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L&T Technology Services Ltd.

BSE: 540115 Sector: IT
NSE: LTTS ISIN Code: INE010V01017
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OPEN 3322.70
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VOLUME 17964
52-Week high 5294.70
52-Week low 2923.35
P/E 32.84
Mkt Cap.(Rs cr) 34,816
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3322.70
CLOSE 3309.65
VOLUME 17964
52-Week high 5294.70
52-Week low 2923.35
P/E 32.84
Mkt Cap.(Rs cr) 34,816
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

L&T Technology Services Ltd. (LTTS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 10th Annual Report alongwith the Audited Financial Statements of L&T Technology Services Limited for the yearended March 31 2022.

Financial Results

(Rs. million)

Particulars Standalone
2021-22 2020-21
Profit before depreciation exceptional and extra ordinary items & tax 14334 10688
Less: Depreciation amortization and obsolescence 1826 1737
Profit / (Loss) before exceptional items and tax 12508 8951
Add: Exceptional Items - -
Profit / (Loss) before tax 12508 8951
Less: Provision for tax 3323 2220
Profit for the period carried to the Balance Sheet 9185 6731
Add: Balance brought forward from previous year 21235 16704
Less: Dividend paid for the year (Including dividend distribution tax and deemed dividend) 3634 2200
Balance to be carried forward 26786 21235

Performance of the Company

State of Company Affairs

The gross sales and other income for the financial year under reviewwere Rs. 60274 million as against Rs. 51383 million for the previous financial yearregistering an increase of 17.3%. The profit before tax from continuing operationsincluding extraordinary and exceptional items was Rs. 12508 million and the profit aftertax from continuing operations including extraordinary and exceptional items was Rs. 9185million for the financial year under review as against Rs. 8951 million and Rs. 6731million respectively for the previous financial year registering an increase of 39.7% and36.5% respectively.

COVID-19

At the start of the fiscal LTTS initiated a comprehensive COVIDvaccination drive for its employees and their dependents. All centers across geographieswere covered within the ambit of the program which registered significant participationacross all levels.

With a focus on ensuring employee well-being and customer success theLTTS Central BCP team continued to closely monitor the evolving dynamics of the pandemic.Isolation facilities and tele-medical consulting services were extended across locationsto help employees tide over the challenges faced while leveraging existing healthcareresources. Regular communications and updates for both employees and customers allowedthe Company to maintain and drive an enhanced sense of continuity and security –enabling greater trust and deeper belief in LTTS? commitment to its stakeholders.

During the year the Company also continued to strengthen and expandits virtualized lab infrastructure to enable its engineers to leverage state-of-the-artsolutions while working off-campus. The investments undertaken in this directionconstitute a solid foundation of a robust and prosperous future.

With the ongoing decline in the impact of the global pandemic LTTS hasinitiated a return-to-office journey on a rotational basis. The Company?s seniorleaders across locations are spearheading this transition which is founded on adhering toall government-mandated safety protocols for a Work from Office paradigm. Regulartemperature checks and other key measures constitute the foundations of this approach.

The Company continues to closely monitor the global pandemic and isprepared to address all potential scenarios that might pose a challenge to the health andwell-being of its stakeholders.

Segmental Performance

The Company has five Business Segments namely TransportationIndustrial Products Telecom & Hi-Tech Plant Engineering and Medical Devices. Duringthe year the contribution to the revenue from various business segments were as follows:

(Rs. million)

Revenue for % of overall Revenue for % of overall
FY 2021-22 FY 2020-21
Transportation 18030 30.7% 14740 29.7%
Industrial Products 12510 21.3% 10048 20.2%
Telecom & Hi-Tech 10564 18.0% 10050 20.3%
Plant Engineering 10030 17.1% 7930 16.0%
Medical Devices 7603 12.9% 6872 13.8%
Total 58737 100.0% 49640 100.0%

The detailed segmental performance is referred in Note No. 39 of theNotes forming part of the standalone financial statements.

Geographical Performance

The revenue contribution of the Company from various Geographies ismentioned herein below:

(Rs. million)

Sr. No. Geography FY 2021-22 % of overall FY 2020-21 % of overall
1. North America 34170 58.2% 28439 57.3%
2. Europe 10637 18.1% 8603 17.3%
3. India 9053 15.4% 7526 15.2%
4. Rest of the World 4877 8.3% 5072 10.2%
Total 58737 100.0% 49640 100.0%

Capital & Finance

During the year under review the Company had allotted 486344 EquityShares of Rs. 2 each upon exercise of stock options by the eligible employees under theEmployee Stock Option Scheme - 2016.

As on March 31 2022 the total paid up equity share capital of theCompany was Rs. 211064334/- consisting of 105532167 equity shares of Rs. 2 eachfully paid up.

As on March 31 2022 Larsen & Toubro Limited Promoter of theCompany holds 77986899 shares constituting 73.90% of the paid-up share capital of theCompany.

Capital Expenditure

As at March 31 2022 the gross fixed and intangible assets includingleased assets stood at Rs. 16720 million (previous year Rs. 15464 million) and the netfixed and intangible assets including leased assets at Rs. 10144 million (previous yearRs. 10196 million). Capital Expenditure during the year is Rs. 1293 million (previousyear Rs. 753 million).

Deposits

During the year ended March 31 2022 the Company has not accepted anydeposits from the public falling within the ambit of Section 73 of the Act and the Rulesframed thereunder. Hence the Company does not have any unclaimed deposits as on date.

In compliance with the MCA notification dated January 22 2019 andCompanies (Acceptance of Deposits) Rules 2014 the Company is required to file withregistrar of companies annual return in Form DPT-3 for receipts of money or loan by theCompany which are not considered as deposits outstanding as on March 31 2022.

The Company would be complying with this requirement within theprescribed timelines.

Depository System

As the members are aware the Company?s shares are compulsorilytradable in electronic form only. As on March 31 2022 99.98% of the Company?s totalpaid-up capital representing 105511621 shares are in dematerialized form. Pursuant tothe provisions of the LODR w.e.f. April 1 2019 all transfer of shares except transmissionand transposition are mandatorily required to be carried out only in dematerialized form.

Further with effect from January 24 2022 all requests fortransmission transposition issue of duplicate share certificate claim from unclaimedsuspense account renewal/exchange of securities certificate endorsementsub-division/splitting of securities certificate and consolidation of securitiescertificates/folios will be processed and mandatorily a letter of confirmation will beissued which needs to be submitted to Depository Participant to get credit of thesesecurities in dematerialized form. Shareholders desirous of availing these services arerequested to refer to the detailed procedure for availing these services provided on thewebsite of the Company at www.LTTS.com.

In view of the numerous advantages offered by the depository system aswell as to avoid frauds members holding shares in physical mode are advised to avail ofthe facility of dematerialization from either of the depositories. The Company has notaccepted any physical transfer of shares during the year under review.

Further in adherence to SEBI?s circular to enhance thedue-diligence for dematerialization of the physical shares the Company has provided thestatic database of the shareholders holding shares in physical form to the depositorieswhich would augment the integrity of its existing systems and enable the depositories tovalidate any dematerialization request.

Transfer to Investor Education and Protection Fund

There are no amounts that are due to be transferred to InvestorEducation and Protection Fund by the Company.

The Company has sent adequate communication to the members whosedividends are unclaimed requesting them to provide/update bank details with theRTA/Company so that dividends paid by the Company are credited to the investors?account on timely basis.

The Company has sent communication to shareholders holding shares inphysical form for collecting details of their bank account such as Bank name Bank BranchMICR number IFSC Code for payment of dividend to such shareholders whose dividendremained unclaimed/unpaid. The Company hereafter will be crediting the dividend throughelectronic mode instead of revalidating and issuing fresh warrants or Demand Drafts to theshareholders.

Pursuant to the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has appointed theCompany Secretary as the Nodal Officer for carrying out the necessary functions under theapplicable provisions of the Act and the rules made thereunder.

Subsidiary/Associate/Joint Venture Companies

During the year under review Esencia Technologies Inc. a wholly ownedsubsidiary of L&T Technology Services LLC (‘LTTS LLC?) was merged with LTTSLLC with effect from October 1 2021.

Post the said merger the following is the Group structure of theCompany:

The Company has formulated a policy on the identification of materialsubsidiaries in line with Regulation 16(c) of the LODR as amended and the same is placedon the website at http://www.ltts.com/investors/. The Company does not have any materialsubsidiaries.

A. Performance and Financial Position of each subsidiary/associate andjoint venture companies

A statement containing the salient features of the financial statementof subsidiaries/associate/joint venture companies and their contribution to the overallperformance of the Company is annexed to this Report at page no. 261.

Particulars of Loans Given Investments Made Guarantees Given orSecurity Provided by the Company

The Company has disclosed the full particulars of the loans giveninvestments made or guarantees given or security provided as required under Section 186 ofthe Act and Regulation 34(3) read with Schedule V of the LODR in Note 36 forming part ofthe financial statements.

Particulars of Contracts or Arrangements with Related Parties

Pursuant to the amendments in the LODR the Audit Committee has approvedthe amendments to the Related Party Transaction Policy and its Guidelines and the Policyhas been uploaded on the Company?s website http://www.ltts.com/investors.

The Company has a process in place of periodically reviewing andmonitoring related party transactions.

All the related party transactions were in the ordinary course ofbusiness and at arm?s length. The Audit Committee has approved all the related partytransactions for FY 2021-22 and omnibus approval of the Audit Committee is obtained beforethe commencement of the financial year for all the transactions for FY 2022-23 as requiredunder the provisions of Section 177 of the Act.

There are no materially significant related party transactions that mayhave conflict with the interest of the Company.

Amount to be Carried to Reserves

The Company has not transferred any amount to the reserves during thecurrent financial year.

Dividend

The Board at its meeting held on October 19 2021 declared a specialdividend of Rs. 10/- (500%) per equity share amounting to Rs. 947.15 million (the totalpayout including Tax Deducted at Source amounted to Rs. 1054.38 million). The dividendwas paid on November 10 2021.

Further the Board at its meeting held on January 18 2022 declared aninterim dividend of Rs. 10/- (500%) per equity share amounting to Rs. 948.50 million (thetotal payout including Tax Deducted at Source amounted to Rs. 1055.11 million). Thedividend was paid on February 10 2022.

Further the Board of Directors in its meeting held on April 21 2022have recommended the payment of final dividend of Rs. 15/- (750%) per equity share of Rs.2 each for the financial year ended March 31 2022. The proposal is subject to theapproval of shareholders at the ensuing Annual General Meeting (AGM) to be held on July15 2022.

The final dividend on equity shares if approved by the members wouldinvolve a cash outflow (including Tax Deducted at Source) of Rs. 1583 million.

The Dividend is based upon the parameters mentioned in the DividendDistribution Policy approved by the Board of Directors of the Company which is in linewith Regulation 43A of the LODR. The Policy is provided as Annexure ‘A? forminga part of this Board Report and also uploaded on the Company?s website athttps://www.ltts.com/investors/corporate-governance

Material Changes and Commitments Affecting Financial Position of theCompany between the end of the Current Financial Year and the date of the Report

Other than stated elsewhere in this report there are no materialchanges and commitments affecting the financial position of the Company between the end ofthe current financial year and the date of this report.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

Information as required to be given under Section 134(3)(m) of the Actread with Rule 8(3) of the Companies (Accounts) Rules 2014 is provided in Annexure‘B? forming part of this Board Report.

Risk Management Policy

The Risk Management Committee comprises of Mr. R. Chandrasekaran Mr.Amit Chadha and Mr. Rajeev Gupta. Mr. R. Chandrasekaran is the Chairman of the Committee.

The Committee is responsible for monitoring and reviewing the riskmanagement plan and ensuring its effectiveness.

The Company has formulated a risk management Policy and has in place amechanism to inform the Board Members about risk assessment including cyber security andESG risks and minimization procedures and periodical review to ensure that executivemanagement controls risk by means of a properly designed framework. The details of thesame are given in Annexure ‘D? - Report on Corporate Governance forming part ofthis Board Report. During the year under review the Board of Directors on therecommendation of the Risk Management Committee have amended the Risk Management Policyand Framework to include enterprise risk management function risk management frameworkand aligning enterprise risk management with other lines of defence.

A detailed note on risk management and the internal controls withreference to the financial statement is given under the financial review section of theManagement Discussion and Analysis on page no. 115 and 120 of the Annual Report.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee comprises of 2Independent Directors and 1 Non-Executive Director. The CSR Committee comprises of Mr.Sudip Banerjee Chairman Mr. R. Chandrasekaran and Dr. Keshab Panda as its Members.

During the year under review two meetings of the CSR Committee wereheld on April 30 2021 and October 18 2021.

The disclosures required to be given under Section 135 of the Act readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time are provided in Annexure ‘C? to the Board report.

The CSR Policy framework is available on its website https://www.ltts.com/sites/default/files/investors/corporate-gov/pdf/Corporate_Social_Responsibility_Policy.pdf

The Board on recommendation of the CSR Committee of the Company haveamended the CSR Policy of the Company in line with the recent CSR amendments.

The Chief Financial Officer of the Company has certified that CSR fundsso disbursed for the projects have been utilized for the purposes and in the manner asapproved by the Board.

Contribution towards CSR Activities

During the year ended March 31 2022 the Company has spent an amountof Rs. 187 million as compared to Rs. 174 million (2% of the average net profits of theimmediately preceeding three financial years). Thus the Company spent excess amount ofRs. 13 million which can be set off till FY 25 in line with the amendments to theCompanies (Corporate Social Responsibility Policy) Rules 2014.

Policy of ‘Work From Home? implemented for _ghting the threatof COVID-19 Pandemic

In line with the Govt of India?s directive State wise guidelinesand directives issued by respective countries and as a protective step for all itsemployees welfare and safety the Company had put in place a Policy of "Work FromHome" for all its employees from March 23 2020 at all its Centers and Offices inIndia and overseas with the objective of well-being and safety of all its employees. LTTSis currently working on a hybrid model. The provisions of Work from Home policy isapplicable to the employees working from home. The said initiative has helped the Companyto fight against the threat of Covid-19.

Directors and Key Managerial Personnel Appointed /Resigned during theyear

The terms and conditions of appointment of the Independent Directorsare in compliance with the provisions of the Act and the LODR and are placed on thewebsite of the Company https://www.ltts.com/investors/corporate-governance.

A. Appointment/Re-appointment of Directors & Key ManagerialPersonnel:

During the year under review the following appointments/re-appointments were made on Board:

a. Mr. Luis Miranda was appointed as an Independent Director of theCompany with effect from October 19 2021 for a term of five years up to and includingOctober 18 2026 same was approved by way of Postal Ballot by the shareholders of theCompany on December 25 2021.

b. Mr. Narayanan Kumar was re-appointed as an Independent Director fora term of three years and six months with effect from July 15 2021 upto and includingJanuary 14 2025 same was approved by the shareholders in the 9th Annual General Meetingheld on July 16 2021.

c. Mr. S. N. Subrahmanyan & Mr. Abhishek Sinha Directors areliable to retire by rotation at the ensuing AGM and being eligible offer themselves forre-appointment.

d. Mr. Abhishek Sinha is re-appointed as Chief Operating Officer &Whole-Time Director for a period of three years with effect from October 18 2022 upto andincluding October 17 2025 subject to the approval of the shareholders at the ensuingAGM.

e. Ms. Prajakta Powle was appointed as the Company Secretary andCompliance Officer of the Company with effect from March 17 2022.

Pursuant to the amendments in the Companies (Appointment andQualification of Directors) Rules 2014 all the Independent Directors of the Company haveregistered themselves with the Databank of Independent Directors. The Directors who werenot exempted from the requirement of appearing in the online proficiency test havesuccessfully qualified in the online proficiency self-assessment.

The Company has also disclosed on its website http://www.ltts.com/investors/ details of the familiarization programs formulated to educate theDirectors regarding their roles rights and responsibilities in the Company and the natureof the industry in which the Company operates the business model of the Company etc.

The Board opines that all the Independent Directors on the Boardpossess integrity necessary expertise and experience for performing their functionsdiligently.

B. Resignation/Superannuation of Directors & Key ManagerialPersonnel:

a. Mr. Samir T. Desai ceased to be an Independent Director of theCompany on August 26 2021 on account of his resignation from the Company.

b. Mr. Kapil Bhalla superannuated as the Company Secretary andCompliance Officer of the Company with effect from October 29 2021.

The Board places on record its appreciation for the contribution madeby the aforesaid Director and the KMP.

Number of Meetings of the Board of Directors

This information is given inAnnexure ‘D? - Report onCorporate Governance forming part of this Board Report. Members are requested to refer topage no. 71 of this Annual Report.

Audit Committee

This information is given in Annexure ‘D? - Report onCorporate Governance forming part of this Report. Members are requested to refer to pageno. 76 of the Annual Report.

Company Policy on Director?s Appointment and Remuneration

The Company has in place a Nomination and Remuneration Committee (NRC)in accordance with the requirements of

Section 178 of the Act read with rules made thereunder and Regulation19 of the LODR.

The details of the same are given in Annexure ‘D? - Report onCorporate Governance forming part of this Board Report. Members are requested to refer topage no. 78 of this Annual Report.

NRC has formulated a policy on director?s appointment andremuneration including recommendation of remuneration of the key managerial personnel andsenior management personnel and the criteria for determining qualifications positiveattributes and independence of a Director and also disclosed the Policy on theCompany?s website http://www.ltts.com/ and is also enclosed to the Board report asAnnexure ‘H?. During the year under the review the Company had amended the saidPolicy in line with amendments in the Act.

The Committee has formulated a policy on Board diversity.

Stakeholders? Relationship Committee

The Company has in place a Stakeholders? Relationship Committee interms of the requirements of the Act read with the rules made thereunder and Regulation 20of the LODR.

The details of the same are given in Annexure ‘D? - Report onCorporate Governance forming part of this Board Report. Members are requested to refer topage no. 81 of this Board Report.

Declaration of Independence

The Company has received Declarations of Independence from IndependentDirectors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the LODRconfirming that he/she is not disqualified from appointing/continuing as IndependentDirector as per the criteria laid down in Section 149(6) of the Act and Regulation16(1)(b) of the LODR. The same are also displayed on the website of the Company athttps://www.ltts.com/investors/corporate-governance. The Independent Directors havecomplied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Adequacy of Internal Financial Controls

The Company has designed and implemented a process driven framework forInternal Financial Controls (‘IFC?) within the meaning of the explanation toSection 134(5)(e) of the Act. For the year ended March 31 2022 the Board is of theopinion that the Company has sound IFC commensurate with the nature and size of itsbusiness operations and operating effectively and no material weaknesses exist. TheCompany has a process in place to continuously monitor the same and identify gaps if anyand implement new and/or improved controls wherever the effect of such gaps would have amaterial effect on the Company?s operations.

Directors Responsibility Statement

The Board of Directors of the Company confirms that:

a. In the preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concernbasis;

e. The Directors have laid down an adequate system of internalfinancial control to be followed by the Company and such internal financial controls areadequate and operating efficiently;

f. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and wereoperating effectively.

Performance Evaluation of Board its Committees and Directors

The Nomination and Remuneration Committee (NRC) and the Board have laiddown the manner in which formal annual evaluation of the performance of the BoardCommittees Chairman and individual Directors has to be made.

All Directors responded through a structured questionnaire givingfeedback about the performance of the Board its Committees individual Directors and theChairman.

The Company had engaged an external agency to facilitate the process ofannual evaluation of the performance of the Board Committees Chairman and the individualDirectors. The said external agency was responsible to receive the responses from theDirectors to consolidate and analyze their responses and present the same to the Chairmanof the NRC. The external agency used its IT platform for the entire board evaluationprocess right from initiation till conclusion in order to ensure that the entire processis done in a confidential transparent and independent manner without the involvement ofthe Management or the Company?s IT system to ensure an unbiased feedback.

The questionnaires cover the Board composition its structure itsculture its effectiveness its functioning information availability adequatediscussions etc. These questionaries? also cover specific criteria and the grounds onwhich all directors in their individual capacity will be evaluated.

Evaluation of Independent Directors was done by Board includingassessment of their performance and their independence of management.

The inputs given by all the directors were discussed in the meeting ofthe Independent Directors held in accordance with Schedule IV of the Act on April 212022. The performance evaluation of the Board Committees Chairman and Directors was alsoreviewed by the NRC as well as in the Board Meeting. The Group Chairman had an individualdiscussion with all the Independent Directors and the Chairman of the NRC also had adiscussion with all the Executive Directors individually. Most of the suggestions from theBoard Evaluation exercise have been suitably implemented such as meetings of Chairman ofNRC with individual directors and Action Taken Report of Board decisions.

Disclosure of Remuneration

The details of remuneration as required to be disclosed under the Actand the rules made thereunder are given in the Annexure ‘E? forming part of thisBoard Report.

The information in respect of employees of the Company requiredpursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time is provided in Annexure‘F? forming part of this Board Report.

In terms of Section 136(1) of the Act and the rules made thereunderthe Report and Accounts are being sent to the shareholders excluding the aforesaidAnnexure. Any Shareholder interested in obtaining copy of the same may write to theCompany Secretary at the registered office of the

Company. None of the employees listed in the said Annexure are relatedto any Director of the Company.

Compliance with Secretarial Standards on the Board and General Meetings

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

Vigil Mechanism

The Whistle Blower Policy of the Company meets the requirement of theVigil Mechanism framework under the Act and Regulation 22 of the LODR. As per theprovisions of Section 177(9) of the Act the Company is required to establish an effectiveVigil Mechanism for directors and employees to report genuine concerns.

The details of the same are given in Annexure ‘D? - Report onCorporate Governance forming part of this Report. Members are requested to refer to pageno. 83 of the Annual Report.

Protection of Women at Workplace

The Company has constituted an Internal Complaints Committee(‘ICC?) in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. The ICC has beenconstituted as per the aforesaid Act to redress the complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

During the year under review no cases of sexual harassment werereceived on POSH [(Policy on prevention of Sexual Harassment) of Women at Workplace].

Awareness workshops/training programmes are conducted across theCompany to sensitize employees to uphold the dignity of their colleagues at work placeespecially with respect to prevention of sexual harassment.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to Section 129(3) of the Act and Regulation 34 of the LODR andprepared in accordance with the applicable Accounting Standards prescribed by theInstitute of Chartered Accountants of India (ICAI) in this regard.

Auditors Report

The Auditors? report to the shareholders does not contain anyqualification observation or comment or adverse remark(s).

Statutory Auditors

In view of the mandatory requirement of the rotation of Auditors?and in accordance with the provisions of the Act Sharp & Tannan (firm registrationnumber 109982W) Chartered Accountants were appointed as Statutory Auditors for a periodof 4 continuous years from the conclusion of 6th Annual General Meeting (AGM) till theconclusion of 10th AGM of the Company in the AGM held on August 22 2018.

The Company?s Auditors Messrs. Sharp & Tannan will becompleting a period of ten years as Statutory Auditors of the Company. In view of themandatory rotation of auditor and in accordance with the provisions of the Act it isproposed to appoint Messrs. MSKA & Associates Chartered Accountants (FirmRegistration No. 105047W) as Statutory Auditors for a period of five continuous years i.e.from the conclusion of the 10th AGM till the conclusion of the 15th AGM of the Company.

The Board places on record its appreciation for the services renderedby Messrs. Sharp & Tannan as the Statutory Auditors of the Company.

Certificate from the Auditors has been received to the effect that theyare eligible to act as Auditors of the Company and their appointment would be within thelimits as prescribed under Section 141 of the Act.

The Auditors have confirmed that they have subjected themselves to thepeer review process of ICAI and hold valid certificate issued by the Peer Review Board ofthe ICAI.

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

The Audit Committee reviews the independence and objectivity of theAuditors and the effectiveness of the Audit process.

For the financial year 2021-22 the total fees paid by the Company andits subsidiaries on a consolidated basis to the Auditors and all entities in the networkfirm/entity of which the Auditors are a part thereof for all the services provided by themis Rs. 4.14 million.

The Auditors attend the AGM of the Company. Also see page no. 84forming part of Annexure ‘D? of the Board Report.

Secretarial Audit Report

The Board had appointed Alwyn Jay & Co. (firm registration no.P2010MH21500) Practicing Company Secretaries to carry out Secretarial Audit under theprovisions of Section 204 of the Act for the financial year 2021-22.

The Secretarial Audit Report issued by Alwyn Jay & Co. PracticingCompany Secretaries is attached as Annexure ‘G? to this Board Report.

The Secretarial Auditor?s Report to the shareholders does notcontain any qualification or reservation or adverse remark.

Details of Significant and Material Orders Passed by the Regulators orCourts or Tribunals

During the year under review there were no material and significantorders passed by the Regulators or Courts or Tribunals impacting the going concern statusand the Company?s operations in future.

Annual Return

As per the provisions of Section 92(3) of the Act the Annual Return ofthe Company for the financial year 2021-22 is available on the website of the Company athttps://www.ltts.com/investors/corporate-governance.

Other Disclosures

1. Corporate Governance Report

Pursuant to Regulation 34 read with Schedule V of the LODR a Report onCorporate Governance and a certificate obtained from the Statutory Auditors confirmingcompliance is provided in Annexure ‘D? - Report on Corporate Governance formingpart of this Board Report.

2. Employee Stock Option Scheme

There has been no material change in the Employee Stock Option Scheme– 2016 (ESOP Scheme - 2016) during the current financial year. The ESOP Scheme - 2016is in compliance with the SBEB Regulations.

The disclosure relating to the ESOP Scheme - 2016 required to be madeunder the Act and rules made thereunder and the SBEB Regulations is provided on thewebsite of the Company http://www.ltts.com/investors/.

The Secretarial Auditors? certificate confirming compliance withthe Act and the SBEB Regulations is provided in Annexure ‘D? - Report onCorporate Governance forming part of this Board Report.

3. No disclosure is required under Section 67(3)(c) of the Act inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said section are not applicable.

4. Credit Rating

The Company enjoys a good reputation for its sound financial managementand the ability to meet its financial obligations. The Company has received CRISILAAA/stable and CRISIL A1+ rating for it?s the long term and short-term financialinstruments of the Company respectively.

5. Reporting of Frauds

The Auditors of the Company have not reported any instances of fraudcommitted against the Company by its officers or employees as specified under Section143(12) of the Act.

6. KYC registration for holders of physical securities:

As per SEBI circular dated November 3 2021 the Company has sentnotice to all holders of physical securities asking them to furnish their PAN details ofNomination Contact details (viz. address mobile and email) Bank Account details andspecimen signature ("KYC information") to Kfin Technologies Limited on or beforeMarch 31 2023.

All shareholders of the Company holding shares in physical form arerequested to update their KYC information with Kfin Technologies Limited at the earliest.The relevant forms for updating the KYC information are provided on the website of theCompany at ltts.com/investors/investor-services.

7. Business Responsibility Reporting

As per Regulation 34 of the LODR a separate section on BusinessResponsibility Reporting forms a part of the Annual Report (refer pages 124 to 133)describing initiatives taken by the Company from an environmental social and governanceperspective. The activities carried out by the Company as a part of its CSR initiativesduring FY 2021-22 are covered in the same.

8. Statutory Compliance

The Company complies with all applicable laws rules and regulationspays applicable taxes on time ensure taking care of all its stakeholders and initiatessustainable activities and ensures statutory CSR Spend. The Company has an in-houseCompliance Tool to monitor all the compliances.

9. MSME

The Ministry of Micro Small and Medium Enterprises vide theirNotification dated 2nd November 2018 has instructed all the companies registered under theAct with a turnover of more than Rupees Five Hundred crore to get themselves onboarded onthe Trade Receivables Discounting System platform (TReDS) set up by the Reserve Bank ofIndia. In compliance with this requirement the Company has registered itself on TReDSthrough -KredX Early-.

The Company has complied with the requirement of submitting a halfyearly return to the MCA within the specified timelines.

Acknowledgement

Your Directors take this opportunity to thank the customers vendorsacademic institutions Financial Institutions Regulatory Authorities Stock Exchanges andall the various stakeholders for their continued co-operation and support to the Company.Your Directors also acknowledge the support and co-operation from the Government of Indiaand the Governments of various countries the concerned State Governments otherGovernment Departments and Governmental Agencies. The Directors appreciate the significantcontributions made by the employees of the Company and its subsidiaries during the yearunder review and value the contributions made by every member of the LTTS family globally.

For and on behalf of the Board

Amit Chadha S. N. Subrahmanyan
CEO & Managing Director Vice Chairman
(DIN: 07076149) (DIN: 02255382)
Place: Mumbai Place: Mumbai
Date: April 21 2022 Date: April 21 2022

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