Dear Members,
The Board of Directors are pleased to present the 12th Annual Report along with the Audited Financial Statements of L&T Technology Services Limited ('LTTS' or 'the Company') for the year ended March 31,2024.
FINANCIAL RESULTS
(Rs million)
PERFORMANCE OF THE COMPANY
A. State of Company Affairs
The gross sales and other income for the financial year under review were H 88,820 million as against H 81,117 million for the previous financial year registering an increase of 9.5%. The profit before tax from continuing operations, including extraordinary and exceptional items was H 17,391 million and the profit after tax from continuing operations including extraordinary and exceptional items of H 12,585 million for the financial year under review as against H 16,004 million and H 1 1,532 million respectively for the previous financial year, registering an increase of 8.7% and 9.1% respectively.
B. Segmental Performance
The Company has five business segments, namely Transportation, Industrial products, Telecom & Hi Tech, Plant Engineering and Medical Devices. During the year, the contribution to the revenue from various business segments were as follows:
The detailed segmental performance is referred to in Note No. 37 of the Notes forming part of the standalone financial statements.
C. Geographical Performance
The revenue contribution of the Company from various geographies is mentioned herein below:
D. Capital Expenditure
As on March 31, 2024, the gross fixed and intangible assets including leased assets, stood at H 22,437 million (previous year H 18,890 million) and the net fixed and intangible assets, including leased assets, at H 13,895 million (previous year H 10,671 million). Capital Expenditure during the year is H 2,487 million (previous year H 1,597 million).
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
a. Amalgamation/ Merger of Wholly Owned Subsidiaries
The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench passed an order on November 29, 2023 sanctioning the Scheme of Amalgamation between Esencia Technologies India Private Limited, Graphene
Semiconductor Services Private Limited and Seastar Labs Private Limited, Wholly Owned Subsidiaries, with the Company, under Sections 230-232 of the Companies Act, 2013 ("the Act"). The amalgamation was effective on December 7, 2023, upon filing of the certified true copy of the NCLT Order with Registrar of Companies, Mumbai.
During the year under review, Orchestra Technology Inc. ceased to be a step-down wholly owned subsidiary of the Company consequent to its merger with L&T Technology Services LLC, wholly owned subsidiary of the Company with effect from February 1,2024.
b. Incorporation of Wholly Owned Subsidiary
The Company has incorporated a wholly owned subsidiary in Poland under the name of 'L&T Technology Services Poland sp. z o.o.' on October 30, 2023.
The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, and the same is placed on the website at https://www.ltts.com/investors/corporate- governance. The Company has one material subsidiary viz: L&T Technology Services LLC. Since this material subsidiary is not incorporated in India, Secretarial Audit pursuant to Regulation 24A of SEBI Listing Regulations is not applicable.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the current financial year.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
During FY24, the Company paid an interim dividend of H 17/- per equity share of face value of H 2/- each. Further, the Board of Directors has recommended final dividend of H 33/- per equity share of face value of H 2/- each and if approved by the members at the ensuing 12th Annual General Meeting ('AGM') would be paid to those members whose names appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. Accordingly, the total dividend for FY24, including the recommended final dividend, would amount to H 50/- (2,500%) per equity share of face value of H 2/- each.
The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with Regulation 43A of the SEBI Listing Regulations. The Dividend Distribution Policy is provided as Annexure 'A' forming a part of this Board's Report and also uploaded on the Company's website at https://www.ltts.com/investors/ corporate-governance.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company has appointed the Company Secretary as the Nodal Officer for carrying out the necessary functions under the applicable provisions of the Act and the rules made thereunder.
Pursuant to the provisions of Section 124 of the Act read with IEPF Rules and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to IEPF, constituted by the Central Government. Further, pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years are required to be transferred by the Company to the designated demat account of the IEPF authority within a period of thirty days of such shares becoming due to be transferred.
The Company sends advance communication to the concerned shareholders at their address registered with the Company and also publishes notices in the newspapers for taking appropriate action to claim unclaimed dividend and the shares due for transfer to IEPF.
Despite these efforts, an amount of H 95,475/- which remained unclaimed for a period of seven years from the financial year 2016-17, was transferred to the IEPF in accordance with the provisions of the Act. In accordance with the IEPF Rules, the Company has also transferred 80 equity shares to IEPF on which dividend has not been claimed for seven consecutive years. All corporate benefits accruing on such shares viz. bonus shares, split shares, etc. including dividend except rights shares shall be credited to IEPF.
Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.
Pursuant to Section 124 of the Act, the unpaid dividends that are due for transfer to the IEPF are as follows:
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE CURRENT FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.
SHARE CAPITAL
During the year under review, the Company had allotted 1,45,700 Equity Shares of H 2 /- each upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme - 2016.
As on March 31, 2024, the total paid up equity share capital of the Company was H 21,15,07,684/- consisting of 10,57,53,842 equity shares of H 2/- each, fully paid up.
As on March 31, 2024, Larsen & Toubro Limited, Promoter of the Company holds 7,79,86,899 shares constituting 73.74% of the paid- up share capital of the Company.
DEPOSITS
During the year ended March 31,2024, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Rules framed thereunder. Hence, the Company does not have any unclaimed deposits as on the date of the Balance Sheet. The Company complies with the requirement of filing the requisite return with respect to amount(s) not considered as deposits.
DEPOSITORY SYSTEM
As the members are aware, the Company's shares are compulsorily tradable in electronic form only. As on March 31, 2024, 99.99% of the Company's total paid-up capital representing 10,57,47,742 shares are in dematerialized form. In terms of Regulation 40(1) of SEBI Listing Regulations, requests for effecting transfer of securities shall be processed only if the securities are held in the dematerialized form.
Pursuant to SEBI circular dated January 25, 2022, all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate and consolidation of securities certificates/folios will be processed only in demat form. A letter of confirmation will be issued, which needs to be submitted by the shareholder to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact the RTA of the company, the contact details of RTA are available on the website of the Company at www.ITTS.com.
Further in adherence to SEBI's circular to enhance the due diligence for dematerialization of the physical shares, the Company has provided the static database of the shareholders holding shares in physical form to the depositories which would augment the integrity of its existing systems and enable the depositories to validate any dematerialization request.
In view of the numerous advantages offered by the Depository System as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 'B' forming part of this Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) Committee comprises of 2 Independent Directors and 1 Non-Executive Director. The CSR Committee comprises of Mr. Sudip Banerjee, Mr. R. Chandrasekaran and Dr. Keshab Panda as its Members. Mr. Sudip Banerjee is the Chairman of the Committee.
During the year under review, two meetings of the CSR Committee were held on April 25, 2023 and October 17, 2023.
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, as amended from time to time are provided in Annexure 'C' forming part of this Board's Report.
The Chief Financial Officer of the Company has certified that the CSR funds disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.
The CSR Policy Framework is available on the website of the Company at https://www.ltts.com/investors/ corporategovernance.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under Section 186 of the Act and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations and forms part of the financial statements.
RISK MANAGEMENT POLICY
The Risk Management Committee comprises of Mr. R. Chandrasekaran, Ms. Aruna Sundararajan, 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 risk management plan and ensuring its effectiveness. The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment, including cyber security and ESG risks and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework.
The details of the same are given in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report. A detailed note on risk management and internal controls with reference to the financial statement is given under the Management Discussion and Analysis which forms part of the Integrated Annual Report.
VIGIL MECHANISM
As per the provisions of Section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework under the Act and Regulation 22 of SEBI Listing Regulations.
The details of the same are given in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board at its meeting held on January 16, 2024, re-appointed Mr. Amit Chadha as the Chief Executive Officer & Managing Director of the Company for a period of three years w.e.f. April 1, 2024, upto and including March 31,2027, subject to the approval of the shareholders.
Mr. Abhishek Sinha, Chief Operating Officer and WholeTime Director, is liable to retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.
Mr. A. M. Naik, Founder Chairman is liable to retire by rotation at the ensuing AGM and has not offered himself for re-appointment. The Board places on record its appreciation towards the valuable guidance provided by Mr. A. M. Naik during his tenure as the Chairman of the Company.
The Notice convening the AGM includes the proposal for re-appointment of Directors.
The Board at its meeting held on March 7, 2024, has appointed Mr. Prasad Shanbhag as the Company Secretary and Compliance Officer of the Company with effect from May 1,2024, pursuant to resignation of Ms. Prajakta Powle as the Company Secretary & Compliance Officer of the Company with effect from April 30, 2024.
The Board opines that all the Independent Directors on the Board possess integrity, necessary expertise and experience for performing their functions diligently.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year under review, 5 (Five) meetings of the Board of Directors were held. The details of the meetings are provided in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.
DISCLOSURE OF REMUNERATION
The details of remuneration as required to be disclosed under the Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 'G' forming part of this Board's Report.
The information in respect of employees of the Company required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 'H' forming part of this Board's Report.
In terms of Section 136(1) of the Act and the Rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.
COMPANY POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of Section 178 of the Act read with Rules made thereunder and Regulation 19 of SEBI Listing Regulations.
The NRC has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel and the criteria for determining qualifications, positive attributes and independence of a Director. A copy of the NRC Policy as disclosed on the Company's website at https://www.ltts.com/investors/ corporate-governance is also enclosed to the Board's Report as Annexure 'E'.
The NRC has formulated a policy on Board diversity.
DECLARATION OF INDEPENDENCE OF INDEPENDENT DIRECTORS
The Company has received Declarations of Independence from Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that he/she is not disqualified from appointing/continuing as Independent Director as per the criteria laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the Annual Accounts on a going concern basis;
e. The Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently;
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS
The NRC and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Chairman, and individual directors has to be made.
The Company had engaged an external agency to facilitate the process of annual evaluation of the performance of the Board, Committees, Chairman, and the individual directors. The said external agency was responsible to receive the responses from the Directors, to consolidate and analyze their responses and present the same to the Chairman of the NRC. The external agency used its IT platform for the entire Board evaluation process right from initiation till conclusion in order to ensure that the entire process is done in a confidential, transparent and independent manner without the involvement of the Management or the Company's IT system to ensure unbiased feedback.
All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, individual directors and the Chairman.
The questionnaires cover the Board composition, its structure, its culture, its effectiveness, its functioning, information availability, adequate discussions, etc. These questionnaires' also cover specific criteria and the grounds on which all Directors in their individual capacity will be evaluated.
The evaluation of Independent Directors was done by the Board including assessment of their performance and their independence of management.
The Independent Directors met on January 16, 2024, to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance evaluation of the Board, Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee as well as in the Board Meeting held on April 25, 2024. The Group Chairman had an individual discussion with all the Independent Directors and the Chairman of the NRC also had a discussion with all the Executive Directors individually.
The performance evaluation further included evaluation of Board Members against the list of core skills/expertise/ competencies for the effective functioning of the Company. The names of Directors who have such skills/expertise/ competence is provided in detail in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.
AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the requirements of Section 177 of the Act read with the Rules made thereunder and Regulation 18 of the SEBI Listing Regulations.
The details pertaining to the same have been provided in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Company has in place a Stakeholders' Relationship Committee in terms of the requirements of Section 178 of the Act read with the Rules made thereunder and Regulation 20 of the SEBI Listing Regulations.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
LTTS has robust internal control framework commensurate with its size, scale, and complexity of its operations. The Company has well defined policies and procedures, system automations, authorization protocols, access controls, segregation of duties and physical security to ensure compliance with applicable statutes, safeguarding assets from unauthorised use and to enhance overall corporate governance.
LTTS uses an Enterprise Resource Planning (ERP) package that gives reliable financial and operational information with regards to accounting, consolidation, and management information purposes. It has continued its efforts to align all its processes and controls with global best practices.
The Company has laid down internal financial controls as detailed in the Companies Act, 2013. The design and operating effectiveness of controls is reviewed by an inhouse Internal control team which was further validated by an independent consultant engaged by the Company. The statutory auditors have also independently audited the internal financial controls over financial reporting as of March 31, 2024 and have opined that such controls were operating effectively.
The Company has an Audit Committee of the Board of Directors, the details of which have been provided in the corporate governance report. The Audit Committee reviews audit reports submitted by the Independent Internal auditors on quarterly basis.
COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Committee ('IC') - in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The IC has been constituted as per the Act, to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review, eight complaints were filed, out which seven complaints were disposed off during the year and one complaint is pending as at the end of the financial year.
Continuous awareness workshops/training programs for employees are conducted across the Company to sensitize employees to uphold the dignity of their colleagues at workplace especially with respect to prevention of sexual harassment.
The Company, on the recommendation of Audit Committee, also undertook measures by way of periodical e-mailers and sessions to create awareness on microaggression.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations prepared in accordance with the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard.
AUDITORS REPORT
The Auditors' report to the shareholders does not contain any qualification, observation or comment or adverse remark(s).
STATUTORY AUDITORS
M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 10th AGM till the conclusion of 15th AGM of the Company, at the AGM held on July 15, 2022.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with the Company as well as a declaration that they have not taken up any prohibited non-audit assignments for the Company.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the audit process.
Further, in compliance with Section 146 of the Act, the notices of the general meeting of the Company are also forwarded to the Statutory Auditors of the Company to ensure their attendance at the AGM of the Company.
The details of the total fees paid by the Company and its subsidiaries and other relevant details are provided in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.
SECRETARIAL AUDIT REPORT
The Board had appointed Alwyn Jay & Co., (Firm Registration No. P2010MH021500), Practicing Company Secretaries, to conduct a Secretarial Audit under the provisions of Section 204 of the Act for the financial year 2023-24.
The Secretarial Audit Report issued by Alwyn Jay & Co.; Practicing Company Secretaries is attached as Annexure 'F' forming part of this Board's Report.
The Secretarial Auditor's Report to the shareholders does not contain any qualification or reservation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the amendments in the SEBI Listing Regulations, the Audit Committee has approved the amendments to the Related Party Transaction Policy and its Guidelines and the same has been uploaded on the Company's website at https://www.ltts.com/investors/corporate-governance.
The Company has a process in place to periodically review and monitor Related Party Transactions and all related party transactions were in the ordinary course of business and at arm's length.
The Audit Committee has approved all the Related Party Transactions for the FY 2023-24. Omnibus approval of the Audit Committee is obtained before the commencement of financial year for all the transactions for FY 2024-25 as required under the provisions of Section 177 of the Act.
There are no materially significant related party transactions that may have conflict with the interest of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
ANNUAL RETURN
As per the provisions of Section 92(3) of the Act, the Annual Return of the Company for the financial year 2023-24 is available on the website of the Company at https://www. ltts.com/investors/corporate-governance.
IT SECURITY BREACH AND SAFETY
The Company has implemented comprehensive IT security programs supported by latest technology and trained manpower to protect employees and assets, at all its offices and plants from such IT Security breaches/cyber-attacks.
During the year under review, no major security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to the changing security scenario. The Company has installed the best of the IT security measures and processes to protect its personnel and assets.
DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING COOPERATION TO ROC IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY:
The Company had appointed Ms. Prajakta Powle, Company Secretary & Compliance Officer as designated person upto April 30, 2024 and Mr. Prasad Shanbhag, Company Secretary & Compliance Officer from May 1,2024 to ensure compliance with MCA notification on this matter.
AMENDMENT IN MATERIALITY POLICY OF THE COMPANY:
Pursuant to the amendments to the SEBI Listing Regulations, the Company has revised its existing "Policy for Determination of Materiality of Event or Information" to align it with the requirements of the said Regulations. The updated Policy has been uploaded on the Company's website at https://www.ltts.com/investors/corporate- governance
OTHER DISCLOSURES
• Corporate Governance Report
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a report on Corporate Governance along with a certificate obtained from
the Secretarial Auditor confirming compliance with conditions of Corporate Governance of SEBI Listing Regulations, is provided in Annexure 'D' forming part of this Board's Report.
• 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 -2016 is in compliance with the Securities and Exchange Board of India (Share based Employee Benefit and Sweat Equity) Regulations, 2021 ("SBEB Regulations").
The disclosures relating to the ESOP Scheme - 2016 required to be made under the Act and Rules made thereunder and the SBEB Regulations is provided on the website of the Company at http://www.ltts.com/ investors.
The Secretarial Auditors' certificate confirming compliance with the Act and the SBEB Regulations is provided in Annexure 'D' forming part of this Board's Report.
• Integrated Reporting
Pursuant to SEBI Circular on Integrated Reporting and the framework outlined by the International Integrated Reporting Council, the Company is complying with the applicable requirements of the Integrated Reporting Framework to enhance the quality of disclosures. The integrated Report for the year 2023-24 forms a part of this Integrated Annual Report. Our Integrated Report aids all the key stakeholders to get a holistic and long-term view of the Company's strategic focus area, future outlook and value creation which revolves around the five capitals - Financial, Intellectual, Social & Relationship, Human and Natural.
• Voting Rights
No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
• Credit Rating
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received CRISIL AAA/stable and CRISIL A1+ rating for its long term and short-term financial instruments of the Company, respectively.
• Reporting of Frauds
The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under section 143(12) of the Act.
• KYC Registration for Holders ofPhysical Securities
All shareholders of the Company holding shares in physical form are requested 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 the Company at https://www.ltts.com/investors/ investor-services.
• Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of Regulation 34 of SEBI Listing Regulations, forms part of the Integrated Annual Report separately.
• Business Responsibility and Sustainability Reporting
As per Regulation 34 of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Integrated Annual Report. The Company has obtained reasonable assurance for the BRSR Core KPIs from DNV Business Assurance India Pvt Ltd. Disclosures with respect to the same have been made in the BRSR report section of the Integrated Annual report.
• Remuneration received by Whole-Time Director from Holding or Subsidiary Company
During the year under review, no Whole-Time Director received remuneration from any of the subsidiaries of the Company.
• Statutory Compliance
The Company complies with all applicable laws, rules, and regulations, pays applicable taxes on time, ensures taking care of all its stakeholders and initiates sustainable activities and ensures statutory CSR Spend. The Company has an in-house Compliance tool to monitor all the compliances.
• MSME
The Ministry of Micro, Small and Medium Enterprises vide their Notification dated 2nd November 2018 has instructed all the companies registered under the Act, with a turnover of more than Rupees Five Hundred crore to get themselves onboarded on the Trade Receivables Discounting system platform (TReDS), set up by the Reserve Bank of India. In compliance with this requirement, the Company has registered itself on TReDS through -KredX Early-.
The Company has complied with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the specified timelines.
• Cost records and audit
Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of the Act is not applicable for the business activities carried out by the Company.
• Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016
The Company has neither filed any application, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2023-24.
• The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
The Company has not made any one-time settlement, therefore, the same is not applicable.
• Modern Slavery Statement
The Company has published the Modern Slavery Statement prepared in accordance with Section 16 of the Modern Slavery Act, 2018 of Australia and Section 54 of the Modern Slavery Act, 2015 of United Kingdom (UK) which was approved by the Board of Directors. The same is available on the website of the Company at https://www.ltts.com/investors/corporate-governance
• CEO & CFO Certificate
In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate from the Chief Executive Officer & Managing Director and the Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2024, is provided in Annexure 'D' forming part of this Board's Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the customers, vendors, academic institutions, Financial Institutions, Regulatory Authorities, Stock Exchanges and all 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 India and the Governments of various countries, the concerned State Governments, other Government Departments and Governmental Agencies. The Directors appreciate the significant contributions made by the employees of the Company and its subsidiaries during the year under review and value the contributions made by every member of the LTTS family globally.