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Larsen & Toubro Ltd			Industry : Engineering - Turnkey Services


BSE Code:	500510	NSE Symbol:	LT	P/E(TTM):	51.37

ISIN Demat:	INE018A01030	Div & Yield %:	0.94	EPS(TTM):	70.67

Book Value(Rs):	479.5835715	Market Cap ( Cr.):	499254.93	Face Value(Rs):	2

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Dear Members,

The Directors have pleasure in presenting their 79^th Integrated Annual Report and Audited Financial Statements of Larsen & Toubro Limited for the year ended March 31, 2024.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2024 is summarised below:

V crore

Particulars	2023-24	2022-23
Profit before depreciation, exceptional items & tax	12619.33	11204.34
Less: Depreciation, amortization, impairment, and obsolescence	1751.01	1371.64
Profit before exceptional items and tax	10868.32	9832.70
Add: Exceptional Items	586.47	-
Profit before tax	11454.79	9832.70
Less: Provision for tax (including tax on exceptional items)	2150.46	1983.73
Net profit after tax	9304.33	7848.97
Add: Balance brought forward from the previous year	35863.32	31131.14
Less: Dividend paid for the previous year	3373.56	3091.42
Less: Special dividend paid	843.39	-
Add/(Less): Gain/(loss) on remeasurement of the net defined benefits plans	10.43	(25.37)
Balance to be carried forward	40961.13	35863.32

PERFORMANCE OF THE COMPANY:

The total income for the financial year under review was ? 131576.45 crore as against ? 1 14535.93 crore for the previous financial year, registering an increase of 14.88%. The Profit before exceptional items and tax was ? 10868.32 crore for the financial year under review as against ? 9832.70 crore for the previous financial year. The profit after tax was ? 9304.33 crore for the financial year under review as against ? 7848.97 crore for the previous financial year, registering an increase of 18.54%.

BUYBACK OF SHARES:

The Company completed its maiden buyback during FY 2023-24. The Board of Directors at its meeting held on July 25, 2023, approved the buyback of equity shares through the Tender Offer route through stock exchange mechanism, amounting to ? 10000 crore (excluding tax and transaction costs). After seeking shareholders' approval through postal ballot, the Company bought back 3,12,50,000 equity shares representing 2.22% of the total issued and paid-up equity share capital of the Company as on March 31, 2023, at a price of ? 3200 per share. The buyback was offered to all eligible equity shareholders of the Company. Tendering period for the said buyback commenced on September 18, 2023 and concluded on

September 25, 2023 and the payment was made on September 28, 2023.

AMOUNT TO BE CARRIED TO GENERAL RESERVE:

The Company has not transferred any amount from profit and loss to general reserve during FY 2023-24.

GREAT PLACE TO WORK?

The Company has been certified by Great Place to Work? Institute, as a "Great Place to Work? in India", for the second year running. This prestigious recognition, valued by employees and employers globally, reflects the Company's unwavering commitment to fostering a culture of trust and care. Building on last year's employee survey, each business unit held in-depth action planning workshops led by senior leaders. These collaborative sessions identified key areas for improvement, resulting in well-defined action plans to strengthen our workplace. The leadership team in the businesses led the action plan based on the last year's survey results to connect and engage with employees, underscoring the Company's dedication to creating a truly exceptional work environment. This recognition is a testament to the Company's 8-decade legacy of prioritizing a positive work experience, a source of immense pride for the L&T family.

DIVIDEND:

During FY 2023-24, the Company paid special dividend of ? 6/- (300%) per equity share amounting to ? 843.39 crore.

The Directors recommend payment of final dividend of ? 28 per equity share of ? 2/- each on the share capital amounting to ? 3849.07 crore, working out to a payout ratio of 41.37%. Dividend is subject to approval of members at the ensuing Annual General Meeting and deduction of income tax at source. The final dividend, if approved by the members, would be paid to those members whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

The Dividend payment 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 Obligations and Disclosure Requirements) Regulations, 2015.

The Policy is uploaded on the Company's website at https://www.larsentoubro.com/corporate/about-lt-group/ corporate-policies/ .

CAPITAL & FINANCE:

During FY 2023-24, the Company allotted 4,36,429 equity shares of ? 2/- each upon exercise of vested stock options by the eligible employees under the Employee Stock Option Schemes.

During FY 2023-24, the Company repaid Non-convertible Debentures amounting to ? 4800 crore as per the repayment schedule.

The Company has issued and allotted on private placement basis, Unsecured, Rated, Listed, Redeemable Non-convertible Debentures (NCDs) aggregating ? 7000 crore during FY 2023-24. These NCDs are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Limited. During FY 2023-24, the Company also received ? 450 crore (? 2.5 lakh each on 18,000 Debentures) towards the third and final call on partly paid-up Debentures issued by the Company in FY 2020-21. The funds raised through issuance of NCDs were utilized as per the objects stated in the Information Memorandum of the respective NCDs. The Company has been regular in making payments of principal and interest on the NCDs.

The Company has issued Commercial Papers amounting to ? 46975 crore during FY 2023-24. As on March 31, 2024,

the outstanding amount of Commercial Papers is ? 2700 crore. These Commercial Papers are listed on the Wholesale Debt Market Segment of BSE Limited.

The Company has not defaulted on payment of any dues to the financial lenders.

The Company's borrowing programmes have received the highest credit ratings from CRISIL Ratings Limited,

ICRA Limited and India Ratings and Research Private Limited. The details of the same are given on page 355 in Annexure 'B' - Report on Corporate Governance forming part of this Board Report and is also available on the website of the Company.

CAPITAL EXPENDITURE:

As at March 31, 2024, the gross value of property, plant and equipment, investment property and other intangible assets, including leased assets, were at ? 21993.62 crore and the net value of property, plant and equipment, investment property and other intangible assets, including leased assets, were at ? 12463.33 crore. Capital Expenditure during FY 2023-24 amounted to ? 2916.46 crore.

DEPOSITS:

During the year under review, the Company has not accepted any deposits falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder. The requisite return for FY 2022-23 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

A statement containing the salient features of the financial statement of subsidiary / associate / joint venture companies and their contribution to the overall performance of the Company is provided on pages 648 to 659 of this Integrated Annual Report.

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company's website at https://www.larsentoubro.com/ corporate/about-lt-group/corporate-policies/. The Company did not have any material subsidiary during FY 2023-24.

During the year under review, the Company subscribed to / acquired equity shares in various subsidiary / associate / joint venture companies. The details of investments / divestments in subsidiary / associate / joint venture companies during the year are as under:

A) Shares subscribed/ acquired during the year:

Name of the Company	Type of Shares	No. of shares
L&T Semiconductor Technologies Limited	Equity	95,50,000
L&T Offshore Private Limited	Equity	4,000
L&T Energy Green Tech Limited	Equity	5,10,00,007
GH4India Private Limited	Equity	10,00,000
Corporate Park (Powai) Private Limited	Equity	20,50,000
Business Park (Powai) Private Limited	Equity	20,50,000
L&T Finance Limited	Equity	205
L&T Electrolysers Limited	Equity	50,000
L&T Metro Rail (Hyderabad) Limited	Equity	2,77,40,00,000

Amalgamation of L&T Innovation Campus (Chennai) Limited ("LTICCL") with L&T Seawoods Limited ("LTSL"):

The Board of Directors of LTICCL and LTSL approved the Scheme of Arrangement for merger of LTICCL with LTSL (wholly owned subsidiaries of the Company).

The Scheme of Amalgamation was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench and became effective from March 22, 2024. The Appointed date for the Scheme was April 1, 2023. The Company was allotted 74,38,796 equity shares of LTSL as consideration pursuant to the aforesaid Scheme.

B) Companies Struck off/liquidated:

During the year under review, Kesun Iron and Steel Company Private Limited was struck off by the Registrar of Companies on August 16, 2023. L&T Hydrocarbon Caspian LLC, a Joint Venture of the Company based in Azerbaijan was liquidated on October 5, 2023.

C) Equity shares sold / transferred / reduced during the year:

a. Sale of stake in L&T Infrastructure Engineering Limited

During the year, the Company has completed the sale of its entire stake in L&T Infrastructure Engineering Limited to STUP Consultants Private Limited, a subsidiary of Assystem SA of France consequent to completion of customary

conditions precedent, agreed under the Share Purchase Agreement dated November 2, 2023.

b. Sale of stake in L&T Infrastructure Development Projects Limited

The Company has concluded sale of its entire equity stake in L&T Infrastructure Development Projects Limited ('LTIDPL') to Epic Concesiones Private Limited on April 10, 2024. LTIDPL was a joint venture between Larsen & Toubro Limited and Canada Pension Plan Investment Board (CPP Investments) holding 51% and 49% shares respectively. LTIDPL and all its subsidiaries have ceased to be subsidiaries of the Company.

SCHEME OF AMALGAMATION OF L&T ENERGY HYDROCARBON ENGINEERING LIMITED (LTEHE) AND L&T OFFSHORE PRIVATE LIMITED (LTOPL) WITH THE COMPANY ("THE SCHEME"):

During the year under review, the Board of Directors of the Company approved a Scheme of Amalgamation of LTEHE and LTOPL with the Company. The said Scheme is subject to the approval of the Hon'ble National Company Law Tribunals having jurisdiction over these subsidiary companies. The rationale for the Scheme is to improve synergies and optimize administrative and other operational costs. Upon the Scheme becoming effective all shares held by the Company in LTEHE and LTOPL shall stand cancelled.

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 during the year, as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Note 57 forming part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy with clear threshold limits for related party transactions. During the year under review, the policy was reviewed by the Audit Committee and the Board and the thresholds for related party transactions were revised.

The updated Related Party Transactions Policy has been uploaded on the Company's website https://www.larsentoubro.com/corporate/about-lt-group/ corporate-policies/.

The Company has a process in place to periodically review and monitor Related Party Transactions.

All related party transactions entered into during FY 2023-24 were in the ordinary course of business and at arm's length. The Audit Committee has approved the related party transactions for FY 2023-24 and the estimated related party transactions for FY 2024-25.

There were no Related Party Transactions that have conflict of interest with the Company.

The Company is seeking an enabling approval for certain material related party transactions at the ensuing Annual General Meeting (AGM). Shareholders are requested to refer to the AGM notice at pages 295 to 317 of this Integrated Annual Report, for details of the proposed related party transactions.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,

BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required to be given under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 'A' forming part of this Board Report.

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. A. M. Naik stepped down as Non- Executive Chairman of the Company with effect from September 30, 2023. He has been conferred the status of "Chairman Emeritus" by the Board.

Mr. M. V. Satish ceased to be a Whole-time Director of the Company with effect from April 7, 2024, on account of superannuation from the services of the Company.

Mr. M. M. Chitale, Mr. M. Damodaran and Mr. Vikram Singh Mehta ceased to be the Independent Directors of the Company on completion of their tenure on March 31, 2024.

The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC), Mr. S.N Subrahmanyan was appointed as Chairman and designated as Chairman & Managing Director of the Company with effect from October 1, 2023.

During the FY 2023-24, based on the recommendation of the NRC and the Board, the shareholders have approved the appointment of Mr. Ajay Tyagi and Mr. P. R. Ramesh as Independent Directors of the Company for a term of 5 years with effect from October 31, 2023 upto October 30, 2028. The NRC considered the appointment of Mr. Ajay Tyagi and Mr. P. R. Ramesh as Independent Directors after evaluating the skills, knowledge and experience required on the Board as per the approved skill matrix.

Mr. R. Shankar Raman and Mr. Subramanian Sarma retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment.

The notice convening the AGM includes the proposal for re-appointment of Directors.

The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Companies Act, 2013 and are placed on the website of the Company https://investors.larsentoubro.com/ Listing-Compliance.aspx.

The Company has also disclosed on its website https://investors.larsentoubro.com/Listing-Compliance.aspx details of the familiarization programs to educate the Independent Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

This information is given in Annexure 'B' - Report on Corporate Governance forming part of this Report. Members are requested to refer to page no. 334 of this Integrated Annual Report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 338 to 341 of this Integrated Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 345 and 346 of this Integrated Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 341 to 345 of this Integrated Annual Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Board Risk Management Committee in terms of the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any. The details relating to the same are given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 347 and 348 of this Integrated Annual Report.

CSR & SUSTAINABILITY COMMITTEE:

The Company has in place a CSR & Sustainability (CSR) Committee in terms of the requirements of section 135 of the Companies Act, 2013 read with the rules made thereunder.

The CSR policy framework is available on the Company's website at https://www.larsentoubro.com/corporate/ about-lt-group/corporate-policies/ and the Annual Action Plan is available on the Company's website at https://investors.larsentoubro.com/listing-compliance- disclosuresunderstatutes.aspx

A brief note regarding the Company's initiatives with respect to CSR and the composition of the CSR Committee is given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Please refer to pages 346 and 347 of this Integrated Annual Report.

The disclosures required to be given under section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure 'C' forming part of this Board Report.

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

COMPANY POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The NRC has formulated a policy on Directors' 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. Nomination and Remuneration Policy is provided as Annexure 'F' forming part of this Board Report and also disclosed on the Company's website at https://investors.larsentoubro.com/Listing-Compliance.aspx. The NRC has also formulated a separate policy on Board Diversity.

DECLARATION OF INDEPENDENCE:

The Company has received Declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same are also displayed on the website of the Company https://investors.larsentoubro.com/Listing-Compliance.aspx. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all Independent Directors are exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

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 Board, Committees, Individual Directors and the Chairman & Managing Director has to be made. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors and the Chairman & Managing Director.

As in the previous years, an external consultant was engaged to receive the responses of the Directors and consolidate/ analyze the responses. The same external consultant's IT platform was used from initiation till conclusion of the entire board evaluation process. This ensured that the process was transparent and independent of involvement of the Management or the Company's IT system. This has enabled unbiased feedback.

The Board Performance Evaluation inputs, including areas of improvement for the Directors, Board processes and related issues for enhanced Board effectiveness were discussed in the meetings of the Nomination and Remuneration Committee and the Board of Directors held on May 8, 2024.

DISCLOSURE OF REMUNERATION:

The details of remuneration as required to be disclosed under the Companies Act, 2013 and the rules made thereunder, are given in Annexure 'D' forming part of this Board report.

The information in respect of employees of the Company pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided in Annexure 'G' forming part of this report. In terms of section 136(1) of the Companies Act, 2013 and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a 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 is related to any Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements 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 Companies Act, 2013 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

DEPOSITORY SYSTEM:

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2024, 99.14% of the Company's total paid up capital representing 136,28,46,427 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share

certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases, the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form. Shareholders desirous of availing these services are requested to refer to the detailed procedure for availing these services provided on the website of the Company at https://investors.larsentoubro.com/InvestorKit.aspx.

The Company has availed a special contingency insurance policy towards the risks arising out of the requirements of relating to issuance of duplicate securities, pursuant to SEBI Circular dated May 25, 2022, which is renewed yearly.

In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical form are advised to avail of the facility of dematerialization from either of the Depositories.

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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has been regularly sending communications to members whose dividends are unclaimed requesting them to provide/update bank details with Registrar and Transfer Agents (RTA)/Company, so that dividends paid by the Company are credited to the investor's account on time. Efforts are also made by the Company in co-ordination with the RTA to locate the shareholders who have not claimed their dues.

Despite these efforts, an amount of ? 12.47 crore towards dividend and bonus fractional entitlement which were due and payable and remained unclaimed and unpaid for a period of seven years, were transferred to Investor Education and Protection Fund (IEPF) as provided in section 125 of the Companies Act, 2013 and the rules made thereunder.

Cumulatively, the amount transferred to the said fund was ? 70.11 crore as on March 31, 2024.

In accordance with the provisions of the section 124(6) of the Companies Act, 2013 and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the Company has transferred 4,04,158 equity shares of ? 2 each (0.03% of total number of shares) held by 2,749 shareholders (0.18% of total shareholders) to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year 2015-16. 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. The detailed procedure for claiming shares/dividend transferred to IEPF is made available on the Company's website at https://investors.larsentoubro.com/Investor-FAQ.aspx.

The Company sends specific advance communication to the concerned shareholders at their address registered with the Company and also publishes notice in newspapers providing the details of the shares due for transfer to enable them to take appropriate action. All corporate benefits accruing on such shares viz. bonus shares, etc. including dividend except rights shares shall be credited to IEPF.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

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

PROTECTION OF WOMEN AT WORKPLACE:

The Company believes that all the women employees should have the opportunity to work in an environment free from any conduct which can be considered as Sexual Harassment.

The Company is committed to treating every employee with dignity and respect. The Company has formulated a policy on 'Protection of Women's Rights at Workplace' as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules thereunder ('POSH Act & Rules'). The policy is applicable to all L&T establishments located in India. The policy has been widely disseminated. The Company has constituted Internal Complaints Committees to ensure implementation and compliance with the provisions of the aforesaid Act and the Rules.

This 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.

A detailed procedure for making a Complaint, initiating an enquiry, redressal process and preparation of report within a stipulated timeline is laid out in the Policy document.

The Policy also covers Disciplinary Action for Sexual Harassment. The Policy is uploaded on the Company's website at https://www.larsentoubro.com/corporate/ about-lt-group/corporate-policies/.

Training programs and workshops for employees are organised throughout the year. The orientation programs for new recruits include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. Specific programs have been created on the digital platform to sensitize employees to uphold the dignity of their colleagues and prevention of sexual harassment. During FY 2023-24, about 17,426 employees have undergone training through the programs/ workshops including the awareness sessions held on digital platform.

There were 3 complaints received during FY 2023-24. One complaint has been redressed as per provision of POSH Act and Rules. The balance two complaints received during Q4 of FY 2023-24 are under inquiry. These complaints are being redressed within the timelines prescribed in POSH Act and Rules.

OTHER DISCLOSURES:

• ESOP Disclosures: There has been no material change in the Employee Stock Option Schemes (ESOP schemes) during the current financial year.

The disclosure relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SBEB Regulations) is provided on the website of the Company https://investors.larsentoubro.com/listing- compliance-agm.aspx.

A certificate obtained from the Secretarial Auditors, confirming that the ESOP Schemes of the Company are in compliance with the SBEB Regulations and that the Company has complied with the provisions of the Companies Act, 2013 is also provided in Annexure 'B' forming part of this Report.

• Corporate Governance: Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance with Corporate Governance requirements provided in the aforesaid Regulations, are provided in Annexure 'B' forming part of this Report.

• Business Responsibility and Sustainability Reporting: As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Integrated Annual Report (refer pages 242 to 294).

• Integrated Reporting: The Company is complying with the applicable requirements of the Integrated Reporting Framework. The Integrated Report tracks the sustainability performance of the organization and its interconnectedness with the financial performance, showcasing how the Company is adding value to its stakeholders. The Integrated Report forms a part of this Integrated Annual report.

• Annual Return: The Annual Return of the Company for the FY 2023-24 is available on our website https://investors.larsentoubro.com/listing-compliance- agm.aspx.

• Statutory Compliance: The Company has adequate systems and processes in place to comply with all applicable laws and regulations, pay applicable taxes on time, and ensures statutory CSR spend .

• MSME: The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

• Insolvency and Bankruptcy Code (IBC): There are no proceedings admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

• KYC registration for holders of physical shares:

All shareholders of the Company holding shares in physical form are requested to update their PAN, Address, Email ID, Bank account details (KYC details) and Nomination details with the Company's Registrar and Share Transfer Agent (RTA) at the earliest, in case the same are not updated.

The relevant forms for updating the KYC information and Nomination details are provided on the website

of the Company at https://investors.larsentoubro.com/ DownloadableForms.aspx

• Reporting of fraud: There were no frauds committed against the Company during FY 2023-24 by its officers or employees which are required to be disclosed as per Section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM:

The Company has a Whistle-blower Policy in place since 2004. The Policy has been modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy is available on the Company's website https://www.larsentoubro.com/corporate/about-lt-group/ corporate-policies/.

Also see page 348 and 349 forming part of Annexure 'B' of this Board Report.

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.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS).

AUDIT REPORT:

The Auditors' report to the shareholders does not contain any qualification, observation or comment or adverse remark.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by M/s. S. N. Ananthasubramanian & Co., Company Secretaries is attached as Annexure 'E' forming part of this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.

AUDITORS:

M/s. Deloitte Haskins & Sells LLP are the Statutory Auditors of the Company and shall hold office till the conclusion of 80th Annual General Meeting of the Company.

In view of the mandatory requirement of rotation of auditors, the Board of Directors in its meeting held on March 26, 2024, appointed M/s. MSKA & Associates ("MSKA") as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 79^th Annual General Meeting till the conclusion of 84^th AGM of the Company, subject to approval of the shareholders. A proposal for their appointment from the conclusion of the 79th AGM till the conclusion of the 84th AGM has been included in the Notice of the ensuing AGM.

In order to ensure a smooth transition, both the Auditors would jointly conduct the audit from the conclusion of 79th AGM of the Company till the conclusion of the 80th AGM.

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 Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Auditors attend the Annual General Meeting of the Company. Also see pages 349 and 350 forming part of Annexure 'B' of this Board Report.

COST AUDITORS:

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2024.

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on May 8, 2024, has approved the appointment of M/s R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending March 31, 2025 at a remuneration of ^ 18 lakhs plus taxes and out of pocket expenses.

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A proposal for ratification of remuneration of the Cost Auditor for the FY 2024-25 is placed before the Shareholders for approval in the ensuing Annual General Meeting.

The Report of the Cost Auditors for the financial year ended March 31, 2024 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Members, Customers, Supply Chain Partners, Employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory Authorities, Stock Exchanges and

various other stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture Partners and Associates.

For and on behalf of the Board

S. N. SUBRAHMANYAN

Chairman & Managing Director (DIN:02255382)

Date : May 8, 2024 Place : Mumbai