Board's Report
To the Members of
LTIMindtree Limited
(formerly Larsen &Toubro Infotech Limited)
Your Directors have pleasure in presenting the Integrated Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of LTIMindtree Limited ('LTIMindtree' or 'the Company') for the year ended March 31, 2024 ('FY24').
FINANCIAL RESULTS
Standalone
Consolidated
PERFORMANCE OF THE COMPANY
On a consolidated basis, revenue for the year was Rs. 355,170 Million, with an increase of 7.0% in rupee terms. The increase in revenue is attributable to growth across all verticals, predominantly Banking, Financial Services & Insurance; Technology, Media & Communications; Manufacturing & Resources. Profit after tax on a consolidated basis for the year was Rs. 45,846 Million, with an increase of 4.0%. For more details, refer to the 'Financial Performance' section in the Management Discussion and Analysis, which forms part of the Integrated Annual Report.
MARKETING
In our first full year as LTIMindtree, our marketing has been focused on building a strong brand globally and consistent customer recognition as a top-tier IT services Company and strategic partner for digital transformation.
Every day, we endeavour to create a future of limitless possibilities. And in this regard, we are delighted to be recognized by Fortune Magazine as a member of the Global Future 50 list of companies. The ranking assesses the long-term revenue growth prospects of more than 1,700 of the world's largest public companies.
In addition, LTIMindtree was awarded the 'Service Advocate of the Year' by Microsoft, secured the esteemed NASSCOM Spotlight Award for Best-in-Class R&D Organization, and recognized as the fastest growing Indian IT brand in 2023 by Brand Finance — all definitive testaments to a strong brand that embodies a relentless pursuit of customer value through innovation and collaboration.
At the heart of our organization is a strong culture and value system, which empowers every individual to thrive and contribute to our growth and collective ambitions. As ambassadors of the brand, our people embody this culture and help create an inclusive and fulfilling workplace. This is the reason that we have been acclaimed as a Great Place to Work™ across multiple countries including the US, UK, France, Poland, and Denmark. And this year, as we expand our global presence and delivery capabilities, our marketing team has also helped create world-class working spaces and curated customer and partner experiences in Mexico, Noida, Pune, Hyderabad, and Kolkata.
And for all of us at LTIMindtree, sustainability is an integral part of our identity. We are a conscientious, futuristic, and sustainable organization — going beyond net-zero goals and ESG offerings — committed to building an eguitable and sustainable future for everyone. And we are proud to receive the Global Partner of the Year Award for Sustainability at AWS reinvent as well as the Golden Peacock Award for Sustainability in India.
We understand that our actions today shape the world of tomorrow. And we will continue to use technology as a force for good, enriching lives, and creating a truly limitless future.
HUMAN RESOURCE
Employee Value Proposition: LTIMindtree offers a comprehensive Employee Value Proposition (EVP) that caters to the diverse needs of its employees based on four key pillars, i.e., talent-growth opportunities, people-centric culture, rich employee experience, and compelling brand.
Talent Acquisition: LTIMindtree hired 15,294 employees globally in FY 23-24, with a strong focus on diversity, equity, and inclusion (DEI) initiatives, resulting in 27% of hires belonging to diverse groups. The Company also enhanced its hiring strategy, applicant tracking system, and sourcing methods to attract and retain top talent.
Diversity, Equity, and Inclusion (DEI): LTIMindtree is committed to creating an inclusive environment that fosters respect, belongingness, empowerment, and progress for all. The Company has established DEI councils in 3 geographies and focused on five key areas i.e., ethnicity/nationality, disability inclusion, gender equity, LGBTQ+ inclusion, and veterans' support. The Company also received several awards for its DEI efforts.
Engagement: LTIMindtree organized several engagement events and people programs across all regions, such as Employee Appreciation Week, Festive Celebrations, HR open house connects, financial planning webinars, and location-specific cultural events.
Wellness: LTIMindtree has a holistic framework for wellness, covering four pillars i.e., emotional, physical, financial, and social. The Company provides various wellness initiatives and services, such as 24/7 medical assistance, Employee Assistance Program (EAP), webinars on health topics, elder care and career counselling, and Transcend, a 90-day transformation program.
Career and Learning: LTIMindtree offers a range of career and learning opportunities for its employees, such as the 7-step program. Talent Central, Shoshin School, My Career My Growth, Succession Planning, Learn Grow Lead, and MPower. These initiatives aim to strengthen the competencies, skills, and career growth of the employees and prepare them for future leadership roles.
LTIMindtree has begun a digital transformation of its employee experience by digitizing the employee lifecycle. The Company has a performance-driven culture, with its Rewards and Recognition program iWin, at its core.
Awards & Recognition: LTIMindtree has been recognized as a Great Place to Work™ in Denmark, the USA, France and Poland, and as a Top Employer in the UK. The organization also won theTechCircle's People Pioneer Awards 2024 for its innovative practices in the "Future of Work, Workforce, and Workplace", 14th Cll National HR Excellence Award for "Significant Achievement in HR
Excellence" and India's Greatest CHRO Award by Asia One.
INFRASTRUCTURE
Your Company has occupied overall 6,972,340 sq.ft of space, consisting of 50,257 seats, spread across various locations in India. The Company's footprint is expanding continuously, and to ensure sustainable development and to minimize our civic load on the community, we have committed to ensure all existing and upcoming facilities are certified for green building. All our projects have been certified and applied for LEED IGBC Platinum certification (a green building certification body, affiliated with LEED USGBC). This approach helps to reduce the impact on human health and the environment. These buildings are resource efficient, helps to consume less energy, water, and other natural resources.
Environment benefits:
• By adopting a green design, able to reduce our Energy per Index by 8.23% and Water per capita by 40.62% even if our overall occupied square feet have increased by 11.13L Sq.ft.
• By lighting for the entire floor with LED lamps, achieved a reduction of 30% light power as compared to conventional T5/ CFL lamps.
• 76% of the materials for the building projects were locally resourced to reduce our emissions and reduced dependency on virgin materials.
• In all our projects, achieved Lighting Power Density reduction by more than 50% by implementing total Lighting management system, wherein the lights are controlled (switch ON & OFF, Dimming) based on Occupancy, Motion sensing. Time scheduling and Day light harvesting.
• More than 40% of materials by cost are recycled materials.
Further, LTIMindtree has designed to use water in a self-sustainable manner through reducing, recycling & reusing strategies, usage of eco-friendly refrigerant in FIVAC systems, BEE star-rated electrical and electronic equipments. Most of our facilities are in the proximity of bus stop, metro stations, sub-urban railways encouraging employees to use public transport.
Health Benefits:
• The fresh air supply for all the project space has been designed to meet ASFIRAE's requirement to enhance the indoor air quality.
• LTIM uses low VOC paints and finishes to maintain indoor air quality.
• All our workstations are ergonomically designed to improve workspace comfort.
• Installation of C02 monitoring sensors on floors which is connected BMS and monitored 24/7.
• Isolated areas exposed to hazardous gases or chemicals - Printers, chemical storage room and janitor room.
• LTIM uses BIFMA certified furniture and CRI certified carpets.
• In all our new facilities we have recreational areas or game zones which include gym, reading lounge, table tennis, carrom, pool table, football etc. for occupant well-being.
Sites included under green building certification during the financial year:
• Bhubaneshwar - Certified platinum Green Campus by IGBC.
• Kolkata Adventz Infinity - Certified platinum for Interior designs by USGBC.
• Mumbai - Mensa campus - Certified Platinum Green building by USGBC.
• Pune ICC - Certified platinum for Interior designs by IGBC.
QUALITY INITIATIVES
Client Centricity is the core of LTIMindtree's Quality Policy. LTIMindtree strives to be the most client centric partner by delivering rich and meaningful experiences not only to its clients but also to its client's customers. It endeavors to continuously improve its services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.
This year, we recorded high client satisfaction with high response rates above industry average. LTIMindtree received 62% responses, while Industry sees responses around 55-60%. Our clients are delighted with LTIMindtree's customer centric approach. Our flexibility & adaptability, customer first & partner mindset, leadership responsiveness are appreciated by our clients. 1 in 3 Decision makers / Senior management levels see LTIMindtree from the prism of a strategic / advisory partner, exceeding industry average of 1 in 4 touchpoints.
The Client Satisfaction rate improved to 5.85 in FY24 from a previous 5.74 in FY23, pointing to our sustained commitment to building long-term strong and strategic partnerships with our clients. We enhanced our scores across the parameters of satisfaction, loyalty, advocacy, and business value.
LTIMindtree's Quality Management Systems (QMS) portal is a single focal point for processes, helps to bring in standardization, institutionalization, and industry best practices/standards and frameworks.
The QMS is built on the concept of practitioner defined and refined where knowledge and best practices are shared and published. Processes are developed based on industry trends, different project types and different services that LTIMindtree caters to and make them available as reference documents for projects to start work and also ensure that the repository built, is the collection of best practices.
LTIMindtree's proprietary Capability Maturity Framework (LTIM-CMF) was deployed in FY24 for the sixth consecutive year. It continued to instil a culture of self-discipline combined with strong collaboration within and across units. Multiple CMF Insights and Analytics are enabled through Power Bl dashboard for each parameter at every stratum in the organization.
Prime benefits include increase in earnings via 77 innovation platforms (58 are new), frameworks, governance and analytics tools, industrialization of existing Intellectual Property & best practices, in 100+ unique engagements. Project management using High Maturity (HM) practices also brought in significant savings. Other benefits included productivity improvements in 68 accounts/ service lines and enrichment of the Central Knowledge Repository (Knowledge Hub) with good practices, case studies & reusable components from all units. LTIMindtree's Quality Management Systems (QMS) was strengthened with 50+ QMS process enhancements, including estimations and baselines for new technology, new processes, and enhancements for Data Science, Interactive and Low Code Platforms, Oracle Hyperion/ EPM, SAP Azure/ AMS, DSaaS, Digital Engineering, Cloud & Infra Practice.
Launched Process Simplification/ revalidation project to evaluate and simplify 209 processes by eliminating waste and adding measurable metrics driven approach. 110 processes and the corresponding references have been revised and 19 processed are eliminated. The effectiveness of the revamped processes is measured via feedback and audits, escalations etc.
The Project Management Platform is migrated to a unified integrated solution (ServiceNow SPM /GRC) for improved user experience, enhanced productivity, better compliance, easy reporting and scalability. 85+ existing challenges are resolved though this exercise. The key features involve Simplified Project creation, Multiple lifecycle handling, Automation of Metrics Action plan for all Lifecycles, Program Management Module and Enhanced Audit Module.
MARS - Metrics Analysis and Reporting Suit has automated Metrics Action Plans for support projects. It is specifically designed to transform how support projects manage and analyze their performance data. This persona-based platform, eguipped with an integrated workflow for review and approval, guarantees data integrity while streamlining the data submission and analysis process. Key features of MARS are API integration, Effortless Data Upload and Insightful Metrics and Analysis. Over 300 projects have benefited till date. This has helped to reduce effort by more than 75%.
BGenie- LTIMindtree's proprietary Liferay based tool, is enhanced to introduce automation of Monte Carlo Simulation and Sensitivity Analysis for support - Initial and Current predictions module for these project objectives i.e., to improve or optimize Resource Occupancy (RO), to reduce ticket backlog and to improve SLA compliance. Also, option of multiple initial runs is enabled.
Governance is digitized by providing more than 35 KPIs in one view. Persona based views help users to focus on pain areas. The analytics on organization risks have helped business to avoid client escalations. The Analytics on client feedback has helped improve client satisfaction. Support data analytics helps to get nudges and prescriptive analytics on client ticket data, thereby enabling business to focus on specific improvements.
The Company's Escalation Risk Review (ERR) framework with escalation path right up to the Chief Operating Officer (COO) was very effective in getting timely attention at the appropriate level, thus arresting possible client escalations & ensuring a positive client experience at every stage during the engagements. Enterprise Risk Review (ERR) at the Chief Delivery Officer (CDO) Level: A new layer of governance has been introduced with the Enterprise Risk Review (ERR) at the CDO level, preceding the COO level review. This revision aims to address governance gaps and establish a fixed timeline for implementing 'go-green' plans for projects identified as critical or high-risk. This allows for a focused discussion on technical interventions or other targeted measures to steer these projects back on track.
With the introduction of Pursuit Assurance processes having the objective of enabling Zero-Surprise delivery execution incorporating a robust de-risking pre-delivery execution start approach and an improved baseline for a green start enabling a seamless transition from Pursuit to Delivery. This process identified a total of >1200 risks and >80 suggestions thereby reducing downstream execution risks by >15%. Pursuit Assurance consists of 3 stages:
• DRE - Deal Risk Exposure (prior to Deal Solution Submission) - 178 Deals have been covered of which 22 are won.
• CRE - Contract Risk Exposure (Typically prior to SOW submission) - 35 pilots completed including pre & post contract signatures.
• GSR - Green Start Review (Post Deal WIN decision and Prior to Start of Delivery) - 6 pilot deals completed (recent wins).
Enhancing our Transition framework and introducing enhanced governance has led to establishing a robust assurance process that supports identification and mitigation of risks that could impact BAU of support engagements.
LTIMindtree has successfully rolled out CAST, a software intelligence platform across 35+ accounts, to improve the structural guality of their software systems. The platform has been used for faster application discovery, modernization, and migration to the cloud, as well as for architecture blueprint creation, accelerating transition and knowledge transfer, reducing technical debt, and monitoring application health indicators. Additionally, CAST has been used for software composition analysis, which identifies security vulnerabilities and license risks. LTIMindtree has a CAST COE (Center of Excellence) that conducts webinars, knowledge management sessions, and CAST Day events to evangelize the use of CAST products across the organization. The CAST COE team also reaches out to accounts and projects to have 1:1 discussions, demos, and explore use cases where CAST products can be used.
CAST assessment done at multiple leading insurance companies for moving to Cloud, resulted in extra revenue of 38.8 Million USD besides 20% cost savings on the assessment activities and shorter cycle time enabling faster go-to-market for the customers.
LTIMindtree has a Lean COE (Center of Excellence) that conducts webinars, knowledge management sessions, and events to evangelize the use of Lean methodologies across the organization. The Lean COE team reaches out to accounts and projects to have 1:1 discussions, demos, and explore use cases where Lean methodologies can be used. In one of the recent Lean assessments at a leading travel management customer, the Lean COE helped streamline the Invoice creation process (Smart Bill) resulting in the possibility of reducing the overall TAT from current 11 days to 4 days i.e. a 63% improvement in cycle time that leads to faster invoice creation and earlier revenue collection for the customer.
In continuous effort to enhance operational efficiency and clarity across projects, Obligation Management process is revamped to ensure 100% compliance to contractual obligations with LTIM clients. The process is digitized through GenAI based tool to identify, extract and monitor the obligations in Insight 360 platform. The validation and verification are carried out involving the Legal team for MSA and all other relevant support groups. 140 MSA and 1500 projects have started monitoring the obligations. Power Bl - Dashboard for monitoring fidelity index with both Delivery and Functional views enables the governance of the obligations.
AMS Centre of Excellence (AMS COE) has conceptualized and implemented Delivery Model Assessment (DMA) as a new service offering. The framework helps the organization to proactively identify the good practices and gaps or risks within an engagement / program. DMA framework is designed based on industry best practices (ITIL 4, COBIT Governance and QMS processes). It covers various aspects of engagement - Contract, Transition & Transformation, Governance, Collaboration, Communication, Voice of Customer, Innovation and Value Co-Creation. It is implemented across 4 large engagements. 69 Service Improvement opportunities and 13 good practices have been identified.
Manual Error Control (MEC) program has been implemented by AMS CoE across 13 programs, enabling proactive identification and mitigation of risks, thereby reducing risk of human errors (including major incidents). Trainings were conducted for 250 team members on manual error avoidance.
AMS-CoE team has digitalized the Delivery Model Assessment, ITSM assessments and Manual Error Control framework.
The Simplify & Automate project aims at improving efficiency, accuracy, and speed in project management operations, by automating manual project management activities for Finance team and the PM/DM's. Recent automation has simplified T&M Resource timesheet submission to client for Approval.
Knowledge Management is revolutionized by migrating to "Knowledge Flub" with 79 new features. 1,000+ Published artifacts are hosted in Knowledge Flub, engaging 10,000+ participants quarterly. Knowledge Flub has 2150+ artifacts approved & published with 76,000+ views. Knowledge sharing sessions by KM COE got doubled last 2 quarters, reaching 22,000 participants in Q4 FY24, across 35+ sessions. Knowledge Score is published quarterly for each group basis the artifacts, sessions and KM practices assessed using Knowledge Management Maturity (KMM) assessment model.
Spotlight on LTIMindtree Events:
? Celebrating Quality, Knowledge, and Partnerships: World Quality Week (WQW2023) in the week of November 6, 2023 with central theme as "Quality - Realizing Your Competitive Potential", engaging 500+ participant across glob.
? On November 22, 2023, our Bangalore location hosted CAST Day, generating over 30 new leads for implementations.
? Knowledge Management Week 2023 in the week of December 4, 2023, including 13 collaborative sessions, experts' insights from 22 leaders in the society, engaging 5,000 participants across globe.
? External Partner (XP) Day (February 29, 2024) - focused on knowledge exchange with our Top 5 External Partners, featuring sessions on techno-functional areas, products, and services. Partners included IBM, Quip (SFDC), CAST, ServiceNow, and AWS. The event drew participation from over 3,000 associates.
Certifications
At LTIMindtree, Delivery Excellence oversees internal and external audits, certifications, and assessments.
In our ongoing commitment to excellence and continuous improvement, we have made significant strides in audits and certifications. These developments reinforce our dedication to maintaining the highest standards and position us as quality and risk management leaders. Launched a comprehensive Audit Certification Program with four levels i.e., L1 - Assessor, L2 - Domain Assessor, L3 - Lead Assessor, and L4 - Senior Assessor. Ten workshops have been conducted, resulting in 146 associates being trained as peer auditors.
We strive to conform to international standards and are proud to be certified with ISO 9001, ISO 27001, ISO 27701, ISO 14001, ISO 45001, ISO 20000-1, ISO 22301, and ISO 31000 for all our corporate offices across the globe, including India, the UK, Europe, South Africa, Canada, and the USA.
? LTIMindtree has been appraised on CMMI 2.0 DEV & SVC for Level 5.
? LTIMindtree is assessed for SOC 1 & SOC 2 at Enterprise Level (84 controls for SOC1 and 118 controls for SOC 2).
? LTIMindtree is assessed by TISAX, an industry-standard information security assessment (ISA) in the European automotive industry, to ensure information security and data protection controls.
? LTIMindtree isassessedfor PCI-DSS compliance, which provides assurance on security controls for handling cardholder information.
? LTIMindtree KM COE assessment by CM Federation team got completed successfully, during Dec'23.
LTIMindtree undergoes Cyber Essential and Cyber Essential Plus assessments for its UK and Ireland operations. These certifications help LTIMindtree protect against common cyber threats and demonstrate the Company's commitment to cybersecurity.
DIVIDEND
A. Dividend
During FY24, your Company paid an interim dividend of Rs. 20/- per equity share of face value of Rs. 1/- each. Further, the Board of Directors has recommended a final dividend of Rs. 45/- per equity share of face value of Rs. 1/- each. Accordingly, the total dividend for FY24, including the recommended final dividend, if approved by the members at their ensuing 28th Annual General Meeting (AGM), would amount to Rs. 65/- per equity share of face value of Rs. 1/- each. The final dividend, if approved by the members, would be paid within 10 days of AGM to those members whose name appears in the Register of Members as on the Record Date.
The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). The said Policy is hosted on the website of the Company https://www.ltimindtree.com/wp-content/ uploads/2017/05/Dividend-Distribution-Policv.pdf Rs.pdf=download
B. Unclaimed Dividend
In accordance with the provisions of Section 125 of the Companies Act, 2013 ('the Act') read the with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), following dividends declared by the Company & erstwhile Mindtree Limited (Mindtree) and remaining unclaimed for seven years will be transferred to the Investor Education and Protection Fund (IEPF) during FY25:
Further, shares in the folios/demat accounts in which dividend(s) have remained unclaimed for seven consecutive years will also be transferred to IEPF.
Members are requested to claim dividend(s) which have remained unclaimed, by sending a request to the Company at e-mail ID lnvestor@ltimindtree.com or to the Company's Registrar and Share Transfer Agent (RTA) at e-mail rnt.helpdesk@linkintime. co.in or to their postal address C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India.
During the year under review, the Company transferred dividend amounting to Rs. 4,144,553/- which remained unclaimed for a period of seven years to IEPF in accordance with the provisions of the Act. Details of the unclaimed dividend are uploaded on the Company's website https://www.ltimindtree.com/investors/dividend/
Pursuant to the applicable provisions of the Act, read with the IEPF Rules, the Company has so far transferred 83,361 equity shares to IEPF on which dividend has not been claimed for seven consecutive years of which 26 shares have been retrieved from the IEPF. The shareholders may claim their respective shares transferred to IEPF by making an application as per the procedure outlined under Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
DETAILS OF UNCLAIMED SHARES
In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of unclaimed shares held in demat accounts titled as 'Demat Suspense Account' and 'Escrow Demat Account' forms part of Annexure A to this report.
CHANGES IN SHARE CAPITAL
During the year under review, 96,132 equity shares of Rs. 1/- each of the Company were allotted on exercise of the vested stock options by the eligible employees under 'LTIMindtree Limited Employee Stock Option Scheme 2015' and 7,410 equity shares of face value of Rs. 1/- at an exercise price of Rs. 10/- each of the Company were allotted to eligible employees under 'LTIMindtree Employee Restricted Stock Purchase Plan 2012 (ESPS/ERSP 2012).
Further 237,048 equity shares of face value of Rs. 1/- of the Company were allotted to LTIMindtree Employee Welfare Trust under 'LTIMindtree Employees Stock Option Plan 2021' and 'LTIMindtree Employee Stock Option Scheme 2015'.
Accordingly, the paid-up equity share capital of the Company increased from Rs. 295.82 Million as at March 31, 2023, to Rs. 296.16 Million as at March 31, 2024.
CAPITAL EXPENDITURE
As at March 31, 2024, on consolidated basis, the gross fixed and intangible assets stood at Rs. 54,783 Million (previous year Rs. 44,473 Million), out of which assets amounting to Rs. 11,791 Million (previous year Rs. 4,953 Million) were added during the year. The net fixed and intangible assets stood at Rs. 18,868 Million (previous year Rs. 12,360 Million).
As at March 31, 2024, on standalone basis, gross fixed and intangible assets stood at Rs. 45,621 Million (previous year Rs. 35,639 Million), out of which assets amounting to Rs. 11,619 Million (previous year Rs. 4,747 Million) were added during the year. The net fixed and intangible assets stood at Rs. 17,711 Million (previous year Rs. 10,958 Million).
LIQUIDITY
Your Company maintains sufficient cash to meet its operations and strategic objectives. Cash and investments (net of short-term borrowings) have increased from Rs. 73,967 Million as at March 31, 2023 to Rs. 93,441 Million as at March 31, 2024.
CREDIT RATING
During the year, the Company has been rated by CRISIL and India Ratings & Research, credit rating agencies for its banking facilities. Both rating agencies have issued long-term issuer rating with AAA/Stable and short-term facilities with A1+. These ratings reflect your Company's continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
As part of Company's rationalisation program after merger of Mindtree, the subsidiaries were reduced to 21 as against 26 in the
previous year.
Further, the Company does not have any material subsidiary. The changes in subsidiaries during the year are as follows:
A. Amalgamation
During the year, three Indian wholly-owned subsidiaries namely Lymbyc Solutions Private Limited, Powerupcloud Technologies Private Limited and Cuelogic Technologies Private Limited were merged with the Company w.e.f July 11, 2023.
B. Liquidation
Following subsidiaries were liquidated during the year:
i. Cuelogic Technologies Inc w.e.f April 26, 2023
ii. Mindtree Software (Shanghai) Co. Ltd w.e.f August 26, 2023
C. Shareholder's Agreement between the Company and Global Digital Integrated Solutions Company to form a Joint Venture
During the year under review, the Company has executed a Shareholder's Agreement with Global Digital Integrated Solutions Company (Global Digital), a wholly-owned subsidiary of Saudi Arabian Oil Company (Saudi Aramco) for setting up a Joint Venture in the Kingdom of Saudi Arabia to accelerate digital transformation and new next generation technology adoption in government and private sector enterprises in the Kingdom and the MENA region. Once the joint venture company is incorporated, The Company will hold 51% of the share capital in the joint venture company and Global Digital will hold 49% of the share capital in the joint venture company.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 are provided in Annexure B to this Integrated Annual Report. The statement provides details of performance and financial position of each of the subsidiary.
In line with the requirements of Regulation 16(1 )(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company's website, https://www.ltimindtree.com/wp-content/uploads/2018/11/ Matenal-Subsidiarv-Policv.pdf.
Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financial statements of the subsidiaries are hosted on the Company's website https://www.ltimmdtree.com/ investors/annual-reports/
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED
Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Integrated Annual Report.
RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions were in the ordinary course of business of the Company and on arm's length terms. During FY24, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company vis- a-vis the omnibus approval(s) accorded by Audit Committee. Further, the members at the 27th AGM, approved for entering into material related party transactions upto Rs. 2,000 Crore with Larsen & Toubro Limited, Holding Company. The aforementioned approval is valid till the date of 28th AGM, and a similar approval is proposed in the Notice convening the 28th AGM.
There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during FY24. Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Board's approval.
Related party transactions during FY24 are in compliance with the Act, the SEBI Listing Regulations and are disclosed in the notes to the financial statements which form part of this Integrated Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.
TRANSFER TO GENERAL RESERVES
During the year, the Company has not transferred any amount to General Reserves.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure C to this Report.
RISK MANAGEMENT
The Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review to ensure that executive management controls risk by means of a properly designed framework. A detailed note is given in the Risk Management section forming part of the Integrated Annual Report.
CYBER SECURITY
At LTIMindtree, information security is of paramount importance. In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security events globally, so as to achieve higher compliance and continuity. State-of-the-art and Artificial Intelligence enabled cyber security solutions have been deployed to detect and prevent malicious attempts, and partnerships with leading cyber security providers are in place for adequate service and support. While employees functioned effectively as a remote and hybrid workforce, the Company continued to remain vigilant in the face of changing cyber security threats. Your Company continues to be certified against the Information Security Management System (ISMS) Standard ISO 27001:2013 and Privacy Information Management Systems (PIMS) Standard ISO27701. In addition, the Company has been attested in SSAE18 SOC1 and SOC2 by an Independent audit firm.
CORPORATE SUSTAINABILITY
At LTIMindtree, sustainability is more than just a set of practices, a driving force behind every decision we make to contribute to a better future for the planet, society, and future generations. It is about creating an organization that is not only environmentally mindful, but also socially responsible and ethically motivated.
Our dedication to ESG principles is evident from action to transformation, at the core of which is our ESG Vision. LTIMindtree has made significant strides in multiple facets of corporate sustainability, embodying a holistic approach to environmental stewardship, fostering inclusivity and diversity, employee engagement, social responsibility, and ethical governance. Furthermore, LTIMindtree upholds the highest ethical standards in corporate governance, exemplified by the diversification of its board and a steadfast commitment to compliance, integrity, and transparency.
LTIMindtree takes a multi-pronged approach to corporate sustainability employing numerous frameworks aligned with the Ten principles of the United NationsGlobal Compact (UNGC), Sustainable Development Goals (SDGs), National Guidelines on Responsible Business Conduct (NGRBC), Global Reporting Initiative (GRI), and other Environmental, Social, and Governance (ESG) components. We are committed to nature conservation and are among few global corporates as 'Early Adopter' to have aligned our disclosures with Taskforce on Nature-related Financial Disclosures (TNFD) standards, as outlined in our FY 2023-24 Sustainability Report.
Concurrently, LTIMindtree's dedication to corporate sustainability has cemented its reputation with multiple accolades (refer Awards & Recognitions para herein) in the ESG arena for our mature performance at all levels of the organization and its value chain.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the Annual Report on CSR Activities for FY24, forming part of the Report as Annexure D.
The CSR Policy and CSR Annual Action Plan for FY24 are available on the Company's website, www.ltimindtree.com/social- responsibilitv/
The Chief Financial Officer has certified that the funds disbursed for CSR related activities have been utilized for the purpose and in the manner approved by the Board of Directors for FY24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Appointments
a. Ms. Angna Arora was appointed as Compliance Officer w.e.f. November 28, 2023 and elevated to the position of Company Secretary and Compliance Officer w.e.f. December 11, 2023.
b. Mr. Vipul Chandra was appointed as Chief Financial Officer w.e.f. April 25, 2024.
Cessations
a. Mr. Rajnish Kumar resigned as Independent Director, w.e.f. close of business hours on July 17, 2023.
b. Mr. Tridib Barat resigned as Company Secretary and Compliance Officer w.e.f. close of business hours on August 31, 2023.
c. Mr. Vinit Teredesai has resigned as Chief Financial Officer and effective date of resignation is from the close of business hours on April 24, 2024.
The Board places on record its appreciation for the services rendered by Mr. Rajnish Kumar during his tenure as Director, Mr. Tridib Barat during his tenure as Company Secretary and Compliance Officer and Mr. Vinit Teredesai during his tenure as Chief Financial Officer.
Re-appointment of Directors
Mr. S.N. Subrahmanyan (DIN: 02255382) and Mr. R. Shankar Raman (DIN: 00019798), Directors, retire by rotation, and being eligible, have offered themselves for re-appointment at the 28th AGM.
The Board pursuant to recommendation of Nomination and Remuneration Committee has approved re-appointment of Mr. Nachiket Deshpande (DIN: 08385028), as a Whole-time Director for a period of five years effective from May 2, 2024 till May 1, 2029.
The Notice convening the 28th AGM includes the above-mentioned proposal for re-appointments.
The disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India form part of the Notice convening the 28th AGM.
Further, as approved by Members at their 27th Annual General Meeting held on July 17, 2023, Mr. A.M. Naik, Founder Chairman shall demit office from the conclusion of the 28th Annual General Meeting. The Board of Directors and the management place on record their deep gratitude for Mr. Naik's extra-ordinary vision, which helped the Company grow by the ranks within a short period, and also for his immaculate journey with the Company.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report is annexed as Annexure E to this Report.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 7 (seven) times during the year under review. Details of these Board meetings are provided in the Corporate Governance Report which is Annexure E to this Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.
During FY24, Independent Directors had their separate meeting on April 20, 2023 in accordance with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations.
BOARD COMMITTEES
In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Board has also constituted Strategic Investment Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY24, are outlined in the Corporate Governance Report forming part of this Report as Annexure E.
During FY24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Policy ('NRC Policy') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel & Senior Management, and criteria to determine qualifications, positive attributes & independence of Director.
The NRC policy is available on the Company's website at https://www.ltimindtree.com/wp-content/uploads/2019/05/LTI-Final NRC- Policv.pdf Rs.pdf=download
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective Independent judgement and without any external influence.
The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
ANNUAL RETURN
The annual return for FY24 is available on the Company's website, https://www.ltimindtree.com/investors/annual-reports/
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.
The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.
The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an Independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors' Report include a report on the internal financial controls over financial reporting.
In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.
The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during FY24.
COMPLIANCE MONITORING SYSTEM
At LTIMindtree, ensuring regulatory compliance is of utmost importance. Your Company has put in place a compliance management framework that outlines the Company's philosophy towards compliance culture, understanding compliance changes, coverage, approach, responsibilities, risk matrix and trainings.
The Company believes that a good framework is essential to track statutory compliance for the successful conduct of business operations and high standards of corporate governance. The Company has further enhanced the mechanism to monitor compliances by setting up the Compliance Committee for governance and monitoring of the compliance obligations globally to review performance and remediation plans on an ongoing basis. The Global compliance update is presented to the Audit Committee on a quarterly basis.
Review of key compliances/ regulations are covered as part of internal audit scope every year and Corporate Compliance Team also carries out compliance tool audit and acts as second line of defense to strengthen regulatory compliance risk management. The Company maintains lists of applicable laws and compliance checklist(s) for regulations across multiple jurisdictions applicable to branches and subsidiaries, that are monitored and tracked through the in-house compliance tool. Training is provided to various stakeholders on introduction of new provisions and amendment to existing provisions of the Regulations.
The Company engages external consultants to review and provide compliance checklist(s) for new locations and update the compliance checklist(s) for existing locations. In the compliance tool the compliance tasks are mapped to process owners who submit the tasks with supporting evidence. Identified key stakeholders across functions ensure and confirm compliance with the provisions of all applicable laws.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year ended March 31, 2024;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS
The annual evaluation of the performance of the Board for FY24 was carried out with the help of an external agency with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. Online evaluation of the Board, Board Committees, Chairman and individual Directors was carried out through structured online questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.
The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on April 16, 2024 and Nomination & Remuneration Committee & Board of Directors at their respective meetings held on April 24, 2024. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Nomination & Remuneration Committee & Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.
Individual members of the Board were evaluated against the skills/expertise/competencies identified and approved by the Board of Directors as are required in the context of Company's business which, inter-alia, include competence/expertise in areas of:
• Strategy and Planning
• Governance, Risk Management and Compliance
• Finance, Accounts & Audit
• Global Experience / International Exposure
• Contributor and Collaborator
• Information Technology
• Client Engagement
• Stakeholders Engagement and Industry Advocacy.
The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-3-vis individual Directors is outlined in the Report on Corporate Governance Report which is attached as Annexure E to this Report.
DISCLOSURE OF REMUNERATION
The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure F to this Report.
Details of employees' remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure G to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Board's Report is being sent to the members without the aforesaid Annexure. Members who are interested in obtaining copy of the same may send an email at lnvestor@ltimindtree.com.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at the workplace. The Company has in place a Prevention of Sexual Harassment (POSH) Policy which meets the reguirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. In addition, the POSH Policy is gender neutral. The POSH Policy is available on the Company's website under Corporate Governance section and also on Company's intranet Portal for employees- ULTIMA. The essence of the policy is communicated to all employees at regular intervals through assimilation and awareness programs. The Company has set up Internal Committee (IC), both at the corporate office and at every location where it operates in India. The constitution of the IC at each location is in accordance with the POSH Act and includes a senior woman employee as Presiding Officer and at least one external member. Following are some of the initiatives in place to train the employees, extended support staff and the Internal Committees (IC) on POSH:
1. Each employee is reguired to undergo a mandatory e-learning module on 'Prevention of Sexual Harassment at Workplace'.
2. Training is also extended to extended support staff covering housekeeping, security and cab drivers in their regional language.
3. IC Members are imparted relevant training by an external agency during guarterly meetings of the IC.
4. Quarterly awareness mailers are sent across to all employees capturing every essence of the POSH Policy.
5. All employees globally are encouraged to raise a complaint in case of sexual harassment by either writing to the POSH ID - posh@ltimindtree.com or registering on POSH tool on the Company's intranet portal - Ultima.
6. Penal consequences of sexual harassment and constitution of the IC are displayed on the notice boards at all LTIMindtree offices.
During FY24, the Company received twelve new complaints of sexual harassment in India. Ten of these complaints along with one complaint of FY23 pending as on March 31, 2023, have been resolved with appropriate action, with two complaints pending at the end of FY24.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ('BRSR')
Pursuant to Regulation 34 of the SEBI Listing Regulations, 'Business Responsibility and Sustainability Report' along with Reasonable Assurance Report on BRSR Core forms part of this Integrated Annual Report. The report outlines the initiatives taken by the Company from the environmental, social and governance perspective.
INTEGRATED REPORTING
In the endeavour to enhance the quality of disclosures, an Integrated Report ('IR') encompassing financial and non-financial information forms part of the Integrated Annual Report.
LTIMindtree was one of the early adopters of IR in the IT industry. Our IR is set out in accordance with the integrated reporting framework outlined by International Integrated Reporting Council and SEBI's circular on Integrated Reporting. Our IR has integrated thinking embedded in our strategic framework and our integrated business model defines our ability to create long-term value (outputs and outcomes) out of the capitals available to us (input) with value-accretive activities operating under the strong- governance framework. Our IR aids all the key stakeholders to get a holistic and long-term view of the Company's strategic focus areas, future outlook and value creation which revolves around the six capitals-Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural.
EMPLOYEE STOCK OPTION SCHEMES
During the year, your Company had 'LTIMindtree Employee Stock Option Scheme 2015', 'LTIMindtree Employees Stock Option Plan 2021' and 'LTIMindtree Employee Restricted Stock Purchase Plan 2012' (ERSP/ESPS 2012) (collectively 'ESOP Schemes') in place of which ERSP/ESPS 2012 has expired and further, the LTIMindtree Employee Stock Option Scheme 2015 was amended to include provisions for administration of its activities (from Direct to Trust route) through LTIMindtree Employee Welfare Trust.
The ESOP Schemes are in compliance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company's website, https://www.ltimindtree.com/investors/annual-reports/
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations is given in Annexure H to this Report.
CEO & CFO CERTIFICATE
In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer & Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2024, is given in Annexure -1 to the Corporate Governance Report.
WHISTLEBLOWER MECHANISM
LTIMindtree Whistleblower Policy ('WB Policy') meets the requirement of the vigil mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. WB Policy is available on the Company's website under Corporate Governance section. WB Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure via email, hotline, intranet portal or by post, of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation of the Integrity Policy, Employee Code of Conduct, Supplier Code of Conduct, Securities Dealing Code, Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code).
WB Policy also provides for adequate safeguards against retaliation and victimization of the whistleblower. The investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of the Audit Committee for any reporting. The Audit Committee reviews on a quarterly basis the status of the complaints received and actions taken.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Company's operations in future.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Integrated Annual Report.
AUDITORS
A. STATUTORY AUDITOR
M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No. 117364W/W100739] were appointed as Statutory Auditor of the Company by the members at their 26th AGM, for a period of 5 years from conclusion of the 26th AGM till conclusion of the 31st AGM.
The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 do not contain any qualification, observation or comment or remark(s) which have adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.
B. SECRETARIAL AUDITOR
The Secretarial Audit Report issued by M/s. Alwyn Jay & Co., Practising Company Secretaries is annexed as Annexure I to this Report. The Secretarial Auditor's Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Act are not applicable to the business activities carried out by the Company.
OTHER DISCLOSURES
I. Remuneration received by Whole-time Director from subsidiary company: During the year under review, no Whole-time Director received remuneration from any of the subsidiary(ies) of the Company.
II. During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before NCLT or other court(s).
AWARDS AND RECOGNITIONS
1. Named as a Global Future 50 company by Fortune magazine.
2. Recognized as the Fastest Growing Indian IT brand in 2023 by Brand Finance.
3. Enters the NIFTY 50 Index.
4. Recognized as a Great Place to Work™ in the US, France, Poland & Denmark and Top Employer award 2023 for UK.
5. Awarded the prestigious NASSCOM Spotlight Award for Best-in-Class R&D Organization!
6. Received the "Global Partner of the Year award" for Sustainability at AWS reinvent.
7. Recognized by India Workplace Equality Index (IWEI) in the silver category for its efforts towards LGBTQ+ (Lesbian, Gay, Bi, Trans, Queer/Questioning) inclusion.
8. Wins Golden Peacock Award for Sustainability in 2023.
9. Honored with "Partner on Boomi Award" at the Boomi World Tour.
10. LTIMindtree has made it to the Carbon Disclosure Project (CDP) Global Leaderboard for the fourth consecutive year by scoring an "A-" in the 2023 Climate Change Ranking.
11. Awarded First Runner-Up for Disability Confidence & Inclusion, Second Runner-Up for LGBTQIA+ Inclusion, and First Runner-Up for DEI Champion at the Bombay Chambers DEI Awards.
12. Wins the 2023 Outstanding Value Award from Honda.
13. Earns New Pega Partners Global Elite Partner Distinction.
14. LTIMindtree's Infinity DevOps Platform Secures "Product of the Year in DevSecOps" at DevOps India Summit 2023.
15. LTIMindtree wins "Data Solution of The Year for Retail" award by Data Breakthrough
16. LTIMindtree's Canvas Named Winner in the 2023 Artificial Intelligence Excellence Awards.
17. LTIMindtree receives Top Honors for Sustainable Reporting Practices at the ICAI Sustainability Reporting Awards 2023.
OTHER MATTERS
Inspection was carried out at erstwhile Mindtree Limited by the office of Regional Director (South Eastern Region), Ministry of Corporate Affairs under Section 206 of the Act during the financial year 2019-20. Show cause/adjudication notice(s) were issued to Mindtree by the Registrar of Companies, Karnataka (RoC) during the financial year 2022-23 (prior to merger) pertaining to alleged violation of Sections 149(9), Sections 230-232 read with Section 234, Section 134 and Section 143 of the Act. Mindtree had filed application(s) for compounding of the alleged violations and are pending for hearing/disposal.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.
Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.
Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.