Larsen & Toubro Infotech Ltd Directors Report.

To the Members of

Larsen & Toubro Infotech Limited

Your Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of Larsen & Toubro Infotech Limited (‘LTI or ‘Company) for the year ended March 31, 2022 (‘FY22).

1. Financial results

(Rs. in Mn)
Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from operations 144,064 115,661 156,687 123,698
Other income 5,891 2,254 4,667 2,744
Total Income 149,955 117,915 161,354 126,442
Less: Operating expenditure 116,289 90,596 126,103 96,447
Less: Finance cost 681 719 728 788
Less: Depreciation and amortization 2,881 2,676 3,549 3,325
Profit Before Tax (PBT) 30,104 23,924 30,974 25,882
Less: Provision for Tax 7,495 6,040 7,989 6,500
Profit After Tax (PAT) 22,609 17,884 22,985 19,382
Less: Non-controlling interest 0 0 17 21
Add: Balance brought forward from previous year 60,134 47,574 61,565 47,530
Balance available for disposal which Directors appropriate as follows: 82,743 65,458 84,533 66,891
Less: Dividend 8,749 5,324 8,749 5,324
Less: Increase in non-controlling interest due to disinvestment 0 0 0 2
Balance to be carried forward 73,994 60,134 75,784 61,565

2. Performance of the Company

On standalone basis, revenue from operations and other income for the financial year under review were H149,955 Mn as against, H117,915 Mn for the previous financial year registering an increase of 27.17%. The profit before tax was H30,104 Mn and the profit after tax was H22,609 Mn for the financial year under review as against H23,924 Mn and H17,884 Mn, respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were H161,354 Mn as against H126,442 Mn for the previous financial year registering an increase of 27.61%. The profit before tax was H30,974 Mn and the profit after tax was H22,985 Mn for the financial year under review as against H25,882 Mn and H19,382 Mn, respectively for the previous financial year.

3. Marketing

LTI Brand continued its growth journey and is now valued at more than $1 Bn. The Company now has more than 1.5 Mn followers on social media platforms. LTI launched ‘Fosfor, the data-to-decisions products suite for monetizing data, and ‘aLTIus, the cloud business unit. The Company also launched its global ‘LTI Women in Tech program during the year under review, to facilitate inspiring sessions by women leaders from various enterprises to support, mentor and encourage women to achieve greater things within the technology community.

To showcase the joint best-in-class solutions for clients, the Company opened new experience centers in partnership with ServiceNow in Hartford, USA, with IBM in Bengaluru, India and with Oracle in Mumbai, India. Responding to the changing future of work, workplace, and workforce, the Company rolled-out the ‘Yin-Yang Model which is associated with the best practices around collaboration, flexibility, inclusion, and accountability.

4. Human resource

People are key to our customers success and therefore LTIs success. Our skilled and committed talent pool has adapted itself to the dynamic needs of our customers and technological changes. They have been pivotal in delivering best-in-class solutions and services to our clients thereby exceeding industry benchmarks.

Our hybrid Y2M (Yin-Yang Model), is pivoted on the belief that what is good for our people and our customers, is good for LTI. It has helped us operationalize our future of work strategy by introducing balance and flexibility at the workplace. Consequently, programs, policies and practices aimed at augmenting the well-being, engagement and up-skilling of our people have been put in place. These will lay the foundation of our program for future-readiness globally as we grow.

For details on human resource development, please refer to the ‘Human Capital section of the Integrated Report section in this Annual Report.

5. Infrastructure

LTIs footprint is spread across 9 cities in India, where majority of office space are in SEZ premise. The Company has added space capacity during the year under review in 3 cities viz. Hyderabad, Pune, and Coimbatore. LTI plans to further scale up space capacity in the coming financial year to accommodate growing business. Your Company is committed to focus on maintaining global standards in infrastructure with a sustainable approach, thereby ensuring seamless services to all internal and external stakeholders.

Despite continuation of the pandemic situation during FY22, LTI has been successful in overcoming the challenges witnessed in the socio-economical sector. To optimise the need for infrastructure and to maintain the work-life balance, the hybrid working model (Y2M) has been put in place.

LTI was one of the few corporates to initiate vaccination drives for employees & their family members within office premises in collaboration with top hospitals. The effort towards 100% coverage of vaccination is ongoing. We took a step further and created isolation facilities at our office locations for use by employees and their families.

Significant accolades in FY22

• LTI Headquarter at Powai is currently sourcing 100% power from renewable energy.

• LTI awarded with "CII National Energy Award" for excellence in energy management.

• LTI has been awarded the "Prashansa Patra Winner 2021" under service sector by National Safety Council of India (NSCI) As on March 31, 2022, the total seating capacity of Indian centres stood at 27,588.

6. Quality initiatives

Client Centricity is the core of LTIs 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 clients 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.

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

LTIs proprietary Capability Maturity Framework (LTI-CMF) was deployed in FY22 for the fourth consecutive year. It continued to instil a culture of self-discipline combined with strong collaboration within & across units. Prime benefits include increase in earnings via 53 new innovation platforms, frameworks, governance & analytics tools, industrialization of existing Intellectual Property & best practices. Project management using high maturity (HM) practices also brought in significant savings. Other benefits included productivity improvements in 39 accounts/ sub practices and enrichment of the Central Knowledge Repository(myKM) with good practices, case studies & reusable components from all units.

Service Management COE is established to further enhance service quality through focused consultancy. It is enabled by ITIL Assessment framework (to assess effectiveness of ITIL process implementation) & ITIL 4 foundation training & certification module.

LTIs Quality Management Systems (QMS) was strengthened with 52+ QMS process enhancements, including estimations for new technology, new processes, and enhancements for Device Engineering in IIOT, Lifesciences SDLC process & Security lifecycle processes. Digitization achieved to monitor & track account improvement plans & quarterly business reviews, through portals.

BGenie- LTIs proprietary Liferay based tool, automating the benchmarking process, completed 1000 baselines. High maturity practices of LTI was presented in HMBP conference.

The Companys 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 & ensuring a positive client experience at every stage during the engagements.

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 assessment will be completed by April-2022.

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

7. Transfer to reserves

The Directors do not propose to transfer any amount to reserves during the current financial year.

8. Dividend

A. Dividend – FY22

During FY22, the Company paid a special dividend of H10/- per equity share of face value of H1/- each and an interim dividend of H15/- per equity share of face value of H1/- each. The Board of

Directors at their meeting held on April 19, 2022 have recommended a final dividend of H30/- per equity share of face value of H1/- each. Accordingly, the total dividend for FY22, including the recommended final dividend, if approved by the members at the ensuing 26th Annual General Meeting, would amount to H55/- per equity share. 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 26th AGM.

The Dividend payment is based upon the parameters outlined in the Dividend Distribution Policy of the Company which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and is available on the Companys website at www.Lntinfotech.com/Investors.

B. Unclaimed Dividend

In accordance with the provisions of Section 125 and other applicable provisions, if any, of the Companies Act, 2013 read the with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, following dividends declared by the Company for FY2016 and remaining unpaid/unclaimed for seven years, will be transferred to the Investor Education and Protection Fund (‘IEPF):

Date of declaration Due date for transfer to IEPF
January 18, 2016 February 22, 2023
May 31, 2016 July 6, 2023

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

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to Corporate Secretarial Department at Investor@Lntinfotech.com or to the Companys RTA at rnt.helpdesk@ linkintime.co.in or at their address at C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India.

9. Changes in share capital

During FY22, the Company allotted 519,548 equity shares of H1 each on exercise of the vested stock options by the eligible employees under Larsen & Toubro Infotech Limited Employee Stock Option Scheme 2015 (‘ESOP Scheme 2015). Accordingly, the paid-up equity share capital of the Company increased from H174.75 Mn as at March 31, 2021 to H175.27 Mn as at March 31, 2022. After March 31, 2022, the Company has further allotted 32,005 equity shares of H1 each on April 1, 2022 and 4,219 equity shares of H1 each on April 19, 2022, on exercise of vested stock options by the eligible employees under the ESOP Scheme 2015. The equity shares allotted under the ESOP Scheme 2015 rank pari-passu with the existing shares of the Company. As on the date of this report, the paid-up equity share capital of the Company is H175.30 Mn.

10. Capital expenditure

On standalone basis, as at March 31, 2022, the gross fixed and intangible assets stood at H12,715 Mn (previous year H11,102 Mn) out of which assets amounting to H3,179 Mn (previous year H1,728 Mn) were added during the year, and the net fixed and intangible assets stood at H10,273 Mn (previous year H4,795 Mn).

On consolidated basis, as at March 31, 2022, the gross fixed and intangible assets stood at H28,406 Mn (previous year H25,524 Mn) out of which assets amounting to H3,515 Mn (previous year H3,233 Mn) were added during the year and assets of H547 Mn were recognized pursuant to acquisition of business (previous year Nil) and the net fixed and intangible assets stood at H19,399 Mn (previous year H13,501 Mn).

11. Deposits

During the year ended March 31, 2022, 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. Further, in accordance with the provisions of Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 (‘Deposit Rules), the Company has filed with the Registrar of Companies (‘ROC) the return for particulars of transactions by the Company not considered as deposit as per Rule2(1)(c) of the Deposit Rules.

12. Subsidiary/ Associate/ Joint Venture Companies

As on March 31, 2022, the Company had 27 subsidiaries.

During the year under review, there were following material changes in the subsidiaries of the Company:

A. Acquisition

Your Company acquired Cuelogic Technologies Private Limited along with its wholly-owned subsidiary in the US, Cuelogic Technologies, Inc., on July 7, 2021, with the effective date of acquiring control from July 1, 2021.

B. Amalgamation i. The Honble National Company Law Tribunal, Mumbai Bench (‘NCLT) passed an order on

July 16, 2021 sanctioning the Scheme of Amalgamation between Syncordis Software Services India Private Limited and Ruletronics Systems Private Limited, wholly owned subsidiaries, with the Company, under Sections 230-232 of the Companies Act, 2013. The amalgamation was effective on September 8, 2021, upon filing of the certified true copy of the NCLT order with Registrar of Companies, Mumbai.

ii. The Audit Committee and the Board of Directors of the Company have, at their respective meetings held on January 19, 2022, approved a scheme of amalgamation under the Companies Act, 2013 for merger of three wholly-owned subsidiaries namely, PowerUpCloud Technologies Private Limited, Lymbyc Solutions Private Limited & Cuelogic Technologies Private Limited ("Transferor Companies") with the Company, subject to requisite approvals, as applicable.

C. Buyback by L&T Infotech Financial Services Technologies Inc.

During the year, the Company accepted the offer of L&T Infotech Financial Services Technologies Inc., (‘LTIFST) to buyback its 2,00,000 shares. Post completion of the buyback by LTIFST, the Company continues to hold 100% shareholding in LTIFST.

In line with the requirements of Regulation 16(1)(c) of SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Companys website, www.Lntinfotech.com/ Investors. As on March 31, 2022, there were no material subsidiaries of the Company.

A statement containing the salient features of the financial statement of subsidiaries in form AOC-1 is annexed as Annexure A to this Report. Pursuant to the requirements of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents & audited financial statements of the subsidiaries are available on the Companys website, www.Lntinfotech.com/Investors.

13. Particulars of loans given, investments made, guarantees given or security provided

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

14. Related party transactions

Pursuant to the amendment in SEBI Listing Regulations, during the year under review, Audit Committee has approved amendments to the existing Related Party Transactions Policy of the Company including the limits that will constitute material modification of an approved RPT, and the same is available on the Companys website, www.Lntinfotech.com/Investors.

All related party transactions during FY22 were in the ordinary course of business and at arms length terms. During FY22, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company against the omnibus approval accorded by Audit Committee.

During FY22, there were no material related party transactions including transaction involving payments made to related party with respect to brand usage/ royalty, requiring approval of the shareholders. Furthermore, there were no contracts/arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013.

Related party transactions during FY22, were in compliance with the Companies Act, 2013, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statements.

15. 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.

16. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as per Section 134 of the Companies Act, 2013 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 B to this Report.

17. Risk management

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

18. Corporate sustainability

Your Company is committed to fulfil its Environmental, Social and Governance (ESG) responsibilities while building an ethical workplace, and following the legacy and practices of Larsen & Toubro Limited, the Parent Company. We believe in conducting business sustainably through sound practices which conserve our natural resources, reduce carbon footprint, increase social equity and good governance practices for a sustainable tomorrow thereby creating sustainable value chain. Through community development programs, LTI works towards building resilience in underprivileged members of society. LTIs ESG framework leverages its core competencies to deliver greater and more sustainable impact across its focus areas of Education, Empowerment & Environment and disaster management such as providing Covid relief as and when required. These are further set forth through specific objectives identified and commitments made through the ESG roadmap. LTIs alignment to the overarching objectives of the United Nations Sustainable Development Goals, outlines its contribution to the sustainable practices. LTI is also a signatory to the United Nations Global Compact (UNGC) Principles and United Nation Womens Empowerment Principles (UN WEPs). LTI has committed to become carbon and water neutral for India operations by the year 2030 and has also committed to set emission reduction targets through Science Based Target initiative (SBTi).

Insights on CSR & Sustainability initiatives and reports are available on the Companys website, www.Lntinfotech. com/social-responsibility.

19. Corporate social responsibility

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, are outlined in the Annual Report on CSR Activities for FY22, which is Annexure C to this Report.

The CSR Policy and CSR Annual Action Plan of the Company for FY22 is available on the Companys website, www.Lntinfotech.com/social-responsibility.

20. Directors & key managerial personnel Appointment(s)/re-appointment(s) during FY22

• Mr. Anil Rander was appointed as Chief Financial Officer, w.e.f April 14, 2021;

• Mr. James Abraham was appointed as Independent Director (Additional) for a term of five years, w.e.f. July 18, 2021 till July 17, 2026;

• Mr. Rajnish Kumar was appointed as Independent Director (Additional) for a term of five years, w.e.f. August 26, 2021 till August 25, 2026;

• Mr. Sanjeev Aga was re-appointed as Independent Director for the second term of five consecutive years, w.e.f. November 9, 2021 till November 8, 2026;

• Mr. Sudhir Chaturvedi was re-appointed as Whole-time Director for five years, w.e.f. November 9, 2021 till November 8, 2026;

• Mr. Tridib Barat was appointed as Company Secretary & Compliance Officer, w.e.f. January 19, 2022;

• Mr. Vinayak Chatterjee was appointed as Independent Director (Additional) for a term of five years, w.e.f. April 1, 2022 till March 31, 2027.

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

Cessation(s) during FY22

• Mr. Manoj Koul ceased to be Company Secretary & Compliance Officer, due to his resignation, w.e.f. close of business hours of November 8, 2021.

• Mr. M. M. Chitale ceased to hold office as Independent Director with effect from close of business hours of March 31, 2022, consequent upon completion of his second term as Independent Director.

The Board places on record its appreciation for the services rendered by Mr. M. M. Chitale during his tenure as Independent Director and Mr. Manoj Koul during his tenure as Company Secretary & Compliance Officer.

Proposed re-appointment(s) in AGM

The Notice convening the 26th AGM includes the proposals for re-appointment of Mr. Nachiket Deshpande, Whole-time Director & Mr. R. Shankar Raman, Non-Executive Director, who are liable to retire by rotation, and being eligible, have offered themselves for re-appointment, for approval of members.

Members may refer the notice convening the 26th AGM for the disclosures under Section 102 of Companies Act, 2013, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

21. Corporate governance report

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

22. Meetings of the board of directors

During FY22, 6 (six) Board meetings were held, mostly through video conferencing in compliance with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. For details regarding these meetings, please refer ‘Report on Corporate Governance which is Annexure D to this Report.

23. Independent directors meeting

During FY22, two meetings of Independent Directors were held on May 3, 2021 and October 14, 2021, in accordance with the requirements of Schedule IV to the Companies Act, 2013, Secretarial Standard-1 on Board Meetings (‘SS-1) and SEBI Listing Regulations.

Further, a meeting of Independent Directors was held on April 5, 2022 to discuss, inter-alia, performance evaluation of the Board, its Committees, and the individual Directors for FY22 and assessment of flow of information from management to the Board.

24. Board committees

In terms of the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (‘CSR) Committee and Risk Management Committee. The Board has also constituted Strategic Investment Committee and Share Transfer Committee.

Details of each of the Committees outlining their composition, terms of reference & details of meetings held during FY22, are provided in the Report on Corporate Governance, which is Annexure D to this Report.

During FY22, recommendations made by the Committees to the Board of Directors were accepted by the Board, after necessary deliberations.

25. Companys policy on directors appointment and remuneration

The Nomination and Remuneration Policy is in place laying down the role of 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 and Senior Management, and criteria to determine qualifications, positive attributes and independence of Director. NRC policy is available on the Companys website, www.Lntinfotech.com/Investors.

26. Declaration by independent directors

The Company has received declaration of independence from all 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 the performance evaluation of Independent Directors. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties 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 Companies Act, 2013.

A certificate from the Chief Executive Officer & Managing Director regarding confirmation on behalf of the Board that the Independent Directors fulfill the conditions of independence, is annexed as Annexure - 2 to the Report on Corporate Governance.

27. Annual return

The annual return for FY22 is available on the Companys website, www.Lntinfotech.com/Investors

28. 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, 2022, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and they are operating effectively and no material weakness exists. Further, the Company has a process in place to continuously monitor the internal financial controls 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 Companys operations.

29. Compliance monitoring system

At LTI, ensuring regulatory compliance is of utmost importance. The Company ensures that appropriate business processes and adequate tools are in place for adherence to the statutory obligations. Regulatory compliances which are applicable to LTI globally, are monitored/tracked through an in-house web-based tool. On a quarterly basis, a certificate from CEO & Managing Director is presented to the Board of Directors outlining status of compliances, along with remediation plan for non-conformities, if any. Audit Committee, on bi-annual basis, reviews the status of compliances and remediation plan for non-conformities, if any.

Any amendment to the law(s) is 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 update the existing list of compliances. As part of Statutory Audit, the Companys Statutory Auditor also reviews the status of regulatory compliances.

The Company has put in place a framework on "Global Corporate Compliances" which outlines the Companys 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 a corporate culture characterized with integrity and law-abiding behavior. Under this framework, identified key stakeholders across business units and respective heads of corporate functions, ensure and confirm compliance with the provisions of all applicable laws on a continuous basis.

During the reporting financial year, Company has further enhanced the mechanism to monitor compliances by setting up the ‘Internal Compliance Committee (‘ICC) 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 comprising of CXOs and Operational Leadership, chaired by Chief Operating Officer. Key risk indicators of regulatory compliances are periodically reviewed by the Risk Management Committee of the Board.

30. Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

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

• 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, 2022;

• 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;

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

• 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

• 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.

31. Performance evaluation of board of directors

The annual evaluation of the performance of the Board for FY22 was carried out with the help of an external agency with due compliance of provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations. Online evaluation of 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 and Directors was also reviewed by the Independent Directors at their meeting held on April 5, 2022, Nomination & Remuneration Committee and the Board of Directors, at their respective meetings, held on April 19, 2022. Outcome of the evaluation indicated overall improvement in the performance of the Board, Committees, Directors, etc. vis-?-vis last year.

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 Companys 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-?-vis individual Directors is outlined in the Report on Corporate Governance, which is Annexure D to this Report.

32. Disclosure of remuneration

The information under Section 197(12) of the Companies Act, 2013 (‘Act) and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure E to this Report.

The details of employees remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel)Rules,2014isprovidedinAnnexureF to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Boards Report is being sent to the members without the aforesaid Annexure. Members interested in obtaining copy of the same may send an email to the Company Secretary and Compliance Officer at investor@Lntinfotech.com None of the employees listed in the said Annexure are related to any Director of the Company.

33. 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).

34. 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 Policy for Prevention of Sexual Harassment at Workplace (‘POSH) with clear guidelines for reporting acts of sexual harassment at the workplace and procedure for resolution and redressal of complaints of sexual harassment. LTIs 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 thus applicable to every employee in the organization. The Company has complied with provisions relating to the constitution of Internal Complaints Committee as required by law. The Policy is available on the website of the Company at www.Lntinfotech.com/investors Awareness sessions and communication campaigns are conducted at regular intervals to promote a safe space for all genders and to sensitize employees.

The training program on POSH has been made mandatory for all employees annually, across the globe.

During FY22, the Company received three complaints of sexual harassment. All such complaints have been resolved with appropriate action, with no complaint pending at the end of FY22.

35. Business responsibility report

Pursuant to Regulation 34 of the SEBI Listing Regulations, ‘Business Responsibility Report forms part of this Report as Annexure G, which outlines the initiatives taken by the Company from an environmental, social and governance perspective.

36. Integrated reporting

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

The Integrated Report has been prepared in terms of the guiding principles laid down by the International Integrated Reporting Council (‘IIRC) and has details about Companys approach towards creating and sustaining value for its stakeholders, its 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 & relationship capital and natural capital.

37. Employee stock option scheme

The Employee Stock Option Scheme 2015 (‘ESOP Scheme 2015) is in place to attract and retain talent. There is no material change in the ESOP Scheme 2015 during the financial year under review. The ESOP Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Scheme 2015 as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Companys website, www. Lntinfotech.com/Investors.

The certificate of the Secretarial Auditor, confirming compliance of ESOP Scheme 2015, with the Companies Act 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is given in Annexure H to this Report.

38. CEO & CFO Certificate

In accordance with the provisions of Regulation 17(8) of 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, 2022, is Annexure - 1 to the Report on Corporate Governance.

39. 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 Companys website, www.Lntinfotech. com/Investors.

The Whistle Blower Policy facilitates the Directors and employees to report concerns about unethical behavior, actual/suspected fraud, any wrongdoing or unethical or improper practice. Further, to strengthen the Vigil Mechanism framework and to ensure timely and efficient redressal of complaints, ‘Guidelines on Vigil Mechanism are in place laying down the procedure and process flow for investigation to be conducted. The Policy also provides for adequate safeguards against victimization of the Whistle Blower. During the reporting financial year, the Company has further enhanced the mechanism by issuing the Policy on Prevention of Fraud to spread awareness among employees about LTIs zero tolerance towards any unethical or dishonest behaviour which constitutes fraud. The Audit Committee bi-annually reviews complaints received under the Vigil Mechanism. No employee was denied access to the Audit Committee and/or its Chairman.

40. Details of significant and material orders passed by regulators, 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 Companys operations in future.

41. 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.

42. Auditors

A. Statutory Auditor

M/s. B. K. Khare & Co., Chartered Accountants [ICAI Registration No. 105102W] (‘BKK) were appointed as Statutory Auditor of the Company by the members at the 21st AGM held on August 24, 2017, for a period of 5 years to hold office from conclusion of the 21st AGM till conclusion of the 26th AGM.

The Reports issued by Statutory Auditor on the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2022, do not contain any qualification, observation, comment or remark(s) which has 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 Companies Act, 2013.

The Board of Directors of the Company at its meeting held on April 19, 2022, upon recommendation of the Audit Committee, approved appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No. 117364W/W100739] as Statutory Auditor of the Company, to hold office from the conclusion of the 26th AGM till conclusion of the 31st AGM, subject to approval of the members, and this proposal has been included in the notice convening the 26th AGM.

M/s. Deloitte Haskins & Sells Chartered Accountants LLP have confirmed:

• their eligibility to act as Statutory Auditor and that their appointment, if made, will be within the limits specified under the Companies Act, 2013;

• 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 ICAI; and

• independence as well as their arms 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 M/s. Alwyn Jay & Co., Practising Company Secretaries is annexed as Annexure I to this Report. The Secretarial Auditors Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company, save and except an observation regarding non-compliance of Board composition in terms of Regulation 17(1) of SEBI Listing Regulations for the quarters ended March 31, 2021, and June 30, 2021 and upto August 25, 2021, on account of delay in filling up the vacancies in the office of Independent Director.

Even after sincere and genuine efforts to identify and finalise the candidates to fill the vacancies in the Board of Directors which arose due to completion of term of Mr. Arjun Gupta on October 27, 2020 and Mr. Samir Desai on March 31, 2021, the Company could not fill the same within the time prescribed by law therefor. The outbreak of Covid-19 from March 2020 onwards and lock-down and other curbs imposed thereafter, compounded the Companys constraints to fill the above vacancies. As on date, the Board composition of LTI is compliant with the requirements under Regulation 17(1) of SEBI Listing Regulations. During the year under review, the Company paid fine aggregating to H12,39,000 ‘under protest to each of National Stock Exchange Limited (NSE) and The BSE Limited (BSE) for the aforesaid delay in filling in the vacancies in the Board of Directors. The Company has represented to the stock exchanges for waiver of the fine paid, in view of the constraints outlined above.

43. Cost records and audit

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

44. Other disclosures

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

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

45. Awards & recognition Corporate/ Marketing awards:

• Mr. Sanjay Jalona won the ‘Business Today: Best CEO Award in the IT/ITeS category.

• LTI is among the top 25 most valuable IT services brands in the Brand Finance IT Services 25 2022 ranking.

• Duck Creek recognizes Ecosystem Partner, LTI, as Formation22 Hatch-a-thon Champion.

• LTI leads the Institutional Investors 2021 All Asia Executive Team Ranking in the IT Services & Software space.

• LTI USA is certified as a Great Place to Work US (GPTW), for the second consecutive year.

• LTI recognized as a Top Employer in the UK for second time in a row.

• LTI recognized as Great Place to Work in Denmark.

• LTI bags Golden Peacock National Quality Award, 2021.

• LTI bagged two prestigious awards at the 22nd National Award Ceremony for Excellence in Energy Management, hosted by Confederation of Indian Industry (CII).

• LTI awarded the winner in both Risk Management and Cyber Security categories in L&T Risk Management Awards 2021.

• LTI ranks among top 10 Companies with a score of 71 in CRISIL ESG Compendium 2021.

• LTI won the ‘Customer Award for Workplace, in Hybrid working, APAC region by Meta (erstwhile Facebook).

• LTI won Hondas 2021 Indirect Procurement Supplier Award.

Analyst and Advisory recognitions:

• LTI topped the list of ‘IT Services Challenger 2021 in Everest Groups PEAK Matrix Service Provider of the Year TM Awards and ranked among the Top 10 in the overall PEAK Matrix? rankings for IT services.

• ‘Lumin, an augmented analytics product by Fosfor (formerly LTI Leni) recognized in the Forrester Tech Tide™: Enterprise Business Insights and Analytics, Q1 2021.

• Spectra, a comprehensive DataOps product by Fosfor (formerly LTI Mosaic Decisions) recognized in the Forrester Tech Tide™: Enterprise Business Insights and Analytics, Q1 2021.

• LTI positioned as an ‘Innovator in Avasants IoT Services RadarView™ Report 2021.

• LTI recognized as a representative vendor in the Gartner Market Guide for Artificial Intelligence Service Providers.

• LTI recognized as a Leader in the ISG Provider Lens™ Utilities Industry – Services and Solutions – North America 2021 Report.

• LTI recognized in the Forrester report: Experience Design Provider Trends, 2021.

• ISG Provider Lens™: Digital Business -Solutions and Service Partners 2021

a. LTI Positioned as a ‘Leader in Digital Business Consulting Services – US.

b. LTI Positioned as a ‘Leader in Digital Business Experience Services – US.

• LTI Syncordis positioned as a ‘Leader in Everest Groups Temenos IT Services PEAK Matrix? Assessment 2022.

• LTI positioned as a major player in IDC MarketScape Worldwide Managed Multicloud Services Vendor Assessment 2021.

• LTI ranked 5th in HFS Top 10 Energy Services 2021.

• LTI positioned as a Leader in Everest Groups Insurance Platforms IT Services PEAK Matrix Assessment 2022.

• LTI recognized in Gartner Report, ‘What Distinguishes Successful Service Providers in the Data and Analytics Services Market, Twiggy Lo, October 28, 2021.

• Fosfor Lumin, the AI-powered augmented analytics product (formerly LTI Leni) recognized in The Forrester Report: Augmented BI Holds New Promises, November 2021.

46. Acknowledgements

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, 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.