Larsen & Toubro Infotech Ltd Directors Report.

To the Members of

LARSEN & TOUBRO INFOTECH LIMITED

Your 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, 2020 (‘FY2020).

1. Financial Results

(Rs. Million)

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from operations 101,842 89,072 108,786 94,458
Other Income 4,217 3,290 3,292 3,023
Total Income 106,059 92,362 112,078 97,481
Less: Operating Expenditure 83,185 71,841 88,493 75,625
Less: Finance Cost 720 43 826 106
Less: Depreciation and amortization 2,084 881 2,730 1,472
Profit Before Tax (PBT) 20,070 19,597 20,029 20,278
Less: Provision for Tax 4,546 4,846 4,824 5,123
Profit for the year (PAT) 15,524 14,751 15,205 15,155
Less: Non-Controlling Interests - - 4 (4)
Add: Balance brought forward from previous year 38,359 28,973 38,659 28,865
Less: Transition impact of IND AS 116 629 - 640 -
Balance available for disposal which Directors appropriate as follows: 53,254 43,724 53,220 44,024
Less: Dividend (excluding tax) 4,875 4,523 4,875 4,523
Less: Tax on Dividends 815 842 815 842
Balance to be carried forward 47,564 38,359 47,530 38,659

2. Performance of the Company

On standalone basis, revenue from operations and other income for the financial year under review were Rs.106,059 Million as against Rs.92,362 Million for the previous financial year registering an increase of 14.8%. The profit before tax was Rs.20,070 Million and the profit after tax was Rs.15,524 Million for the financial year under review as against Rs.19,597 Million and Rs.14,751 Million, respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were Rs.112,078 Million as against Rs.97,481 Million for the previous financial year registering an increase of 14.9%. The profit before tax was Rs.20,029 Million and the profit after tax was Rs.15,205 Million for the financial year under review as against Rs.20,278 Million and Rs.15,155 Million, respectively for the previous financial year.

3. Capital Expenditure

On standalone basis, as at March 31, 2020, the gross fixed and intangible assets stood at Rs.9,728 Million (previous year Rs.7,782 Million) out of which assets amounting to Rs.2,092 Million (previous year Rs.1,342 Million) were added during the year and the net fixed and intangible assets stood at Rs.4,563 Million (previous year Rs.3,229 Million).

On consolidated basis, as at March 31, 2020, the gross fixed and intangible assets stood at Rs.22,190 Million (previous year Rs.18,313 Million) out of which assets amounting to Rs.3,558 Million (previous year Rs.4,009 Million) were added during the year and the net fixed and intangible assets stood at Rs.12,097 Million (previous year Rs.9,414 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.

However due to outbreak of COVID-19 pandemic globally and consequent lockdown imposed by the Government of India from March 25, 2020 to curb its wide spread, a massive economic disruption and social distress has been witnessed in India. The Companys proactive implementation of Business Continuity Plan and Emergency Preparedness Plan at the enterprise level ensured not only the safety of its work force worldwide but also smooth, uninterrupted and secure business and service continuity.

Though there was no significant impact on the business of the Company for FY2020 but considering the wide spread and varying degree of intensity of pandemic across the countries where LTI operates, the economic impact during FY2021 seems evident across the industry. The management is meticulously analyzing the situation and getting adequately prepared to emerge stronger in the longer term.

5. Changes in Share Capital

During FY2020, the Company allotted 616,685 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.173.51 Million to Rs.174.13 Million.

After March 31, 2020, the Company has further allotted 55,960 equity shares of Re.1 each on May 19, 2020 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 Schemes rank pari-passu 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.174.18 Million.

6. 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, 2020, the Company paid an interim dividend of Rs.12.50/- per equity share. The total dividend for FY2020, including the final dividend, if approved by shareholders, would amount to Rs.28.00/- 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 24th 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 Companys website at www.Lntinfotech.com/Investors

7. Human Resource Development

LTI believes that its employees are its biggest assets in the journey towards becoming the best employer in the industry. Mission ‘Ubuntu (I am, because we are) launched in FY2019 at LTI, with the aim for a meritocratic organization where fearlessness, fairness and humility are highly regarded, introduced programs in FY2020 to solidify the foundation of the Companys people ambitions. This is based on the belief in a universal bond of sharing that connects entire humanity, and in our case, 31,000+ LTItes, across the globe. Below are the key leadership and behavioural interventions.

ATLNext: ATLNext is an exquisite platform that is designed to cater to the organizations leadership skills & behavioural learning needs. With over 8000+ learning programs and 130+ competency based courses, ATLNext offers a huge array of learning options across levels within the organizations. Its AI & Machine learning allow users to create & maintain a dedicated learning path tracking individuals unique search & learning patterns. Users get to choose from aspirational and guided learning programs making the tool ‘User-Friendly in true sense. Its available both in the form of a website and an app making seamless learning possible for everyone at LTI.

iLead series: The iLead Series was launched with an objective of enabling first time leads and managers to boost their readiness to take on enterprise level roles as leaders. It empowers them to practice leadership skills that will help them become an engaging leader thereby achieving the objective of making an organization into a cohesive whole aimed at realizing its short and long-term objectives. The ‘iLead and ‘iLeadPlus leadership programs underwent a revamp in terms of the framework redesign in consultation with the key stakeholders of the business. In FY2020, four batches of iLead & three batches of iLead Plus were launched successfully. With the revamp, the program majorly focused on leadership topics like value driven self-leadership, making impactful decision, developing consultative approach, creating & leading high impact teams for the first time leads, while managers focused more on leading across borders & cultures, leading multiple generations in the workplace, establishing & sustaining relationships. The series is driven digitally with platforms like Workplace and ATLNext.

iVision: With a view to provide continuous feedback and opportunities for development, the iVision program kicked off in FY2020 with a 360 degree feedback assessments for the leadership at LTI. This exercises results were supplemented by a comprehensive assessment centre that targeted competencies valued at LTI. The output of the process was formalized into an individual development plan for each participant.

Besides these focused interventions, LTI is equipped with tools like ‘SPIRE to improve speed to revenue by contextualizing skilling with focus on digital. By doing demand-based and proactive reskilling, there are significant improvements to be harnessed in terms of speed, efficiency of resource management and employees growth and satisfaction. Project ‘Amber further drives home our focus on strong and continuous engagement and feedback, ultimately leading to reduced attrition.

8. Marketing

It has been almost three years that the company launched its new brand, which has been very well accepted by all the stakeholders. This has encouraged adoption of modern and mature practices to ensure a better connect with the customers it serves. The Company has won many awards and recognitions for the efforts and innovations.

9. Awards & Recognition

Leadership & Corporate/Marketing Awards:

1. LTI ranked as the fifth most valuable brand among Indian IT companies and among the Top 100 brands of India, by Brand Finance.

2. Business Standard BS1000 - LTI is #4 on Financial Sustainability Index (FSI)

3. LTI entered in the Nifty Next 50 Index

4. LTI ranked 8th in Dalal Street Investment Journals Super 50 rankings

5. Transformance Forums Employee engagement & experience Summit and Awards- LTI awarded for iRise program

6. Business Today Indias 500 most valuable companies ranking- LTI recognized as one of most valuable companies in India (amongst top 100)

7. Inclusive Tech Alliance & Financial Times Top 100 Most Influential BAME Leader in UK Tech- Sudhir Chaturvedi, President Sales, LTI, recognized among the Top 100 Most Influential BAME Leader in UK Tech

8. DataQuest DQ Top 20- LTI stood 11th among the DQ Top20

9. Stevie Awards for Best employer- LTI won a silver - for best onboarding practices

10. ACEF Asian Leaders Awards- LTI felicitated with the 8th ACEF Asian Leaders Award 2019

11. World HRD Congresss CMO Asia Awards- LTI won the prestigious Brand Excellence in IT/ITES 2019 category & Marketing Campaign of the Year

12. Inkspell Drivers of Digital Awards- LTI won Best Digital Campaign by an IT/ITES/IoT Enterprise - Intelligent Enterprise award

13. The Birla Institute of Technology and Science (BITS), Pilani Distinguished Alumni Awards 2019 - The BITS Pilani honored Sanjay Jalona, CEO and Managing Director, LTI with the Distinguished Alumni Awards 2019

Analyst and Advisory Recognitions:

• LTI featured as a Leader in AI Based Automation Capability in Software Testing Services: AI and Digital Next-Gen Testing Nelson Hall NEAT report 2019

• LTI ranked number 5 in HFS Top 10 Energy Service Providers 2019

• LTI recognized in The Forrester Wave™: Application Modernization And Migration Services, Q3FY2020

• LTI recognized as a Representative Vendor in Gartner Market Guide for Blockchain Consulting and Proof-of-Concept Development Services 2019, David Groombridge, et al, Q2FY2020.

• LTI recognized as a sample vendor for Data subject rights fulfillment for privacy requirements such as GDPR- CCPA in The Forrester Tech Tide™: Data Security and Privacy, Q3FY2020.

• LTI recognized as a Strong Performer in The Forrester Wave™: SAP Services Providers For Midsize Enterprises, Q4FY2020.

• LTI recognized in Gartners Competitive Landscape: Robotic Process Automation Service Providers Arup Roy, Cathy Tornbohm, Q3FY2020.

10. Infrastructure

The Company has been investing in world class infrastructure across its global offices to provide the best amenities and services. Across India, majority of our Footprint is in "Special Economic Zones". In FY2020, we have augmented office space by 16% over last year by expanding our setup in the existing cities to match business requirements. During the year, our Bangalore Whitefield office building has been accredited as a "Platinum" rated IGBC Certified Green Building.

All our facilities are designed to encourage effective collaboration as well as provide room for focus. As the world moves towards innovative workspaces, we are gradually upgrading our older facilities into "Agile" spaces to meet business requirements. During these upgradations, LTI has added 616 Seats without compromising on comfort or compliances. As on March 31, 2020 the total seating capacity for Indian Centres stands at 28,324.

11. Quality Initiatives

Client Centricity is the core of the Company Quality Policy. It 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.

The Company continues its focus on client feedback. The project level CSI is received through its internal tools and CXO level client satisfaction via a third-party to ensure objectivity. This two-pronged strategy ensures an insight into every level of client engagement and at the same time provides a comparison with the industry trends. Feedback received is systematically analysed to design and deploy action plans for each client. Various organization level and practice level initiatives are also implemented during the year to ensure client satisfaction is taken to newer heights.

The Company added new proprietary delivery frameworks in the fields of Agile, IIOT, SAP (Agile, Fiori), Oracle (SAAS), Large Scale Account Transition Management & Account Transformation and technology stack recommendations to its already existing vast repertoire. Enhanced digitized role-based trainings were deployed to further enhance the capability of its workforce. These have ensured start green status for many of our recent large and complex assignments.

To ensure a positive client experience at every stage during the engagement, the Company deployed the new Escalation Risk Review (ERR) framework with escalation path right up to the Chief Operating Officer (COO). ERR supported with enhanced Leadership Dashboards was very effective in getting timely attention at the appropriate Top Management level thus arresting possible client escalations and complaints.

Continued focus on "Extreme Automation" has helped to further optimize our delivery execution, improve productivity and reduce costs for us and for our clients. "Design Driven Delivery" suitably supported by Agile and DevOps methodologies, has helped the Company to design and deliver client focused services and solutions.

Companys proprietary Capability Maturity Framework (CMF) has evolved from last year, broadening the scope to all layers of the delivery organization thus multiplying its benefits multi-fold. Sixteen new innovations in delivery which will be differentiators for the Company, more than 100 high maturity enabled projects, new high maturity models and new methodologies/frameworks for IIOT, SAP (Agile) etc and far-reaching culture of continuous improvement have been some of its gains.

The Company also participated actively in Industry forums. Pallavi Choudhary, from the Delivery Excellence group presented a paper on "Maintaining Quality Excellence - Standardization Across All Channels" at the Quality Management Summit 2019 organized by UBS Forums. She was also a part of the panel discussion on "Meeting the Expectations of Top Management".

"Delivery Transformation at LTI" a paper based on LTI-CMF received a Special Commendation Award at the Watts Humphrey Conference organized by SPIN Chennai.

The Company through its ISO 9001, ISO 20000, ISO 27001, ISO 14001 and ISO 45001 certification accreditations by Bureau Veritas, continues to demonstrate its ability to effectively and efficiently drive its Quality, Information Security, Environmental, Health and Security commitments. This year, LTI extended the scope of ISO 27001 to its Hyderabad (India) and Tampa (US) centres. Hyderabad Centre was also certified for ISO 9001.

The Company has also sustained the compliance to ISAE 3402 requirements for projects in the Insurance domain and for client specific engagements in the other domains across all Delivery Units.

The Company continues to retain its Level 5 status on CMMI V1.3 Model for the CMMI DEV (development, maintenance & ERP implementation projects) and CMMI SVC (application and infrastructure support projects) constellations proving its commitment to a culture of continuous improvement - a culture which provides a stable platform for practicing our beliefs to ‘Be Agile & ‘Push Frontiers of Innovation.

12. Transfer to Reserves

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

13. Deposits

During the year ended March 31, 2020, 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 on March 31, 2020 and of the profit of the Company for the year ended March 31, 2020;

(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.

15. Directors & Key Managerial Personnel

Following were the changes In the Board and Key Managerial Personnel:

a. During FY2020, Mrs. Vedika Bhandarkar ceased to be an Independent Director of the Company with effect from March 15, 2020, on account of completion of her term of office and opting not to seek re-appointment for the 2nd term as an Independent Director due to her personal commitments. The Board places on record Its appreciation for the services rendered by Mrs. Vedika Bhandarkar during her tenure as an Independent Director of the Company.

b. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors In Its meeting held on May 19, 2020, subject to shareholders approval have appointed Mrs. Aruna Sundararajan as an Independent Director of the Company for a period of 5 years with effect from May 19, 2020.

The Notice convening the 24th AGM Includes appointment of Ms. Aruna Sundararajan as an Independent Director of the Company and also re-appointment of following Directors:

a. Mr Anilkumar Manibhai Naik & Mr R. Shankar Raman, Non-Executive Directors of the Company, who retire by rotation and being eligible, have offered themselves for re-appointment.

b. Mr Sanjay Jalona, Chief Executive Officer and Managing Director of the Company, whose term of office Is ending on August 9, 2020, has been re-appointed by the Board In Its meeting held on May 19, 2020 for another term of 5 years w.e.f. August 10, 2020.

Shareholders are requested to refer the 24th 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.

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 4 (four) times during FY2020. 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 Is backedup with comprehensive notes and detailed background Information, which 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.

18. 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/ applied for the registration for Inclusion of their name In the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs. Also, Independent Directors have 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 to the Companies Act, 2013.

19. 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 FY2020, one meeting of the Independent Directors was held on May 2, 2019, to discuss inter-alia the performance evaluation of the Board, Its Committees, Chairman and the Individual Directors.

20. Performance Evaluation of the Board

This year to maintain high level of confidentiality of the process, the performance evaluation process 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. The performance of the

Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.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 in the the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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 Nomination and Remuneration Committee and the Board of Directors, in their respective meetings held on May 19, 2020, which showcased the strengths of the Board and areas of improvement from current evaluation in comparison to the evaluation findings of FY2019. The observations made during FY2019 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 during the financial year under review, each individual members of the Board was evaluated and assessed against the list of core skills/ expertise/ competences identified and approved by the Board of Directors, as are required in the context of Companys business which inter-alia included competence/ expertise in areas viz. a) strategy and planning, b) governance risk and compliance, c) finance, accounts and audit, d) information technology, e) stakeholders engagement, f) client engagement, g) contributor and collaborator etc.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.

21. 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. 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.

22. 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 are given in Annexure D to this report.

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

23. Business Responsibility Report (‘BRR)

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

24. Corporate Sustainability

LTI draws the core elements of its sustainability philosophy from its parent company - Larsen & Toubro Limited. We believe in conducting business sustainably through sound practices which are socially responsible and environment friendly. Our sustainability framework underscores these key tenets, which are further enumerated through a set of specific objectives and commitments through our sustainability roadmap. The commitments identified are not only business-centric but also people and environment-centric. It is our firm belief that achieving these objectives will enhance our contribution to the achievement of the Sustainable Development Goals.

Efforts and performance in sustainability initiatives is being provided in Business Responsibility Report of the Company and the Sustainability reports available on the Companys website www.Lntinfotech.com/ social-responsibility

25. 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 21st AGM till the conclusion of 26th 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, 2020 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 (‘ IC AI) 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 arms 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 the financial year 2019-20, 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 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 a comment on certain related party transactions entered into by the Company in Q4FY2019 which exceeded the estimated amount approved by the Audit Committee for FY2019. Although the said related party transactions were entered into by the Company in the ordinary course of business and at arms length, however same were subsequently ratified and approved by the Audit Committee in its meeting held on May 2, 2019.

26. 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.

27. 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, 2020, 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 Companys operations.

28. 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 forming part of this Annual Report.

29. 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. A Whistle Blower can send complaint/concern of suspected improper activity directly to the Chairperson of Audit Committee or Whistle Blowing Investigation Committee (‘WBIC). 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 under Vigil Mechanism. The Policy also provides for adequate safeguards against victimisation of a Whistle Blower who complains under the mechanism. During the year, no personnel was denied access to the Audit Committee under Vigil Mechanism. The Audit Committee of the Company quarterly reviews complaints received under the Vigil Mechanism. Whistle-Blower Policy and Guidelines on Vigil Mechanism are available on the Companys website, www.Lntinfotech.com/Investors

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

During FY2020, all the related party transactions were in the ordinary course of business and at arms length and were 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.

Further, related party transactions during FY2020 in compliance with the Companies Act, 2013 and Accounting Standard, are disclosed in notes forming part of the financial statements. There were no material related party transactions during FY2020.

31. Subsidiary/ Associate/ Joint Venture Companies

As on March 31, 2020, the Company has 26 subsidiaries. There has been no material change in the nature of the business of subsidiaries except Syncordis Support Services S.A, Luxembourg where the object has been amended to include services towards financial sector and the name of the subsidiary has also been changed to Syncordis PSF S.A.

During the year under review:

a. The Company acquired 100% shareholding of Lymbyc Solutions Private Limited (‘Lymbyc India) on August 29, 2019. Post-acquisition, Lymbyc Solutions Inc., USA, wholly- owned subsidiary of Lymbyc India has become step-down subsidiary of the Company with effect from August 29, 2019.

b. The Company acquired 100% shareholding of Powerupcloud Technologies Private Limited (‘Powerupcloud) on October 25, 2019.

c. Larsen & Toubro Infotech Austria GmbH, wholly owned subsidiary of the Company was liquidated effective from August 20, 2019.

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 Companys website, www.Lntinfotech.com/Investors. There are no material subsidiaries of the Company as on March 31, 2020.

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 & separate audited financial statements in respect of subsidiaries are available on the Companys website, www.Lntinfotech.com/Investors

32. 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 Annual Report.

33. 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.

34. 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.

35. 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 a 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 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 update the existing list of compliances applicable globally to LTI. Audit assurance on the Compliance Management is sought on regular basis through Companys Internal Audit team.

Further, 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 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.

36. Prevention of Sexual Harassment at Workplace

LTI is committed to provide a safe environment for alt its employees free from discrimination on any ground and from harassment at work including Sexual Harassment. The Policy for Prevention of Sexual Harassment at Workplace (POSH), reinforces the Companys commitment to foster and create a Workplace which is safe and free from any act of Sexual Harassment. This policy is in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As Company treats all its employees and candidates equally, the policy has been made gender neutral. The Policy is available on the website of the Company at www.Lntinfotech.com/investors

The policy provides procedures for resolution and redressal of complaints of Sexual Harassment. ‘Honor Knights have been identified at each location, to inform and assist the employees of the Company. They report all matters concerning Sexual Harassment to the Internal Complaints Committee, which ensures that the redressal procedure provided in the Policy is implemented in letter and spirit.

A mandatory online training program was conducted across the Company to sensitize employees to uphold the dignity of their colleagues at workplace specially with respect to prevention of sexual harassment. Around 98% of employees have gone through the mandatory training program during the year

During FY2020, the Company received ten complaints on sexual harassment. All such complaints have been resolved with appropriate action taken by the Internal Complaints Committee, with no complaints pending as at the end of FY2020.

37. Company Policy on Director Appointment and Remuneration

Nomination & Remuneration Committee (NRC) has formulated a Nomination and Remuneration Policy laying out role of NRC, policy on directors 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

I n line with the amendment made in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, NRC Policy was amended during FY2020 to include within terms of reference of the NRC, the recommendation for the remuneration, in whatever form, payable to senior management. The updated NRC policy is available on the Companys website, 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 long-term performance objectives appropriate to Companys working and its goals.

Additionally, during FY2020, the Board has on the recommendation of NRC, approved the list of core skills/expertise/competencies required from the Directors in the context of Companys business and sector for it to function effectively.

38. 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 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.

39. Extract of Annual Return

The extract of annual return is annexed as Annexure H to this Report.

40. 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 have ceased to be in operation due to expiry of the exercising period under these schemes.

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 including details on vesting, exercise and outstanding as required under SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the Companys 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 to this Report.

41. 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 Companys operations in future.

42. Green Initiative

Electronic copy of the Annual Report for FY2020 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, 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 with Link Intime India Private Limited, Companys Registrar and Share Transfer Agent.

43. Acknowledgements

The Directors thank the Companys 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 towards employees of the Company and its Group for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board

Sanjay Jalona Nachiket Deshpande
Chief Executive Officer & Managing Director Chief Operating Officer & Whole-time Director
(DIN: 07256786) (DIN: 08385028)
Date: May 19, 2020 Place: USA Place: Pune