D. Capital Expenditure
As on March 31, 2026, the gross fixed and intangible assets including leased assets, stood
at Rs 22,052 Million (previous year Rs 22,702 Million) and the net fixed and intangible
assets, including leased assets, at Rs 12,584 Million (previous year Rs 12,745 Million).
Capital Expenditure during the year is Rs 1,458 Million (previous year Rs 974 Million).
E. Material Event during the year
During the year under review, the Company entered into a Business Transfer Agreement on
March 25, 2026, for the divestment of its Smart World and Communication Business Unit
("SWC Unit") as a going concern on a slump sale basis to AMI Paradigm Solutions
Private Limited, for a cash consideration of Rs 452 Crore, subject to customary working
capital, net debt and other adjustments. The proposed transaction is aligned with the
Company's strategic priorities and is expected to be completed on or before September 30,
2026, subject to satisfaction of conditions precedent. Save as aforesaid, there were no
other material event during the financial year.
Subsidiary/Associate/Joint Venture Companies
The following is the Group structure of the Company:
L&T Technology Services Limited
- L&T Thales Technology Services Private Limited*
- Graphene Solution SDN. BHD
- L&T Technology Services PTE Ltd
- Graphene Solutions Taiwan Limited
- L&T Technology Services LLC
- L&T Technology Services (Shanghai) Co.Ltd
- L&T Technology Services Polska sp?lka z ograniczona
odpowiedzialnoscia
- Intelliswift Software (India) Private Limited
o L&T Technology Services (Canada) Limited
? Intelliswift Software (Canada) Inc
o Intelliswift Software Inc
? Intelliswift Software (Hungary) Kft
? Intelliswift Software(Costa Rica) Limitada
? Global Infotech Corporation
? P. Murphy & Associates Inc
*Holding in the company - 74%
All other subsidiaries are wholly owned.
As on March 31, 2026, the Company has 15 subsidiaries and there has been
no material change in the nature of the business of the subsidiaries. There are no
associates or joint venture companies within the meaning of Section 2(6) of the Companies
Act, 2013 (the "Act").
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 Act and Regulation 34
of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company and
all its subsidiaries have been prepared and forms part of this Integrated Annual Report.
Further, 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 attached 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.
Dividend and Dividend Distribution Policy
During FY 2026, the Company paid an interim dividend of Rs 18/- per equity share of face
value of Rs 2/- each. Further, the Board of Directors has recommended final dividend of Rs
40/- per equity share of face value of Rs 2/- each and if approved by the members at the
ensuing Fourteenth (14th) 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 FY 2026, including the
recommended final dividend, would amount to Rs 58/- (2900 %) per equity share of face
value of Rs 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
uploaded on the Company's website at https://www.ltts.com/investors/corporate-governance.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
(Fifth Amendment) Regulations, 2025, effective 19 November 2025, dividend, if declared by
the members, shall be paid only through electronic modes. Accordingly, the Company would
not be able to make dividend payments through physical instruments such as warrants and
cheques.
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 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 Rs 5,12,208/- relating to Final
dividend of FY 2017-18 and an amount of Rs 2,77,695/- relating to Interim Dividend of FY
2018-19 which remained unclaimed for a period of seven years were transferred to the IEPF
in accordance with the provisions of the Act. In accordance with the IEPF Rules, the
Company has also transferred 54 equity shares of Rs 2/- 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.
Pursuant to Section 124 of the Act, the unpaid dividends that are due for
transfer to the IEPF are as follows:
The Investor Education and Protection Fund Authority (IEPFA), under
India's Ministry of Corporate Affairs (MCA), had requested companies to launch a 100-day
special outreach campaign titled "Saksham Niveshak" from July 28, 2025 to
November 6, 2025, aimed at sensitizing shareholders with unpaid or unclaimed dividends to
claim their entitlements and update their KYC details including PAN, Bank particulars,
Nomination well before dividend and the underlying shares are transferred to the IEPF
account.
As part of the campaign, the Company undertook the initiative of uploading
relevant information on its website to enhance investor awareness and facilitate timely
compliance.
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 financial year under review, the Company had allotted 1,18,450 Equity Shares of
Rs 2 each upon exercise of stock options by the eligible employees under the Employee
Stock Option Scheme – 2016.
As on March 31, 2026, the total paid up equity share capital of the
Company was Rs 21,19,96,286/- consisting of 10,59,98,143 equity shares of Rs 2/- each,
fully paid up.
As on March 31, 2026, Larsen & Toubro Limited, Promoter of the Company
holds 7,79,86,899 equity shares constituting 73.57% of the paid- up share capital of the
Company.
Deposits
During the financial year ended March 31, 2026, 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.
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 A", which forms
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 along with the purpose for which the loan or
guarantee or security provided, if any, is proposed to be utilized by the recipient 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 Standalone 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 complains
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 the Report on Corporate Governance.
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 the Report on Corporate Governance
forming part of this Board's Report.
Independent Directors of the Company had their separate meeting on April
22, 2026, 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.
Directors and Key Managerial Personnel
As on March 31, 2026, the composition of the Board is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an
appropriate combination of Executive Director, Non-Executive Directors and Independent
Directors.
During the year under review, Mr. Abhishek Sinha, Executive Director &
President-Medical, Smart World & Functions (DIN: 07596644), resigned as a Director of
the Company with effect from close of business hours on August 22, 2025, in order to
pursue career opportunities outside the Group.
Further, Mr. Sudip Banerjee (DIN: 05245757), completed his second
consecutive term of five years as an Independent Director and consequently ceased to be an
Independent Director of the Company with effect from January 20, 2026.
The Board places on record its appreciation to Mr. Abhishek Sinha and Mr.
Sudip Banerjee for their invaluable contribution and guidance provided to the Company
during their tenure.
Pursuant to the recommendations of the Nomination and Remuneration
Committee, the Board had in its meeting held on April 22, 2026, approved the following,
subject to the approval of the members at the ensuing AGM:
- Re-appointment of Mr. Alind Saxena (DIN: 10118258) as Executive
Director, designated as President – Strategic Initiatives and Growth Markets, for a
further term of three (3) years commencing from April 26, 2026, up to and including April
25, 2029.
- Appointment of Mr. Rajeev Gupta (DIN: 06782710) as an Additional
Director, designated as Executive Director & Chief Financial Officer of the Company,
to hold office up to the date of the ensuing Annual General Meeting, and recommended his
appointment as Executive Director & Chief Financial Officer for a term of three (3)
years commencing from April 22, 2026 up to and including April 21, 2029.
- Appointment of Mr. Amitabh Kant (DIN: 00222708) as an Additional
Director, designated as an Independent Director of the Company, to hold office up to the
date of the ensuing Annual General Meeting, and recommended his appointment as an
Independent Director for a term of five (5) years commencing from April 22, 2026 up to and
including April 21, 2031.
Section 152 of the Act provides that unless the Articles of Association
provide for retirement of all directors at every AGM, not less than two-third of the total
number of directors of a public company (excluding the Independent Directors) shall be
persons whose period of office is liable to determination by retirement of directors by
rotation, of which one-third are liable to retire by rotation every year. Accordingly, Dr.
Keshab Panda (DIN: 05296942) will retire by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment.
The requisite resolutions for the above appointments/re-appointment forms
part of the Notice of the ensuing AGM. The Board of Directors recommends the above
appointments/re-appointment of directors for approval of the members.
Committees of the Board
The Board has constituted Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders' Relationship Committee and Risk
Management Committee in terms of the requirements of the Act read with the Rules made
thereunder and the SEBI Listing Regulations. During the year under review, all
recommendations of the Committees were approved by the Board.
The relevant details viz composition including changes, terms of
reference, number and dates of meetings of the said Committees held during the year are
provided in the Report on Corporate Governance.
Corporate Social Responsibility
The Company has in place a Corporate Social Responsibility Committee ("CSR") in
terms of the requirements of Section 135 of the Companies Act, 2013 read with the rules
made thereunder.
The CSR Policy and Annual Action Plan for financial year 2025-26 are
available on the website of the Company at
https://www.ltts.com/investors/corporate-governance.
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 including brief outline of the CSR policy, the initiatives
undertaken by the Company on CSR activities, summary of Impact Assessment Report are set
out in "Annexure B – Annual Report on CSR activities" to 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.
Risk Management
The Company has in place a Risk Management Committee in terms of the requirements of
Regulation 21 of the SEBI Listing Regulations and has adopted the Risk Management Policy
to frame, implement and monitor the risk management plan of the Company.
The Committee is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Company has in place a structured
mechanism to appraise the Board of Directors of risk assessment processes, including cyber
security and Environmental, Social and Governance risks, along with mitigation measures
and periodical reviews are done to ensure effective risk management by the executive
management.
A detailed note on risk management and the internal controls with
reference to the financial statements is given under the Management Discussion and
Analysis Report, which forms part of this Integrated Annual Report.
Disclosure on 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, in respect of employees of the Company are provided in "Annexure C" to
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 Members excluding the aforesaid Annexure. Any
Member 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
is related to any Director of the Company.
Company policy on Director's Appointment and Remuneration
Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI
Listing Regulations requires the Nomination and Remuneration Committee to formulate a
policy on the appointment and remuneration of Directors, including the recommendation of
remuneration of the Key Managerial Personnel and Senior Management Personnel. The Policy
lays down the criteria for appointment, remuneration and evaluation of Directors, Key
Managerial Personnel and Senior Management, ensuring that the level and composition of
remuneration is reasonable, competitive and performance linked. The Policy also provides
for an effective framework for Board evaluation, succession planning and promotion of
Board diversity, with due regard to transparency, fairness and governance best practices.
A copy of the said Policy is also disclosed on the Company's website at
https://www.ltts.com/investors/corporate-governance.
The Company has also formulated a Board Diversity Policy to ensure an
appropriate balance of skills, experience, gender, and expertise on the Board in line with
applicable regulatory requirements and the same is also disclosed on the website of the
Company at https://www.ltts.com/investors/corporate-governance.
Declaration by Independent Directors
Pursuant to Section 178 of the Act and Regulation 19 read with Part D of Schedule II of
the SEBI Listing Regulations, the Company has received Declarations of Independence from
all the Independent Directors confirming compliance with the requirements 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. The Board has duly assessed
the same as part of its annual performance evaluation. Further, the said declarations also
confirm that the Independent Directors have registered their names in the Independent
Directors' Databank maintained by Indian Institute of Corporate Affairs (IICA).
Further, the Independent Directors have affirmed compliance with the Code
for Independent Directors as prescribed under Schedule IV of the Act and have adhered to
the highest standards of corporate governance. The Board is of the opinion that all the
Independent Directors possess integrity, necessary expertise and experience for performing
their roles and responsibilities effectively.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors of the
Company confirms that:
a. In the preparation of Annual Accounts for the financial year ended
March 31, 2026, 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 as at March 31, 2026 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
The Nomination and Remuneration Committee and the Board have laid down the manner in which
formal annual evaluation of the performance of the Chairman, Board, its Committees, and
Individual Directors has to be made in compliance with the Sections 134 & 178 of the
Act, Regulation 17(10) of the SEBI Listing Regulations and the Nomination and Remuneration
Policy of the Company.
The Company engaged an independent external agency to conduct the annual
performance evaluation of the Board, its Committees, the Chairman and Individual
Directors. The agency managed the entire process through its secure IT platform, from
initiation to conclusion, to ensure confidentiality, transparency and independence,
without any involvement of the Management or the Company's IT systems. All Directors
submitted their feedback through a structured questionnaire, and the evaluation of
Independent Directors, including assessment of their performance and independence from
management, was carried out by the Board.
The Independent Directors met on April 22, 2026, to review the adequacy
and timeliness of information flow between management and the Board. The consolidated
evaluation outcomes were reviewed by the NRC and the Board on April 22, 2026, following
individual discussions between the NRC Chairman and Independent Directors, and between the
Group Chairman and Executive Directors. The evaluation also assessed Directors against
identified core skills, expertise and competencies required for effective governance,
details of which are provided in the Report on Corporate Governance, which forms part of
this Board's Report.
Adequacy of Internal Financial Controls
LTTS has a robust internal control framework aligned with the size, scale and complexity
of its operations. The framework comprises well-defined policies and procedures,
system-driven controls, authorization and access protocols, segregation of duties and
physical safeguards to ensure statutory compliance, protection of assets and sound
corporate governance in line with Section 134(5)(e) of the Act.
The details in respect of internal financial controls and their adequacy
are included in Management Discussion and Analysis Report, which forms part of the
Integrated Annual Report.
Compliance with Secretarial Standards
The Company complies with 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).
Disclosures pertaining to the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the
Rules made thereunder, as amended from time to time.
The policy encompasses the following objectives:
- To define Sexual Harassment;
- To lay down the guidelines for reporting acts of sexual harassment at
the workplace; and
- To provide the procedure for the resolution and redressal of complaints
of Sexual Harassment.
The Company is committed to provide 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.
As required under the POSH Act, Internal Committees comprising of 44
members have been constituted 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.
Further, the Audit Committee reviews the complaints received and action
taken thereon on a quarterly basis. During the year under review, 3 complaints were filed,
out which 2 complaints were disposed off and 1 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.
Disclosure under the Maternity Benefit Act, 1961
The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides
maternity benefits to eligible women employees as per the Act. Adequate facilities and
support are provided in line with statutory requirements.
Auditors and Audit
Statutory Auditors
The Members of the Company, pursuant to the provisions of Section 139(2) of the Act,
appointed M/s MSKA & Associates LLP (Formerly known as M/s MSKA & Associates),
Chartered Accountants (Firm Registration No. 105047W/W1011087) as Statutory Auditors for a
period of 5 consecutive years from the conclusion of the 10th AGM till the conclusion of
the 15th AGM of the Company, at the AGM held on July 15, 2022. The Auditors have confirmed
that they are not disqualified from continuing as the Auditors of the Company.
The Audit Committee reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process.
Statutory Auditors' Report
The Auditors' Report to the shareholders does not contain any qualification, observation
or comment or adverse remark(s). The notes to the accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further clarifications under
Section 134(3)(f) of the Act.
Secretarial Auditors
The Members of the Company, pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, appointed M/s Alwyn
Jay & Co, Firm registration number: P2010MH21500 as the Secretarial Auditor for a
period of 5 consecutive years from the conclusion of 13th AGM till the conclusion of 18th
AGM of the Company, i.e. till FY 2029-30, at the AGM held on June 16, 2025. The Board /
Audit Committee reviews the independence and objectivity of the Secretarial Auditors and
the effectiveness of the Audit process.
Secretarial Audit Report
In terms of the regulatory requirements, M/s Alwyn Jay & Co. has issued the
Secretarial Audit Report and Annual Secretarial Compliance Report, confirming compliance
by the Company of the applicable SEBI regulations and circulars / guidelines issued
thereunder for the financial year ended March 31, 2026.
The Secretarial Audit Report issued by Alwyn Jay & Co., Practicing
Company Secretaries is attached as "Annexure D", to this Board's Report. There
is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit
Report.
Internal Auditors
The Board of Directors, at its meeting held on April 26, 2023, re-appointed M/s. Aneja
& Associates as the Internal Auditors of the Company for a period of three years
commencing from May 3, 2023 up to May 2, 2026, to conduct the internal audit of the
Company's functions and activities. Further, the Board at its meeting held on April 22,
2026, re-appointed M/s Aneja & Associates for a further period of one (1) year
commencing from May 3, 2026 up to and including May 2, 2027.
The Audit Committee, on a quarterly basis, reviews the internal audit
observations and, in consultation with the management, evaluates the performance of the
Internal Auditor and the adequacy of the internal control systems. The Committee also
reviews the adequacy of the internal audit function, including its structure, staffing,
reporting framework, coverage and frequency, discusses significant audit findings and
follow up actions thereon, and considers the findings of internal investigations relating
to suspected frauds, irregularities or material weaknesses in internal controls, and
reports the same to the Board, as appropriate.
Particulars of contracts or arrangements with Related Parties
Pursuant to the amendments in the SEBI Listing Regulations, the Company has revised its
Related Party Transactions Policy 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.
All Related Party Transactions (RPTs) entered into during FY 2025-26 were
on an arm's length basis and in the ordinary course of business and disclosed in the
Financial Statements. The Audit Committee has periodically reviewed the actual RPTs for FY
2025-26 and also approved the estimated RPTs for FY 2026-27, as required under the law.
There were no materially significant RPTs made by the Company with
Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the
interest of the Company at large. Accordingly, the disclosure of RPTs as required under
the provisions of Section 134(3) (h) of the Act in Form AOC-2 is not applicable. The
Company has made full disclosure of transactions with the related parties as set out in
Note No. 44 of Standalone Financial Statement, forming part of this Integrated Annual
Report. The Company has followed all relevant Accounting Standards notified by the
Companies (Indian Accounting Standards) Rules, 2015 while preparing the Financial
Statements.
Details of significant and material orders passed by the regulators or
courts or tribunals
During financial year under review, there were no material and significant orders passed
by the Regulator, Court, Tribunal, Statutory and Quasi-Judicial Body 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 in
Form MGT-7 for FY 2025-26 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 a robust and comprehensive IT security framework, supported by
advanced technological solutions and trained personnel, to protect its employees,
information systems, and assets, against IT security breaches / cyber-attacks across all
its offices and facilities.
During the financial year under review, no material IT security breaches
or incidents were reported. The Company conducts periodic security risk assessments and
continuously strengthens its security controls and processes to address evolving cyber
threats. The appropriate preventive and detective measures have been implemented to ensure
the confidentiality, integrity, and availability of information and systems.
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 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.
Other Disclosures
- Corporate Governance Report along with Certificate on Compliance of
conditions of Corporate Governance
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,
forms part of this Board's Report.
- Employee Stock Option Scheme
The LTTS ESOP Scheme-2016 which was approved by the Members on January 21, 2016, forms an
integral part of the Company's employee remuneration framework and is aimed at attracting
and retaining talent, fostering employee ownership, and aligning individual performance
with the Company's long-term objectives.
During the year under review, based on the recommendations of the
Nomination and Remuneration Committee and the approval of the Board of Directors, the
Company proposed amendments to the LTTS ESOP Scheme-2016 and the creation of an Employee
Stock Option Sub-Plan 2025. The amendments and the Sub-Plan were proposed, inter alia, to
extend the grant period beyond the initial ten year period, align the Scheme with the
provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
("SBEB Regulations") streamline the administration of the Scheme, and ensure
compliance with applicable U.S. federal and California laws. The Members of the Company
approved the amendments and the Sub-Plan 2025 by way of a Special Resolution passed
through Postal Ballot on January 18, 2026. These amendments did not result in any
incremental dilution, as the total number of options continues to remain within the limits
previously approved by the Members in year 2016.
The disclosures relating to the ESOP Scheme-2016, as 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/corporate-governance.
The Secretarial Auditors' certificate confirming that the Company's ESOP
Scheme-2016 is in compliance with the Act and the SBEB Regulations is provided as
"Annexure E" to this Board's Report.
- Integrated Reporting
Pursuant to the SEBI Circular on Integrated Reporting and in alignment with the framework
prescribed by the International Integrated Reporting Council, the Company has adopted the
principles of Integrated Reporting and complies with the applicable requirements of the
Integrated Reporting Framework to enhance the quality, consistency and transparency of its
disclosures. The Integrated Report for FY 2025-26 forms part of this Integrated Annual
Report.
The Integrated Report presents a concise and holistic view of the
Company's strategy, business model, governance, performance and future outlook, and
explains how the Company creates sustainable value over the short, medium and long term
through the effective utilisation of its six capitals, namely Financial, Manufactured,
Intellectual, Human, Social & Relationship and Natural capital.
- Credit Rating of securities
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.
- 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 Report as required in terms of
Regulation 34 of 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 part of this
Integrated Annual Report. The Company has obtained reasonable assurance on the BRSR Core
Key Performance Indicators from DNV Business Assurance India Pvt Ltd. and the
corresponding disclosures have been made in the BRSR section of the Integrated Annual
report.
- Remuneration received by Managing Director from Holding or Subsidiary
Company
During the financial year under review, the CEO and Managing Director has not 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 across 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
The Company has neither filed any application, nor any proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016, during FY 2025-26.
- 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 said Statement is available on the website of the Company at
https://www.ltts.com/investors/corporate-governance
Acknowledgement
Your Directors take this opportunity to express their sincere gratitude to the Company's
customers, vendors, investors, bankers, academic institutions, financial institutions,
regulatory authorities, stock exchanges and all other stakeholders for their continued
cooperation and support.
The Board also acknowledges the valuable support extended by the
Government of India, various state Governments, and the Governments of other countries,
along with the concerned Government departments and agencies.
The Directors further place on records their deep appreciation for the
significant contributions made by the employees of the Company and its subsidiaries during
the year under review. The Board values the dedication, commitment, and hard work
demonstrated by every member of the LTTS family globally.