latent view analytics ltd share price Directors report


Dear Members,

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

1. Highlights of Financial Performance

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

(amount in ( millions_

Description Standalone Consolidated
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Revenue from Operations 2,639.50 2,067.59 5,387.62 4,078.17
Other Income 572.22 212.40 557.66 209.72
Total Income 3,211.72 2,279.99 5,945.28 4,287.89
Employee benefits expense 1,343.77 1,026.45 3,361.36 2,422.32
Finance Cost 26.14 28.97 26.39 31.18
Depreciation and Amortization 74.17 70.38 88.15 81.57
Other expenses 271.94 188.97 575.74 437.33
Total expenses 1,716.02 1,314.77 4,051.64 2,972.40
Profit before Tax & Exceptional Items 1,495.70 965.22 1,893.64 1,315.49
Exceptional items - - - 226.19
Profit before tax 1,495.70 965.22 1,893.64 1,541.68
Tax Expense 323.34 206.35 339.33 246.56
Profit after tax 1,172.36 758.87 1,554.31 1,295.12
Earnings Per Share (in )
- Basic 5.82 4.15 7.71 7.09
- Diluted 5.75 4.01 7.63 6.84

2. State of Companys Affairs

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

Performance Overview:

(a) Standalone Financials

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

(b) Consolidated Financials

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

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

3. Management Discussion and Analysis Report

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

4. Change in the Nature of Business, If Any

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

5. Dividend

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

6. Transfer to Reserves

During the Financial Year under review, Company has not transferred any amount to General Reserve. Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

7. Listing

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

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

8. Share Capital

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

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

Details of the allotment are tabulated below:

Particulars
No. of Equity shares Allotted Cumulative Paid-up Share Capital
Capital at the beginning of the year, i.e., as on April 01, 2022 - 200,421,998
Allotment on November 15, 2022, pursuant to exercise of option (ESOP Scheme 2016) at an Exercise Price of ( 6.29/-, ( 40.14 /-, and ( 76/- per Option) 2,712,019 203,134,017
Allotment on March 16, 2023, pursuant to exercise of option (ESOP Scheme 2016) at an Exercise Price of ( 6.29/-, ( 40.14 /- and ( 76/- per Option) 1,767,489 204,901,506

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

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

9. Board Meetings

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

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

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

Appointment of Directors and Key Managerial Personnel

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

Reappointments: Nil

Director liable to retire by rotation

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

Resignation

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

11. Independent Directors

The Board of Directors of the Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013 ("the Act"_: 1. Dipali Sheth (DIN: 07556685) 2. Mukesh Butani (DIN: 01452839) 3. R. Raghuttama Rao (DIN: 00146230) 4. Reed Cundiff (DIN: 09241056) Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them to contribute significantly to your Company. The details of the same can be found at https://www.latentview.com/ investor-relations/corporate-governance/.

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

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

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

12. Directors Responsibility Statement

The financial statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof. As stipulated under the provisions contained in Section 134(3)_c) read with 134(5) of the Companies Act, 2013, the Directors, based upon the information and explanations obtained by them as also documents made available to them and to the best of their knowledge and belief, hereby state that:

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

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

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

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

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. There were no instances where your Company required the valuation for one time settlement or while taking the loan from Banks/Financial Institutions.

14. Committees of the Board

As of March 31, 2023, the Board had 7 Committees, as detailed below:

*IPO Committee was dissolved vide Board Resolution passed on May 09, 2023

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

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

15. Audit Committee

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

• Mukesh Butani - Chairperson

• Pramadwathi Jandhyala - Member

• R. Raghuttama Rao - Member

The Committee met 4 times during the year under review.

16. Nomination and Remuneration Committee & Stakeholders Relationship Committee

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

• Dipali Sheth – Chairperson

• R. Raghuttama Rao - Member

• Reed Cundiff - Member

• A.V. Venkatraman – Member

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

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

• Reed Cundiff – Chairperson

• Pramadwathi Jandhyala - Member

• A.V. Venkatraman - Member

17. Vigil Mechanism

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations your Company has established Vigil Mechanism, which provides for direct access to the Chairperson of the Audit Committee in cases that require reporting about the unethical behaviour, actual or suspected fraud or violation of code of conduct laid down by the Company. This mechanism is governed by Vigil Mechanism Policy, which covers any act of omission, commission, concealment, misrepresentation, which necessarily are in violation of law of the land, rules, and regulations of the Company, misuse or diversion of the Companys funds, property, and manpower, intentional financial irregularities including fraud or suspected frauds, unnecessary sharing/leaking of unpublished price sensitive information, manipulation of Company data/records, gross or wilful negligence causing substantial and specific danger to health, safety, and environment and any act, deed, or thing, which goes against the interest of the Company. Whistle Blower policy is available on the website of the Company at https:// www.latentview.com/investor-relations/corporate-governance/. The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2023.

18. Dividend Distribution Policy

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

19. Subsidiary Companies

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

Name of the Subsidiary

Place of Incorporation

LatentView Analytics Corporation USA
LatentView Analytics Pte. Ltd. Singapore
LatentView Analytics UK Ltd. United Kingdom
LatentView Analytics B.V., Netherlands
LatentView Analytics GmbH (Step down subsidiary_ Germany

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

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

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.latentview.com/investor-relations/financial-results-reports/. Your Company has a "Policy on Material Subsidiaries," so that your Company could identify such Subsidiaries and set out a governance framework for them. The Policy is put up on the website at https://www.latentview.com/investor-relations/corporate-governance/

20. Employee Stock Option Plan (ESOP)

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

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

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

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

• Attracting and retaining top talent.

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

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

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

21. Secretarial Audit

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

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

22. Maintenance of Cost Records and Appointment of Cost Auditor

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

23. Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. BDO India LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review. The Internal Auditor of the Company reports functionally to the Audit Committee of the company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

24. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) who were appointed as the Statutory Auditor of the Company at the Annual General Meeting held on September 30, 2019, will continue as the Statutory Auditor of the Company until the conclusion of Annual General Meeting for the financial year ending March 2024. The Auditors Report contains "Unmodified Opinion" on the financial statements (standalone and consolidated) of the Company, for the year ended March 31, 2023, and there are no qualifications in their report.

25. Reporting of Frauds by Auditors

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

26. Annual Return

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

27. Rewards & Recognition

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

• Great Place To Work Certified (Aug 2022 to Aug 2023) - The recognition is based on the responses given by our employees across various parameters that constitutes employee satisfaction. This certification further reinforces LatentView Analytics as an employer of choice.

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

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

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

(a) Conservation of energy:

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

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

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

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

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

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

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

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

(b) Technology absorption:

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

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

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

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

(C) Foreign exchange earnings and outgo

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

29. Public Deposits

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

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

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

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

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

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

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

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

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

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

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

31. Internal Financial Controls

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

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

32. Particulars of Loans, Guarantees or Investments

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

33. Risk Management

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

• R.Raghuttama Rao – Chairperson

• Reed Cundiff – Member

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

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

34. Corporate Social Responsibilty (CSR)

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

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

• Pramadwathi Jandhyala – Chairperson

• Dipali Sheth - Member

• A.V. Venkatraman - Member.

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

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

35. Business Responsibility and Sustainability Report

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

36. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link https://www.latentview.com/investor-relations/corporate-governance/ All transactions entered into with related parties during the year under review, were approved by the Audit Committee and the Board of Directors. Certain transactions, which were repetitive in nature, were approved through the omnibus route. On a quarterly basis all the transactions are reviewed by the Audit Committee and the Board.

During the year under review there were no material transactions entered by the Company with any of its related parties necessitating approval of the members. Particulars of the contracts, arrangements or transactions entered during financial year 2022-23 that fall under the scope of Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed to this report as "Annexure – 5." Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

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

37. Board Evaluation

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

38. Remuneration to Director and Employees

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

Details/Disclosures of ratio of Remuneration to each Director to the median employees remuneration and details of remuneration paid to Employees is given as "Annexure – 6." A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to investorcare@latentview.com.

39. Corporate Governance

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

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

40. Secretarial Standards

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

41. Directors & Officers Insurance Policy

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

42. Events Subsequent to the Date of Financial Statements

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

43. Code for Prevention of Insider Trading

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

This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https://www. latentview.com/investor-relations/corporate-governance/ In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI) . Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

44. Acknowledgements

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

By order of the Board of Directors
FOR LATENTVIEW ANALYTICS LIMITED (formerly known as LatentView Analytics Private Limited)
A.V. VENKATRAMAN PRAMADWATHI JANDHYALA
Executive Chairperson Whole Time Director
_DIN: 01240055) (DIN: 00732854)
Date: May 09, 2023 Date: May 09, 2023
Place: New Jersey Place: Chennai