The Board of Directors are pleased to present the 13^th Board's Report along with the Audited Financial Statements of L&T Technology Services Limited ('LTTS' or 'the Company') for the year ended March 31, 2025.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2025 is summarized below:

PERFORMANCE OF THE COMPANY

A. State of Company Affairs

The gross sales and other income for the financial year under review were H97,443 Million as against H88,820 Million for the previous financial year registering an increase of 9.71%. The profit before tax from continuing operations, including extraordinary and exceptional items was H16,829 Million and the profit after tax from continuing operations including extraordinary and exceptional items was H12,209 Million for the financial year under review as against H17,391 Million and H12,585 Million respectively for the previous financial year, registering a decrease of 3.23% and 2.98% respectively.

B. Segmental Performance

The Company has streamlined and simplified its organizational structure into three business segments, namely Mobility, Sustainability and Tech. During the year, the contribution to the revenue from various business segments were as follows:

D. Capital Expenditure

As on March 31, 2025, the gross fixed and intangible assets including leased assets, stood at H22,702 Million (previous year H22,437 Million) and the net fixed and intangible assets, including leased assets, at H12,745 Million (previous year H13,895 Million). Capital Expenditure during the year is H974 Million (previous year H2,487 Million).

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

During the year under review, the Company entered into a definitive agreement for acquiring 100% (12,500 shares) stake in Intelliswift Software (India) Private Limited. Further, L&T Technology Services LLC, wholly owned subsidiary of the Company also signed definitive agreement for acquiring 100% (1,03,093 shares) stake in Intelliswift Software Inc. The said acquisition was successfully completed on January 3, 2025.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(1)(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 Companies Act, 2013 (“the Act"), a statement containing the salient features of the financial statements of the Company's subsidiaries and their contribution to the overall performance of the Company in Form AOC-1 is annexed to the financial statements of the Company.

Pursuant to the provisions 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 at https://www.ltts.com/investors/financial-information.

TRANSFER TO RESERVES

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

During FY25, the Company paid an interim dividend of H17/-per equity share of face value of H2/- each. Further, the Board of Directors has recommended final dividend of H38/- per equity share of face value of H2/- each and if approved by the members at the ensuing 13^th Annual General Meeting ('AGM') it 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 FY25, including the recommended final dividend, would amount to H55/- (2,750%) per equity share of face value of H2/- 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 is also uploaded on the Company's website at httDs://www.ltts.com/investors/corDorate-aovernance.

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 & Compliance Officer 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 Investor Education and Protection Fund (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 H2,63,484/- relating to Final dividend of FY 2016-17 and Interim Dividend of FY 2017-18 which remained unclaimed for a period of seven years, was transferred to the IEPF in accordance with the provisions of the Act. In accordance with the IEPF Rules, the Company has also transferred 220 equity shares of H2/- each 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.

Details of the Nodal Officer of the Company are displayed on the website at https://www.ltts.com/investors/investor-services

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE 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 1,25,851 Equity Shares of H2 each upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme - 2016.

As on March 31, 2025, the total paid up equity share capital of the Company was H21,17,59,386/- consisting of 10,58,79,693 equity shares of H2/- each, fully paid up.

As on March 31, 2025, Larsen & Toubro Limited, Promoter of the Company holds 7,79,86,899 shares constituting 73.66% of the paid- up share capital of the Company.

DEPOSITS

During the year ended March 31, 2025, 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, 2025, 99.99% of the Company's total paid-up capital representing 105,873,693 shares are in dematerialized form. Pursuant to an amendment in the SEBI Listing Regulations effective from April 1, 2019, any request for transfer of shares shall be processed for shares held in dematerialized form only.

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 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 by the Company's RTA, 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 Com pany whose contact details are available on the website of the Company at www.LTTS.com.

SEBI vide Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 read with Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 has mandated all listed entities to ensure that shareholders holding shares in physical form shall update their PAN, KYC, Nomination and Bank account details (if not updated or provided earlier) through the Registrar & Share Transfer Agent.

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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The Company has disclosed the 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 in the notes forming part of the financial statements.

VIGIL MECHANISM

As per the provisions of Section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism Framework 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. This policy provides for adequate safeguards against victimization of persons who complain under the mechanism. The Audit Committee overseas the functioning of the Whistle Blower Policy.

Members can view the Whistle Blower Policy of the Company on its website at https://www.ltts.com/investors/corporate-governance.

The details of the same are given in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 6 (Six) 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.

During FY25, Independent Directors had their separate meeting on April 23, 2025 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.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

- Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), approval of the Board at its meeting held on October 16, 2024 and special resolution approved by the shareholders through postal ballot on December 24, 2024, Ms. Apurva Purohit has been re-appointed as an Independent Director of the Company for a second term of five years w.e.f. December 11, 2024 upto and including December 10, 2029.

- Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), approval of the Board at its meeting held on October 16, 2024 and special resolution approved by the shareholders through postal ballot on December 24, 2024, the second term of

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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. Chandrasekaran Ramakrishnan and Dr. Keshab Panda. Mr. Sudip Banerjee is the Chairman of the Committee.

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 and CSR Annual Action Plan are available on the website of the Company at h ttps://www. ltts. com/investors/corporate-aovernance.

RISK MANAGEMENT COMMITTEE

The Risk Management (RMC) comprises of Mr. Chandrasekaran Ramakrishnan, Ms. Aruna Sundararajan, Mr. Amit Chadha and Mr. Rajeev Gupta. Mr. Chandrasekaran Ramakrishnan 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 Environmental, Social and Governance (ESG) risks and risk minimization procedures undertaken and periodical review of the risk status to ensure that executive management mitigates 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 the internal controls with reference to the financial statement is given under the Management Discussion and Analysis which forms part of the Integrated Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Company has in place a Stakeholders' Relationship Committee (SRC) having terms of reference in accordance with the requirements of Section 178 of the Act read with the Rules made thereunder and Regulation 20 of the SEBI Listing Regulations.

The SRC comprises of Ms. Apurva Purohit, Dr. Keshab Panda and Ms. Aruna Sundararajan. Ms. Apurva Purohit is the Chairperson of the Committee.

The details of the same are given 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 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 Board's Report is being sent to the shareholders without the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary & Compliance Officer at investor@ltts.com. 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 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 httDs://www.ltts.com/investors/corDorate-govemance is also enclosed to the Board's Report as Annexure 'E'.

The Company has also formulated a policy on Board Diversity and the same is available on it's website at https://www. ltts. com/investors/corporate-governance. The Company has also disclosed on its website details of the familiarization programs formulated to educate the Independent Directors regarding their roles, rights and responsibilities in the Company and the nature of industry in which Company operates, the business model of the Company etc. at httDs://www.ltts.com/investors/corDorate-govemance

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 being appointed / re-appointed / continuing as an Independent Director as per the criteria laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations, which has been duly assessed by the Board as part of their annual performance evaluation. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The Independent Directors of the Company have registered themselves on the Independent Director's Databank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors)

Rules, 2014, the Independent Directors of the Company have cleared within the prescribed timelines the online proficiency self-assessment test conducted by IICA, if applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, 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; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and 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. It includes circulation of questionnaire to all Directors for evaluation of the Board and its Committees, Board composition and its structure, Board effectiveness, Board functioning, information availability, adequate discussions, etc.

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 analyse 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 evaluation of Independent Directors was done by the Board including assessment of their performance and their independence of management.

The Independent Directors met on April 23, 2025 to assess the quality, quantity and timeliness of flow of information between the Company's 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 NRC as well as in the Board Meeting on April 24, 2025. The Chairman of NRC had a discussion with all the Executive Directors individually. The Chairman of the NRC / Board analyses the responses to the questionnaire to arrive at an unbiased conclusion.

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 and their skills / expertise / competence is provided in detail in Annexure 'D' - Report on Corporate Governance forming part of this Board's Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

LTTS has a 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 within the meaning of the explanation to Section 134(5)(e) of the Act. The design and operating effectiveness of controls is reviewed by an in-house internal controls 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, 2025 and have opined that such controls were operating effectively. The Company has a process in place to continuously monitor any material weaknesses and identify gaps, if any, and implement new and / or improved controls. 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 (ICSI) on Board Meetings (SS-1) and General Meetings (SS-2).

PROTECTION OF WOMEN AT WORKPLACE

The Company is committed to providing a safe and inclusive workplace free from sexual harassment. The Company believes in providing a mechanism for addressing complaints of sexual harassment by an employee, without fear of reprisals in any form or manner.

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 (POSH Act). The IC has been constituted as per the POSH Act at all the locations where the Company operates to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, five complaints were filed, out which four complaints were disposed off during the year and one complaint was 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.

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 Indian 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 the 10^th AGM till the conclusion of the 15^th 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 meetings of the Company are also forwarded to the Statutory Auditors of the Company to ensure their attendance at the EGM/AGM of the Company.

The details of the total fees paid by the Company and its subsidiaries to the Auditors and all entities in the network firm / entity of which the Auditors are a part thereof, 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 M/s Alwyn Jay & Co., (Firm Registration No. P2010MH21500), Practicing Company Secretaries, to conduct the Secretarial Audit under the provisions of Section 204 of the Act for the FY 2024-25.

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.

SECRETARIAL AUDITORS

In light of the amended Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on April 24, 2025, appointed M/s Alwyn Jay & Co, Firm registration number: (P2010MH21500) as the Secretarial Auditors for a period of 5 consecutive years from conclusion of ensuing 13^th AGM till conclusion of 18^th AGM, subject to the approval of the shareholders.

The said proposal for appointment of Secretarial Auditor for a period of 5 consecutive years commencing from April 1, 2025 till March 31, 2030 has been included in the Notice of the ensuing 13^th AGM.

The Board / Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.

M/s Alwyn Jay & Co. has submitted the Peer Review Certificate dated April 24, 2025 issued to them by Institute of Company Secretaries of India (ICSI) and confirmed that they have not incurred any disqualifications.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the amendments in the SEBI Listing Regulations, the Company has revised its existing Related Party Transactions Policy and its Guidelines 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.

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 had approved all the Related Party Transactions for the FY 24-25. Omnibus approval of the Audit Committee has been obtained before the commencement of the financial year for all the transactions / contracts for FY 25-26 as required under the provisions of Section 177 of the Act.

The Company proposes to execute contracts / transactions with Larsen & Toubro Limited (Related Party) for purchase / sale of equipment / components, rendering / availing of services, taking premises on lease, etc. The said transactions / contracts are in the ordinary course of business and will be executed at arm's length.

As the aggregate value of the proposed contracts / transactions will exceed the materiality threshold as laid down under the SEBI Listing Regulations, the same will require the approval of the shareholders by means of an ordinary resolution at the ensuing AGM. The details of the same are mentioned in the Notice and Explanatory Statement of the AGM.

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 FY 2024-25 is available on the website of the Company at https://www. ltts.com/investors/corDorate-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 from 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 CO-OPERATION TO ROC IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY

The Company has appointed Mr. Prasad Shanbhag, Company Secretary & Compliance Officer as the Designated Person w.e.f. May 1, 2024 for furnishing information and extending co-operation to ROC in respect of beneficial interest in the shares of the Company to ensure compliance with the 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.

The governance policies as required under the Companies Act and SEBI Listing Regulations are available on the website of the Company 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 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 Benefits 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 httD://www.ltts.com/investors/corDorate-aovernance.

The Secretarial Auditors certificate confirming that the ESOP Scheme - 2016 is in compliance with the Act and the SBEB Regulations is provided in Annexure 'D' forming part of this Board's Report.

• Integrated Reporting

Pursuant to the 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 Reporting for the financial year 2024-25 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, 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 of Physical Securities

All shareholders of the Company holding shares in physical form are requested to update their KYC information along with their nomination details with KFin Technologies Limited at the earliest. The relevant forms for updating the KYC information and nomination details are provided on the website of the Company at httDs://www.ltts.com/investors/investor-services.

• Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis as required in terms of Regulation 34 of the SEBI Listing Regulations which forms part of this Integrated Annual Report.

• Business Responsibility and Sustainability Reporting

As per Regulation 34 of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Reporting (BRSR) 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 has received any remuneration from the holding company or any of the subsidiaries of the Company.

• Statutory Compliance

The Company believes that a good framework is essential to monitor statutory compliance for the effective conduct of business operations and ensuring high standards of corporate governance.

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 Management Tool to monitor and govern all regulations across multiple jurisdictions and functions applicable to the branches and its subsidiaries.

• MSME

The Company has registered itself on Trade Receivables Discounting system platform (TReDS), set up by the Reserve Bank of India through KredX Early.

The Company complies 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 conducted by the Company.

• Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

The Company has neither filed any application, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2024-25.

• 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 duly approved by the Board of Directors and the same has been 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). The same is available on the website of the Company at https://www.itts.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, 2025, is provided in Annexure 'D' forming part of this Board's Report.

AWARDS AND RECOGNITIONS

The Awards and accolades received by the Company during FY 24-25 are given on Page No. 58 and 59 of the Integrated Annual 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.