Larsen & Toubro Ltd.

The Directors have pleasure in presenting their 77th Annual Report and Audited Financial Statements for the year ended 31st March 2022.

FINANCIAL RESULTS:

PERFORMANCE OF THE COMPANY:

The total income for the financial year under review was R 1,04,613.06 crore as against R 90,61 5.77 crore for the previous financial year, registering an increase of 15.45%. The profit before tax from continuing operations including exceptional items was R 10,031.47 crore for the financial year under review as against R 5,318.73 crore for the previous financial year. The profit after tax from continuing operations including exceptional items was R 7,879.45 crore for the financial year under review as against R 3,147.31 crore for the previous financial year, registering an increase of 1 50.36%.

AMOUNT TO BE CARRIED TO GENERAL RESERVE:

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

DIVIDEND:

The Directors recommend payment of dividend of R 22/-(1,100%) per equity share of R 2/- each on the share capital amounting to R 3,091.06 crore.

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 AND FINANCE:

During the year under review, the Company allotted 473,826 equity shares of R 2/- each upon exercise of stock options by eligible employees under the Employee Stock Option Schemes.

The Company''s Authorized Capital increased from R 5,025 crore to R 8,037 crore pursuant to amalgamation of L&T Hydrocarbon Engineering Limited with the Company vide order dated 28th January 2022 passed by Hon''ble National Company Law Tribunal, Mumbai bench.

During the year, the Company repaid Non-convertible Debentures (NCDs) of R 450 crore and short-term External Commercial Borrowings (ECB) of USD 100 million as per the repayment schedule.

The Company has exercised the first call on the partly paid up Debentures issued in the FY 2021 and raised R 450 crore (R 2.5 lakh each on 18,000 debentures) during FY 2022. The funds raised through issuance of NCDs have been utilized for repayment of existing maturing NCDs.

The Company has issued Commercial Papers amounting to R 5,800 crore during FY 2022. As on date, the outstanding amount of Commercial Papers is R 2,000 crore.

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, ICRA and India Ratings. The details of the same are given on page 313 in Annexure ''B'' - Report on Corporate Governance forming part of this Board Report and is also available on the website of the Company.

SALE OF DIGITAL BUSINESS (L&T NxT):

During FY 2022, the Company sold its digital transformation business, incubated and operated as L&T NxT, to Mindtree Limited, a listed subsidiary of the Company, for a consideration of R 198 crore.

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND L&T HYDROCARBON ENGINEERING LIMITED:

The Board of Directors of the Company had approved a Scheme for Amalgamation of L&T Hydrocarbon Engineering Limited (LTHE), a wholly owned subsidiary, with the Company. The rationale for the Scheme was to create cost effectiveness by integrating the Hydrocarbon business of LTHE and Engineering, Projects and Construction (EPC) power business of the Company.

The Scheme of Arrangement (the Scheme) was approved by the Hon''ble National Company Law Tribunal, Mumbai Bench and became effective from 7th February 2022. The Appointed date for the Scheme is 1st April 2021.

Subsequently all the subsidiaries of LTHE have become direct subsidiaries of the Company.

AMALGAMATION OF MINDTREE LIMITED WITH LARSEN & TOUBRO INFOTECH LIMITED:

Subsequent to the year under review, the Board of Directors of Mindtree Limited (MT) and Larsen & Toubro Infotech Limited (LTI), listed subsidiaries of the Company, have approved a Scheme of Amalgamation of MT with LTI. The said scheme is subject to approval of the Shareholders and creditors of these subsidiaries and the approval of applicable regulators and the Hon''ble National Company Law Tribunals having jurisdiction over these subsidiary companies.

CAPITAL EXPENDITURE:

As at 31st March 2022, the gross value of property, plant and equipment, investment property and other intangible assets including leased assets, were at R 16,837.38 crore and the net value of property, plant and equipment, investment property and other intangible assets, including leased assets, were at R 9,695.93 crore. Capital Expenditure during the year amounted to R 1,410.29 crore.

DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder, and the requisite returns have been filed. The Company does not have any unclaimed deposits as of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

During the year under review, the Company acquired 6,82,25,347 equity shares of L&T Finance Holdings Limited (LTFHL) and presently holds 163,92,29,920 equity shares representing 66.26% of the total share capital of LTFHL.

L&T Uttaranchal Hydropower Limited (L&T UHPL) ceased to be a subsidiary of the Company pursuant to the sale of entire stake by the Company and L&T Power Development Limited (a wholly owned subsidiary) to ReNew Power Services Private Limited (ReNew) for a total consideration of R 1,003 crore. The Company held 142,68,50,000 preference shares in L&T UHPL which were entirely sold to ReNew.

Kesun Iron and Steel Company Private Limited has applied to the Ministry of Corporate Affairs for strike off under the provisions of Companies Act, 2013 on 15th December

2021. The approval is awaited.

Pursuant to an order passed by the National Company Law Tribunal, Mumbai bench, the equity share capital of L&T Seawoods Limited, a wholly owned subsidiary, was reduced to the extent of 30,00,00,000 equity shares aggregating to R 300 crore by way of return of surplus cash on 7th April

2022.

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 611 to 622 of this Annual Report.

The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(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 does not have any material subsidiaries as on the date of this report.

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

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Notes 57 and 58 forming part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has revised its existing Related Party Transactions Policy to align it with the requirements of the said Regulations.

The Audit Committee and the Board of Directors have reviewed and approved the amended Related Party Transactions Policy and the same 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.

During the year under review, all related party transactions were in the ordinary course of business and at arm''s length. The Audit Committee has approved the related party transactions for the FY 2022 and the estimated related party transactions for FY 2023.

There were no related party transactions that have conflict with the interest of the Company.

The Company proposes to enter into a material related party transaction with L&T Finance Limited for providing a line of credit of R 2,000 crore for a period of 5 years from FY 2023 till FY 2027. The transaction is not a material related party transaction as per the provisions of the Companies Act, 2013. However, the said transaction exceeds the materiality threshold of R 1,000 crore as provided under Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has sought an enabling approval from the Shareholders by means of a Postal Ballot. The results of the Postal Ballot will be declared on or before 18th May 2022.

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 258 to 279 of this 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.

RISK MANAGEMENT:

The Board Risk Management Committee comprises Mr. Adil Zainulbhai, Mr. Sanjeev Aga and Mr. Subramanian Sarma, Directors of the Company. Mr. Adil Zainulbhai is the Chairman of the Committee.

The Charter of the Committee is to assist the Board in fulfilling its oversight responsibilities of reviewing the existing Risk Management Policy, Framework, Risk Management Structure and Risk Management Systems.

The Committee periodically reviews the risk status to ensure that executive management mitigates the risks by means of a properly designed framework.

For further details on risk management, please refer to page 306 of this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED:

Mr. Subodh Bhargava ceased to be an Independent Director of the Company with effect from March 29, 2022 on account of completion of his tenure. The Board places on record its appreciation towards valuable contribution made by him during his tenure as Director of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its Meeting held on March 24, 2022 has approved the appointment of Mr. Pramit Jhaveri as an Independent Director for a period of five years with effect from April 1, 2022 till March 31, 2027, subject to the approval of shareholders through special resolution. The approval has been sought by means of a Postal Ballot and the results will be declared on or before 18th May 2022. The NRC considered the appointment of Mr. Jhaveri as an Independent Director after evaluating the skills, knowledge and experience required on the Board as per the approved skill matrix.

The Board pursuant to the recommendation of the NRC and report of his performance evaluation, re-appointed Mr. S.N Subrahmanyan as Chief Executive Officer and Managing Director of the Company for a period of five years from July 1, 2022 upto and including June 30, 2027. His appointment shall be subject to the approval of the shareholders.

Mr. Subramanian Sarma, Mr. S. V. Desai and Mr. T. Madhava Das, 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 http://investors.larsentoubro.com/Listing-Compliance.aspx.

The Company has also disclosed on its website http://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 pages 293 and 294 of this Annual Report.

AUDIT COMMITTEE:

The Company has in place 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 298 to 300 of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has in place 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 page 304 of this Annual Report.

COMPANY POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company has in place 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 300 to 303 of this Annual Report.

The Committee 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://www.larsentoubro.com/corporate/about-lt-group/ corporate-policies/. The Committee has also formulated a separate policy on Board Diversity.

DECLARATION OF INDEPENDENCE:

The Company has received Declarations 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 http://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 and Qualification of Directors) Rules, 2014, all Independent Directors, except Mr. Pramit Jhaveri, are exempted from undertaking the online proficiency self-assessment test conducted by IICA. Mr. Pramit Jhaveri shall complete the online proficiency self-assessment test within the prescribed timelines.

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

For the year under review, the questionnaire was updated suitably based on the comments and suggestions received from Independent Directors. 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 and 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 12, 2022.

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 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 31st March 2022, 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 31st March 2022, 98.89% of the Company''s total paid up capital representing 138,93,93,268 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, 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/shareholder-services.aspx.

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 R 9,12,62,638 which was due and payable and remained unclaimed and unpaid for a period of seven years, was 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 R 46,79,35,382 as on 31st March 2022.

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 3,17,463 equity shares of R 2 each (0.02% of total number of shares) held by 1,530 shareholders (0.10% 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 2013-14. 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 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.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee comprises of Mr. M. M. Chitale, Mr. R. Shankar Raman and Mr. D. K. Sen as the Members. Mr. Chitale is the Chairman of the Committee.

The CSR policy framework and Annual Action Plan for FY 2023 is available on the Company''s website at https://investors.larsentoubro.com/corporate-governance. aspx.

A brief note regarding the Company''s initiatives with respect to CSR is given in Annexure ''B'' - Report on Corporate Governance forming part of this Board Report. Please refer to pages 304 to 306 of this 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

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

PROTECTION OF WOMEN AT WORKPLACE:

The Company believes that every employee 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 and Redressal) Act, 2013 and Rules, 2013. 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 2022, about 11,100 employees have undergone training through the programs/ workshops including the awareness sessions held on digital platform.

There were 2 complaints received during the FY 2022. Both the complaints were redressed as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules, 2013.

OTHER DISCLOSURES:

• ESOP Disclosures: There has been no 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.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 and the SBEB Regulations 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 and Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual Report (refer pages 210 to 257).

zz 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 Annual Report.

• Annual Return: The Annual Return of the Company for the FY 2022 is available on our website https://investors.larsentoubro.com/Listing-Compliance.aspx.

• Statutory Compliance: The Company complies with all applicable laws and regulations, pays applicable taxes on time, ensures statutory CSR spend and initiates sustainable activities.

• 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.

• IBC: There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

• Reporting of fraud: 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 Companies Act, 2013.

• Remuneration received by Whole-time Director from subsidiary company: Mr. D. K. Sen, Wholetime Director of the Company is also the Managing Director of L&T Infrastructure Development Projects Limited (L&T IDPL), a subsidiary of the Company. During FY 2022, part of the remuneration paid to Mr. Sen was charged to L&T IDPL. Accordingly, the Company has recovered an amount of R 1,81,18,283 from L&T IDPL for remuneration paid to Mr. Sen.

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

Also see pages 307 and 308 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 and the Indian Accounting Standards (Ind AS).

AUDIT REPORT:

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

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 adverse remark.

AUDITORS:

M/s. Deloitte Haskins & Sells LLP were re-appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 75th Annual General Meeting till the conclusion of 80th Annual General Meeting of the Company.

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 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 page 308 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, 2022.

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 12th May 2022, has approved the appointment of M/s R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending 31st March 2023 at a remuneration of R 17 lakhs plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for FY 2023 is placed before the Shareholders.

The Report of the Cost Auditors for the financial year ended 31st March 2022 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 Customers, Supply Chain Partners, Employees, Financial Institutions,

Banks, Central and State Government authorities, Regulatory Authorities, Stock Exchanges and all 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/Associates.

For and on behalf of the Board

A.M. NAIK

Group Chairman (DIN: 00001514)

Date : 12th May 2022 Place : Mumbai