Board's Report
To the Members of
LTIMindtree Limited
(formerly Larsen &Toubro Infotech Limited)
Your Directors have pleasure in presenting the Integrated Annual Report along with the
Audited Financial Statements (Standalone and Consolidated) of LTIMindtree Limited
('LTIMindtree' or 'the Company') for the year ended March 31, 2024 ('FY24').
FINANCIAL RESULTS
|
|
|
|
(Rs. in Million) |
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
342,534 |
319,755 |
355,170 |
331,830 |
Other income |
7,099 |
5,016 |
7,019 |
5,569 |
Total income |
349,633 |
324,771 |
362,189 |
337,399 |
Employee benefit expense |
210,490 |
194,274 |
227,323 |
208,799 |
Sub-contractor expenses |
32,349 |
33,422 |
25,599 |
28,286 |
Finance costs |
2,071 |
1,441 |
2,217 |
1,504 |
Depreciation and amortization expenses |
7,604 |
6,486 |
8,189 |
7,227 |
Other expenses |
38,325 |
33,362 |
38,374 |
33,668 |
Total expenses |
290,839 |
268,985 |
301,702 |
279,484 |
Profit before tax |
58,794 |
55,786 |
60,487 |
57,915 |
Tax expense |
13,935 |
13,304 |
14,641 |
13,812 |
Profit for the year |
44,859 |
42,482 |
45,846 |
44,103 |
PERFORMANCE OF THE COMPANY
On a consolidated basis, revenue for the year was Rs. 355,170 Million, with an increase
of 7.0% in rupee terms. The increase in revenue is attributable to growth across all
verticals, predominantly Banking, Financial Services & Insurance; Technology, Media
& Communications; Manufacturing & Resources. Profit after tax on a consolidated
basis for the year was Rs. 45,846 Million, with an increase of 4.0%. For more details,
refer to the 'Financial Performance' section in the Management Discussion and Analysis,
which forms part of the Integrated Annual Report.
MARKETING
In our first full year as LTIMindtree, our marketing has been focused on building a
strong brand globally and consistent customer recognition as a top-tier IT services
Company and strategic partner for digital transformation.
Every day, we endeavour to create a future of limitless possibilities. And in this
regard, we are delighted to be recognized by Fortune Magazine as a member of the Global
Future 50 list of companies. The ranking assesses the long-term revenue growth prospects
of more than 1,700 of the world's largest public companies.
In addition, LTIMindtree was awarded the 'Service Advocate of the Year' by Microsoft,
secured the esteemed NASSCOM Spotlight Award for Best-in-Class R&D Organization, and
recognized as the fastest growing Indian IT brand in 2023 by Brand Finance all
definitive testaments to a strong brand that embodies a relentless pursuit of customer
value through innovation and collaboration.
At the heart of our organization is a strong culture and value system, which empowers
every individual to thrive and contribute to our growth and collective ambitions. As
ambassadors of the brand, our people embody this culture and help create an inclusive and
fulfilling workplace. This is the reason that we have been acclaimed as a Great Place to
Work across multiple countries including the US, UK, France, Poland, and Denmark.
And this year, as we expand our global presence and delivery capabilities, our marketing
team has also helped create world-class working spaces and curated customer and partner
experiences in Mexico, Noida, Pune, Hyderabad, and Kolkata.
And for all of us at LTIMindtree, sustainability is an integral part of our identity.
We are a conscientious, futuristic, and sustainable organization going beyond
net-zero goals and ESG offerings committed to building an eguitable and sustainable
future for everyone. And we are proud to receive the Global Partner of the Year Award for
Sustainability at AWS reinvent as well as the Golden Peacock Award for Sustainability in
India.
We understand that our actions today shape the world of tomorrow. And we will continue
to use technology as a force for good, enriching lives, and creating a truly limitless
future.
HUMAN RESOURCE
Employee Value Proposition: LTIMindtree offers a comprehensive Employee Value
Proposition (EVP) that caters to the diverse needs of its employees based on four key
pillars, i.e., talent-growth opportunities, people-centric culture, rich employee
experience, and compelling brand.
Talent Acquisition: LTIMindtree hired 15,294 employees globally in FY 23-24, with a
strong focus on diversity, equity, and inclusion (DEI) initiatives, resulting in 27% of
hires belonging to diverse groups. The Company also enhanced its hiring strategy,
applicant tracking system, and sourcing methods to attract and retain top talent.
Diversity, Equity, and Inclusion (DEI): LTIMindtree is committed to creating an
inclusive environment that fosters respect, belongingness, empowerment, and progress for
all. The Company has established DEI councils in 3 geographies and focused on five key
areas i.e., ethnicity/nationality, disability inclusion, gender equity, LGBTQ+ inclusion,
and veterans' support. The Company also received several awards for its DEI efforts.
Engagement: LTIMindtree organized several engagement events and people programs
across all regions, such as Employee Appreciation Week, Festive Celebrations, HR open
house connects, financial planning webinars, and location-specific cultural events.
Wellness: LTIMindtree has a holistic framework for wellness, covering four pillars
i.e., emotional, physical, financial, and social. The Company provides various wellness
initiatives and services, such as 24/7 medical assistance, Employee Assistance Program
(EAP), webinars on health topics, elder care and career counselling, and Transcend, a
90-day transformation program.
Career and Learning: LTIMindtree offers a range of career and learning
opportunities for its employees, such as the 7-step program. Talent Central, Shoshin
School, My Career My Growth, Succession Planning, Learn Grow Lead, and MPower. These
initiatives aim to strengthen the competencies, skills, and career growth of the employees
and prepare them for future leadership roles.
LTIMindtree has begun a digital transformation of its employee experience by digitizing
the employee lifecycle. The Company has a performance-driven culture, with its Rewards and
Recognition program iWin, at its core.
Awards & Recognition: LTIMindtree has been recognized as a Great Place to
Work in Denmark, the USA, France and Poland, and as a Top Employer in the UK. The
organization also won theTechCircle's People Pioneer Awards 2024 for its innovative
practices in the "Future of Work, Workforce, and Workplace", 14th Cll National
HR Excellence Award for "Significant Achievement in HR
Excellence" and India's Greatest CHRO Award by Asia One.
INFRASTRUCTURE
Your Company has occupied overall 6,972,340 sq.ft of space, consisting of 50,257 seats,
spread across various locations in India. The Company's footprint is expanding
continuously, and to ensure sustainable development and to minimize our civic load on the
community, we have committed to ensure all existing and upcoming facilities are certified
for green building. All our projects have been certified and applied for LEED IGBC
Platinum certification (a green building certification body, affiliated with LEED USGBC).
This approach helps to reduce the impact on human health and the environment. These
buildings are resource efficient, helps to consume less energy, water, and other natural
resources.
Environment benefits:
By adopting a green design, able to reduce our Energy per Index by 8.23% and
Water per capita by 40.62% even if our overall occupied square feet have increased by
11.13L Sq.ft.
By lighting for the entire floor with LED lamps, achieved a reduction of 30%
light power as compared to conventional T5/ CFL lamps.
76% of the materials for the building projects were locally resourced to reduce
our emissions and reduced dependency on virgin materials.
In all our projects, achieved Lighting Power Density reduction by more than 50%
by implementing total Lighting management system, wherein the lights are controlled
(switch ON & OFF, Dimming) based on Occupancy, Motion sensing. Time scheduling and Day
light harvesting.
More than 40% of materials by cost are recycled materials.
Further, LTIMindtree has designed to use water in a self-sustainable manner through
reducing, recycling & reusing strategies, usage of eco-friendly refrigerant in FIVAC
systems, BEE star-rated electrical and electronic equipments. Most of our facilities are
in the proximity of bus stop, metro stations, sub-urban railways encouraging employees to
use public transport.
Health Benefits:
The fresh air supply for all the project space has been designed to meet
ASFIRAE's requirement to enhance the indoor air quality.
LTIM uses low VOC paints and finishes to maintain indoor air quality.
All our workstations are ergonomically designed to improve workspace comfort.
Installation of C02 monitoring sensors on floors which is connected BMS and
monitored 24/7.
Isolated areas exposed to hazardous gases or chemicals - Printers, chemical
storage room and janitor room.
LTIM uses BIFMA certified furniture and CRI certified carpets.
In all our new facilities we have recreational areas or game zones which include
gym, reading lounge, table tennis, carrom, pool table, football etc. for occupant
well-being.
Sites included under green building certification during the financial year:
Bhubaneshwar - Certified platinum Green Campus by IGBC.
Kolkata Adventz Infinity - Certified platinum for Interior designs by USGBC.
Mumbai - Mensa campus - Certified Platinum Green building by USGBC.
Pune ICC - Certified platinum for Interior designs by IGBC.
QUALITY INITIATIVES
Client Centricity is the core of LTIMindtree's Quality Policy. LTIMindtree strives to
be the most client centric partner by delivering rich and meaningful experiences not only
to its clients but also to its client's customers. It endeavors to continuously improve
its services and solutions, with focus on agility and creativity by nurturing an
environment that promotes learning and growth.
This year, we recorded high client satisfaction with high response rates above industry
average. LTIMindtree received 62% responses, while Industry sees responses around 55-60%.
Our clients are delighted with LTIMindtree's customer centric approach. Our flexibility
& adaptability, customer first & partner mindset, leadership responsiveness are
appreciated by our clients. 1 in 3 Decision makers / Senior management levels see
LTIMindtree from the prism of a strategic / advisory partner, exceeding industry average
of 1 in 4 touchpoints.
The Client Satisfaction rate improved to 5.85 in FY24 from a previous 5.74 in FY23,
pointing to our sustained commitment to building long-term strong and strategic
partnerships with our clients. We enhanced our scores across the parameters of
satisfaction, loyalty, advocacy, and business value.
LTIMindtree's Quality Management Systems (QMS) portal is a single focal point for
processes, helps to bring in standardization, institutionalization, and industry best
practices/standards and frameworks.
The QMS is built on the concept of practitioner defined and refined where knowledge and
best practices are shared and published. Processes are developed based on industry trends,
different project types and different services that LTIMindtree caters to and make them
available as reference documents for projects to start work and also ensure that the
repository built, is the collection of best practices.
LTIMindtree's proprietary Capability Maturity Framework (LTIM-CMF) was deployed in
FY24 for the sixth consecutive year. It continued to instil a culture of self-discipline
combined with strong collaboration within and across units. Multiple CMF Insights and
Analytics are enabled through Power Bl dashboard for each parameter at every stratum in
the organization.
Prime benefits include increase in earnings via 77 innovation platforms (58 are new),
frameworks, governance and analytics tools, industrialization of existing Intellectual
Property & best practices, in 100+ unique engagements. Project management using High
Maturity (HM) practices also brought in significant savings. Other benefits included
productivity improvements in 68 accounts/ service lines and enrichment of the Central
Knowledge Repository (Knowledge Hub) with good practices, case studies & reusable
components from all units. LTIMindtree's Quality Management Systems (QMS) was strengthened
with 50+ QMS process enhancements, including estimations and baselines for new technology,
new processes, and enhancements for Data Science, Interactive and Low Code Platforms,
Oracle Hyperion/ EPM, SAP Azure/ AMS, DSaaS, Digital Engineering, Cloud & Infra
Practice.
Launched Process Simplification/ revalidation project to evaluate and simplify 209
processes by eliminating waste and adding measurable metrics driven approach. 110
processes and the corresponding references have been revised and 19 processed are
eliminated. The effectiveness of the revamped processes is measured via feedback and
audits, escalations etc.
The Project Management Platform is migrated to a unified integrated solution
(ServiceNow SPM /GRC) for improved user experience, enhanced productivity, better
compliance, easy reporting and scalability. 85+ existing challenges are resolved though
this exercise. The key features involve Simplified Project creation, Multiple lifecycle
handling, Automation of Metrics Action plan for all Lifecycles, Program Management Module
and Enhanced Audit Module.
MARS - Metrics Analysis and Reporting Suit has automated Metrics Action Plans for
support projects. It is specifically designed to transform how support projects manage and
analyze their performance data. This persona-based platform, eguipped with an integrated
workflow for review and approval, guarantees data integrity while streamlining the data
submission and analysis process. Key features of MARS are API integration, Effortless Data
Upload and Insightful Metrics and Analysis. Over 300 projects have benefited till date.
This has helped to reduce effort by more than 75%.
BGenie- LTIMindtree's proprietary Liferay based tool, is enhanced to introduce
automation of Monte Carlo Simulation and Sensitivity Analysis for support - Initial and
Current predictions module for these project objectives i.e., to improve or optimize
Resource Occupancy (RO), to reduce ticket backlog and to improve SLA compliance. Also,
option of multiple initial runs is enabled.
Governance is digitized by providing more than 35 KPIs in one view. Persona based views
help users to focus on pain areas. The analytics on organization risks have helped
business to avoid client escalations. The Analytics on client feedback has helped improve
client satisfaction. Support data analytics helps to get nudges and prescriptive analytics
on client ticket data, thereby enabling business to focus on specific improvements.
The Company's Escalation Risk Review (ERR) framework with escalation path right up to
the Chief Operating Officer (COO) was very effective in getting timely attention at the
appropriate level, thus arresting possible client escalations & ensuring a positive
client experience at every stage during the engagements. Enterprise Risk Review (ERR) at
the Chief Delivery Officer (CDO) Level: A new layer of governance has been introduced with
the Enterprise Risk Review (ERR) at the CDO level, preceding the COO level review. This
revision aims to address governance gaps and establish a fixed timeline for implementing
'go-green' plans for projects identified as critical or high-risk. This allows for a
focused discussion on technical interventions or other targeted measures to steer these
projects back on track.
With the introduction of Pursuit Assurance processes having the objective of enabling
Zero-Surprise delivery execution incorporating a robust de-risking pre-delivery execution
start approach and an improved baseline for a green start enabling a seamless transition
from Pursuit to Delivery. This process identified a total of >1200 risks and >80
suggestions thereby reducing downstream execution risks by >15%. Pursuit Assurance
consists of 3 stages:
DRE - Deal Risk Exposure (prior to Deal Solution Submission) - 178 Deals have
been covered of which 22 are won.
CRE - Contract Risk Exposure (Typically prior to SOW submission) - 35 pilots
completed including pre & post contract signatures.
GSR - Green Start Review (Post Deal WIN decision and Prior to Start of Delivery)
- 6 pilot deals completed (recent wins).
Enhancing our Transition framework and introducing enhanced governance has led to
establishing a robust assurance process that supports identification and mitigation of
risks that could impact BAU of support engagements.
LTIMindtree has successfully rolled out CAST, a software intelligence platform across
35+ accounts, to improve the structural guality of their software systems. The platform
has been used for faster application discovery, modernization, and migration to the cloud,
as well as for architecture blueprint creation, accelerating transition and knowledge
transfer, reducing technical debt, and monitoring application health indicators.
Additionally, CAST has been used for software composition analysis, which identifies
security vulnerabilities and license risks. LTIMindtree has a CAST COE (Center of
Excellence) that conducts webinars, knowledge management sessions, and CAST Day events to
evangelize the use of CAST products across the organization. The CAST COE team also
reaches out to accounts and projects to have 1:1 discussions, demos, and explore use cases
where CAST products can be used.
CAST assessment done at multiple leading insurance companies for moving to Cloud,
resulted in extra revenue of 38.8 Million USD besides 20% cost savings on the assessment
activities and shorter cycle time enabling faster go-to-market for the customers.
LTIMindtree has a Lean COE (Center of Excellence) that conducts webinars, knowledge
management sessions, and events to evangelize the use of Lean methodologies across the
organization. The Lean COE team reaches out to accounts and projects to have 1:1
discussions, demos, and explore use cases where Lean methodologies can be used. In one of
the recent Lean assessments at a leading travel management customer, the Lean COE helped
streamline the Invoice creation process (Smart Bill) resulting in the possibility of
reducing the overall TAT from current 11 days to 4 days i.e. a 63% improvement in cycle
time that leads to faster invoice creation and earlier revenue collection for the
customer.
In continuous effort to enhance operational efficiency and clarity across projects,
Obligation Management process is revamped to ensure 100% compliance to contractual
obligations with LTIM clients. The process is digitized through GenAI based tool to
identify, extract and monitor the obligations in Insight 360 platform. The validation and
verification are carried out involving the Legal team for MSA and all other relevant
support groups. 140 MSA and 1500 projects have started monitoring the obligations. Power
Bl - Dashboard for monitoring fidelity index with both Delivery and Functional views
enables the governance of the obligations.
AMS Centre of Excellence (AMS COE) has conceptualized and implemented Delivery Model
Assessment (DMA) as a new service offering. The framework helps the organization to
proactively identify the good practices and gaps or risks within an engagement / program.
DMA framework is designed based on industry best practices (ITIL 4, COBIT Governance and
QMS processes). It covers various aspects of engagement - Contract, Transition &
Transformation, Governance, Collaboration, Communication, Voice of Customer, Innovation
and Value Co-Creation. It is implemented across 4 large engagements. 69 Service
Improvement opportunities and 13 good practices have been identified.
Manual Error Control (MEC) program has been implemented by AMS CoE across 13 programs,
enabling proactive identification and mitigation of risks, thereby reducing risk of human
errors (including major incidents). Trainings were conducted for 250 team members on
manual error avoidance.
AMS-CoE team has digitalized the Delivery Model Assessment, ITSM assessments and Manual
Error Control framework.
The Simplify & Automate project aims at improving efficiency, accuracy, and speed
in project management operations, by automating manual project management activities for
Finance team and the PM/DM's. Recent automation has simplified T&M Resource timesheet
submission to client for Approval.
Knowledge Management is revolutionized by migrating to "Knowledge Flub" with
79 new features. 1,000+ Published artifacts are hosted in Knowledge Flub, engaging 10,000+
participants quarterly. Knowledge Flub has 2150+ artifacts approved & published with
76,000+ views. Knowledge sharing sessions by KM COE got doubled last 2 quarters, reaching
22,000 participants in Q4 FY24, across 35+ sessions. Knowledge Score is published
quarterly for each group basis the artifacts, sessions and KM practices assessed using
Knowledge Management Maturity (KMM) assessment model.
Spotlight on LTIMindtree Events:
? Celebrating Quality, Knowledge, and Partnerships: World Quality Week (WQW2023) in the
week of November 6, 2023 with central theme as "Quality - Realizing Your Competitive
Potential", engaging 500+ participant across glob.
? On November 22, 2023, our Bangalore location hosted CAST Day, generating over 30 new
leads for implementations.
? Knowledge Management Week 2023 in the week of December 4, 2023, including 13
collaborative sessions, experts' insights from 22 leaders in the society, engaging 5,000
participants across globe.
? External Partner (XP) Day (February 29, 2024) - focused on knowledge exchange with
our Top 5 External Partners, featuring sessions on techno-functional areas, products, and
services. Partners included IBM, Quip (SFDC), CAST, ServiceNow, and AWS. The event drew
participation from over 3,000 associates.
Certifications
At LTIMindtree, Delivery Excellence oversees internal and external audits,
certifications, and assessments.
In our ongoing commitment to excellence and continuous improvement, we have made
significant strides in audits and certifications. These developments reinforce our
dedication to maintaining the highest standards and position us as quality and risk
management leaders. Launched a comprehensive Audit Certification Program with four levels
i.e., L1 - Assessor, L2 - Domain Assessor, L3 - Lead Assessor, and L4 - Senior Assessor.
Ten workshops have been conducted, resulting in 146 associates being trained as peer
auditors.
We strive to conform to international standards and are proud to be certified with ISO
9001, ISO 27001, ISO 27701, ISO 14001, ISO 45001, ISO 20000-1, ISO 22301, and ISO 31000
for all our corporate offices across the globe, including India, the UK, Europe, South
Africa, Canada, and the USA.
? LTIMindtree has been appraised on CMMI 2.0 DEV & SVC for Level 5.
? LTIMindtree is assessed for SOC 1 & SOC 2 at Enterprise Level (84 controls for
SOC1 and 118 controls for SOC 2).
? LTIMindtree is assessed by TISAX, an industry-standard information security
assessment (ISA) in the European automotive industry, to ensure information security and
data protection controls.
? LTIMindtree isassessedfor PCI-DSS compliance, which provides assurance on security
controls for handling cardholder information.
? LTIMindtree KM COE assessment by CM Federation team got completed successfully,
during Dec'23.
LTIMindtree undergoes Cyber Essential and Cyber Essential Plus assessments for its UK
and Ireland operations. These certifications help LTIMindtree protect against common cyber
threats and demonstrate the Company's commitment to cybersecurity.
DIVIDEND
A. Dividend
During FY24, your Company paid an interim dividend of Rs. 20/- per equity share of face
value of Rs. 1/- each. Further, the Board of Directors has recommended a final dividend of
Rs. 45/- per equity share of face value of Rs. 1/- each. Accordingly, the total dividend
for FY24, including the recommended final dividend, if approved by the members at their
ensuing 28th Annual General Meeting (AGM), would amount to Rs. 65/- per equity share of
face value of Rs. 1/- each. The final dividend, if approved by the members, would be paid
within 10 days of AGM to those members whose name appears in the Register of Members as on
the Record Date.
The dividend payment is based on the parameters outlined in the Dividend Distribution
Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').
The said Policy is hosted on the website of the Company https://www.ltimindtree.com/wp-content/
uploads/2017/05/Dividend-Distribution-Policv.pdf Rs.pdf=download
B. Unclaimed Dividend
In accordance with the provisions of Section 125 of the Companies Act, 2013 ('the Act')
read the with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('IEPF Rules'), following dividends declared by the
Company & erstwhile Mindtree Limited (Mindtree) and remaining unclaimed for seven
years will be transferred to the Investor Education and Protection Fund (IEPF) during
FY25:
Date of declaration |
Last date for claiming unpaid dividend |
Dividend Declared by |
March 27, 2017 |
May 2, 2024 |
Mindtree |
July 18, 2017 |
August 23, 2024 |
Mindtree |
August 24, 2017 |
September 28, 2024 |
LTIMindtree |
October 25, 2017 |
November 30, 2024 |
Mindtree |
November 06, 2017 |
December 12, 2024 |
LTIMindtree |
January 17, 2018 |
February 22, 2025 |
Mindtree |
Further, shares in the folios/demat accounts in which dividend(s) have remained
unclaimed for seven consecutive years will also be transferred to IEPF.
Members are requested to claim dividend(s) which have remained unclaimed, by sending a
request to the Company at e-mail ID lnvestor@ltimindtree.com or to the Company's
Registrar and Share Transfer Agent (RTA) at e-mail rnt.helpdesk@linkintime. co.in
or to their postal address C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083,
Maharashtra, India.
During the year under review, the Company transferred dividend amounting to Rs.
4,144,553/- which remained unclaimed for a period of seven years to IEPF in accordance
with the provisions of the Act. Details of the unclaimed dividend are uploaded on the
Company's website https://www.ltimindtree.com/investors/dividend/
Pursuant to the applicable provisions of the Act, read with the IEPF Rules, the Company
has so far transferred 83,361 equity shares to IEPF on which dividend has not been claimed
for seven consecutive years of which 26 shares have been retrieved from the IEPF. The
shareholders may claim their respective shares transferred to IEPF by making an
application as per the procedure outlined under Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
DETAILS OF UNCLAIMED SHARES
In terms of the requirements under Regulation 39 of the SEBI Listing Regulations,
details of unclaimed shares held in demat accounts titled as 'Demat Suspense Account' and
'Escrow Demat Account' forms part of Annexure A to this report.
CHANGES IN SHARE CAPITAL
During the year under review, 96,132 equity shares of Rs. 1/- each of the Company were
allotted on exercise of the vested stock options by the eligible employees under
'LTIMindtree Limited Employee Stock Option Scheme 2015' and 7,410 equity shares of face
value of Rs. 1/- at an exercise price of Rs. 10/- each of the Company were allotted to
eligible employees under 'LTIMindtree Employee Restricted Stock Purchase Plan 2012
(ESPS/ERSP 2012).
Further 237,048 equity shares of face value of Rs. 1/- of the Company were allotted to
LTIMindtree Employee Welfare Trust under 'LTIMindtree Employees Stock Option Plan 2021'
and 'LTIMindtree Employee Stock Option Scheme 2015'.
Accordingly, the paid-up equity share capital of the Company increased from Rs. 295.82
Million as at March 31, 2023, to Rs. 296.16 Million as at March 31, 2024.
CAPITAL EXPENDITURE
As at March 31, 2024, on consolidated basis, the gross fixed and intangible assets
stood at Rs. 54,783 Million (previous year Rs. 44,473 Million), out of which assets
amounting to Rs. 11,791 Million (previous year Rs. 4,953 Million) were added during the
year. The net fixed and intangible assets stood at Rs. 18,868 Million (previous year Rs.
12,360 Million).
As at March 31, 2024, on standalone basis, gross fixed and intangible assets stood at
Rs. 45,621 Million (previous year Rs. 35,639 Million), out of which assets amounting to
Rs. 11,619 Million (previous year Rs. 4,747 Million) were added during the year. The net
fixed and intangible assets stood at Rs. 17,711 Million (previous year Rs. 10,958
Million).
LIQUIDITY
Your Company maintains sufficient cash to meet its operations and strategic objectives.
Cash and investments (net of short-term borrowings) have increased from Rs. 73,967 Million
as at March 31, 2023 to Rs. 93,441 Million as at March 31, 2024.
CREDIT RATING
During the year, the Company has been rated by CRISIL and India Ratings & Research,
credit rating agencies for its banking facilities. Both rating agencies have issued
long-term issuer rating with AAA/Stable and short-term facilities with A1+. These ratings
reflect your Company's continued strong parentage, credit profile, liquidity position,
strong corporate governance practices, financial flexibility and conservative financial
policies.
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
As part of Company's rationalisation program after merger of Mindtree, the subsidiaries
were reduced to 21 as against 26 in the
previous year.
Further, the Company does not have any material subsidiary. The changes in subsidiaries
during the year are as follows:
A. Amalgamation
During the year, three Indian wholly-owned subsidiaries namely Lymbyc Solutions Private
Limited, Powerupcloud Technologies Private Limited and Cuelogic Technologies Private
Limited were merged with the Company w.e.f July 11, 2023.
B. Liquidation
Following subsidiaries were liquidated during the year:
i. Cuelogic Technologies Inc w.e.f April 26, 2023
ii. Mindtree Software (Shanghai) Co. Ltd w.e.f August 26, 2023
C. Shareholder's Agreement between the Company and Global Digital Integrated Solutions
Company to form a Joint Venture
During the year under review, the Company has executed a Shareholder's Agreement with
Global Digital Integrated Solutions Company (Global Digital), a wholly-owned subsidiary of
Saudi Arabian Oil Company (Saudi Aramco) for setting up a Joint Venture in the Kingdom of
Saudi Arabia to accelerate digital transformation and new next generation technology
adoption in government and private sector enterprises in the Kingdom and the MENA region.
Once the joint venture company is incorporated, The Company will hold 51% of the share
capital in the joint venture company and Global Digital will hold 49% of the share capital
in the joint venture company.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements of the subsidiary companies in Form AOC-1 are
provided in Annexure B to this Integrated Annual Report. The statement provides
details of performance and financial position of each of the subsidiary.
In line with the requirements of Regulation 16(1 )(c) of the SEBI Listing Regulations,
the Company has a policy on identification of material subsidiaries, which is available on
the Company's website, https://www.ltimindtree.com/wp-content/uploads/2018/11/
Matenal-Subsidiarv-Policv.pdf.
Pursuant to the requirements 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 https://www.ltimmdtree.com/
investors/annual-reports/
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED
Details of investments made and/or loans or guarantees given and/or security provided,
if any, are given in the notes to the Standalone and Consolidated financial statements
which form part of the Integrated Annual Report.
RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions were in the ordinary
course of business of the Company and on arm's length terms. During FY24, Audit Committee
has reviewed on quarterly basis, the related party transactions of the Company vis- a-vis
the omnibus approval(s) accorded by Audit Committee. Further, the members at the 27th AGM,
approved for entering into material related party transactions upto Rs. 2,000 Crore with
Larsen & Toubro Limited, Holding Company. The aforementioned approval is valid till
the date of 28th AGM, and a similar approval is proposed in the Notice convening the 28th
AGM.
There was no material related party transaction, involving payment made to related
party with respect to brand usage/royalty, requiring approval of the shareholders during
FY24. Furthermore, there was no contract/arrangement with related parties referred to in
sub- section (1) of Section 188 of the Act, which required Board's approval.
Related party transactions during FY24 are in compliance with the Act, the SEBI Listing
Regulations and are disclosed in the notes to the financial statements which form part of
this Integrated Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this Report.
TRANSFER TO GENERAL RESERVES
During the year, the Company has not transferred any amount to General Reserves.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo is given in Annexure C to this Report.
RISK MANAGEMENT
The Company has formulated a risk management policy and put in place a mechanism to
apprise the Board on risk assessment, minimization procedures and periodic review to
ensure that executive management controls risk by means of a properly designed framework.
A detailed note is given in the Risk Management section forming part of the Integrated
Annual Report.
CYBER SECURITY
At LTIMindtree, information security is of paramount importance. In the endeavour to
maintain a robust cyber security posture, your Company has remained abreast of emerging
cyber security events globally, so as to achieve higher compliance and continuity.
State-of-the-art and Artificial Intelligence enabled cyber security solutions have been
deployed to detect and prevent malicious attempts, and partnerships with leading cyber
security providers are in place for adequate service and support. While employees
functioned effectively as a remote and hybrid workforce, the Company continued to remain
vigilant in the face of changing cyber security threats. Your Company continues to be
certified against the Information Security Management System (ISMS) Standard ISO
27001:2013 and Privacy Information Management Systems (PIMS) Standard ISO27701. In
addition, the Company has been attested in SSAE18 SOC1 and SOC2 by an Independent audit
firm.
CORPORATE SUSTAINABILITY
At LTIMindtree, sustainability is more than just a set of practices, a driving force
behind every decision we make to contribute to a better future for the planet, society,
and future generations. It is about creating an organization that is not only
environmentally mindful, but also socially responsible and ethically motivated.
Our dedication to ESG principles is evident from action to transformation, at the core
of which is our ESG Vision. LTIMindtree has made significant strides in multiple facets of
corporate sustainability, embodying a holistic approach to environmental stewardship,
fostering inclusivity and diversity, employee engagement, social responsibility, and
ethical governance. Furthermore, LTIMindtree upholds the highest ethical standards in
corporate governance, exemplified by the diversification of its board and a steadfast
commitment to compliance, integrity, and transparency.
LTIMindtree takes a multi-pronged approach to corporate sustainability employing
numerous frameworks aligned with the Ten principles of the United NationsGlobal Compact
(UNGC), Sustainable Development Goals (SDGs), National Guidelines on Responsible Business
Conduct (NGRBC), Global Reporting Initiative (GRI), and other Environmental, Social, and
Governance (ESG) components. We are committed to nature conservation and are among few
global corporates as 'Early Adopter' to have aligned our disclosures with Taskforce on
Nature-related Financial Disclosures (TNFD) standards, as outlined in our FY 2023-24
Sustainability Report.
Concurrently, LTIMindtree's dedication to corporate sustainability has cemented its
reputation with multiple accolades (refer Awards & Recognitions para herein) in the
ESG arena for our mature performance at all levels of the organization and its value
chain.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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 are provided in the
Annual Report on CSR Activities for FY24, forming part of the Report as Annexure D.
The CSR Policy and CSR Annual Action Plan for FY24 are available on the Company's
website, www.ltimindtree.com/social- responsibilitv/
The Chief Financial Officer has certified that the funds disbursed for CSR related
activities have been utilized for the purpose and in the manner approved by the Board of
Directors for FY24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Appointments
a. Ms. Angna Arora was appointed as Compliance Officer w.e.f. November 28, 2023 and
elevated to the position of Company Secretary and Compliance Officer w.e.f. December 11,
2023.
b. Mr. Vipul Chandra was appointed as Chief Financial Officer w.e.f. April 25, 2024.
Cessations
a. Mr. Rajnish Kumar resigned as Independent Director, w.e.f. close of business hours
on July 17, 2023.
b. Mr. Tridib Barat resigned as Company Secretary and Compliance Officer w.e.f. close
of business hours on August 31, 2023.
c. Mr. Vinit Teredesai has resigned as Chief Financial Officer and effective date of
resignation is from the close of business hours on April 24, 2024.
The Board places on record its appreciation for the services rendered by Mr. Rajnish
Kumar during his tenure as Director, Mr. Tridib Barat during his tenure as Company
Secretary and Compliance Officer and Mr. Vinit Teredesai during his tenure as Chief
Financial Officer.
Re-appointment of Directors
Mr. S.N. Subrahmanyan (DIN: 02255382) and Mr. R. Shankar Raman (DIN: 00019798),
Directors, retire by rotation, and being eligible, have offered themselves for
re-appointment at the 28th AGM.
The Board pursuant to recommendation of Nomination and Remuneration Committee has
approved re-appointment of Mr. Nachiket Deshpande (DIN: 08385028), as a Whole-time
Director for a period of five years effective from May 2, 2024 till May 1, 2029.
The Notice convening the 28th AGM includes the above-mentioned proposal for
re-appointments.
The disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of
Company Secretaries of India form part of the Notice convening the 28th AGM.
Further, as approved by Members at their 27th Annual General Meeting held on July 17,
2023, Mr. A.M. Naik, Founder Chairman shall demit office from the conclusion of the 28th
Annual General Meeting. The Board of Directors and the management place on record their
deep gratitude for Mr. Naik's extra-ordinary vision, which helped the Company grow by the
ranks within a short period, and also for his immaculate journey with the Company.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report is annexed as Annexure E to this Report.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 7 (seven) times during the year under review. Details of
these Board meetings are provided in the Corporate Governance Report which is Annexure
E to this Report. The gap between two board meetings was within the time prescribed
under the Act and the SEBI Listing Regulations.
During FY24, Independent Directors had their separate meeting on April 20, 2023 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.
BOARD COMMITTEES
In terms of the requirements of the SEBI Listing Regulations, the Board has constituted
Audit Committee, Stakeholders' Relationship Committee, Nomination & Remuneration
Committee, Corporate Social Responsibility Committee and Risk Management Committee. The
Board has also constituted Strategic Investment Committee. Details of each of these
committees outlining their composition, terms of reference and meetings held during FY24,
are outlined in the Corporate Governance Report forming part of this Report as Annexure
E.
During FY24, recommendations made by the Committees to the Board of Directors were
accepted by the Board, after due deliberations.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Policy ('NRC Policy') is in place laying down the role
of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications,
term/tenure etc. of Executive Directors & Independent Directors, annual performance
evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key
Managerial Personnel & Senior Management, and criteria to determine qualifications,
positive attributes & independence of Director.
The NRC policy is available on the Company's website at https://www.ltimindtree.com/wp-content/uploads/2019/05/LTI-Final
NRC- Policv.pdf Rs.pdf=download
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of independence from all the Independent Directors
as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing
Regulations, confirming that they meet the criteria of independence, which has been duly
assessed by the Board as part of their annual performance evaluation. Further, in terms of
Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also
confirmed that they are not aware of any circumstances or situations, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective Independent judgement and without any external influence.
The Independent Directors have confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
ANNUAL RETURN
The annual return for FY24 is available on the Company's website, https://www.ltimindtree.com/investors/annual-reports/
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an Internal Control System in accordance with Section 134(5)(e) of the
Act, commensurate with the size, scale and complexity of its operations. The Audit
Committee comprising of professionally qualified Directors, interacts with the statutory
auditor, internal auditors and the management in dealing with matters within its terms of
reference.
The Company has a proper and adequate system of internal controls. These controls
ensure transactions are authorized, recorded and reported correctly and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of
internal financial controls within the meaning of the Act. An extensive program of
internal audits and management reviews supplement the process of internal financial
control framework. Documented policies, guidelines and procedures are in place for
effective management of internal financial controls.
The internal financial control framework design ensures that financial and other
records are reliable for preparing financial and other statements. In addition, the
Company has identified and documented the key risks and controls for each process that has
a relationship to the financial operations and reporting. At regular intervals, internal
teams test the identified key controls. The Internal auditors also perform an Independent
check of effectiveness of key controls in identified areas of internal financial control
reporting. The Statutory Auditors' Report include a report on the internal financial
controls over financial reporting.
In order to maintain objectivity and independence, Internal Auditor reports to the
Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and
authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control systems in the Company, its compliance with the operating
systems, accounting procedures and policies at all locations of the Company and its
subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and necessary corrective actions are presented to the Audit Committee.
The Audit Committee and the Board are of the opinion that the Company has sound
Internal Financial Control commensurate with the nature and size of its business
operations and are operating effectively, and no material weakness exists during FY24.
COMPLIANCE MONITORING SYSTEM
At LTIMindtree, ensuring regulatory compliance is of utmost importance. Your Company
has put in place a compliance management framework that outlines the Company's philosophy
towards compliance culture, understanding compliance changes, coverage, approach,
responsibilities, risk matrix and trainings.
The Company believes that a good framework is essential to track statutory compliance
for the successful conduct of business operations and high standards of corporate
governance. The Company has further enhanced the mechanism to monitor compliances by
setting up the Compliance Committee for governance and monitoring of the compliance
obligations globally to review performance and remediation plans on an ongoing basis. The
Global compliance update is presented to the Audit Committee on a quarterly basis.
Review of key compliances/ regulations are covered as part of internal audit scope
every year and Corporate Compliance Team also carries out compliance tool audit and acts
as second line of defense to strengthen regulatory compliance risk management. The Company
maintains lists of applicable laws and compliance checklist(s) for regulations across
multiple jurisdictions applicable to branches and subsidiaries, that are monitored and
tracked through the in-house compliance tool. Training is provided to various stakeholders
on introduction of new provisions and amendment to existing provisions of the Regulations.
The Company engages external consultants to review and provide compliance checklist(s)
for new locations and update the compliance checklist(s) for existing locations. In the
compliance tool the compliance tasks are mapped to process owners who submit the tasks
with supporting evidence. Identified key stakeholders across functions ensure and confirm
compliance with the provisions of all applicable laws.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure;
ii. 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 and of the profit of the Company for the
year ended March 31, 2024;
iii. 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;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. 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
effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS
The annual evaluation of the performance of the Board for FY24 was carried out with the
help of an external agency with due compliance of the provisions of the Act and Regulation
17(10) of the SEBI Listing Regulations. Online evaluation of the Board, Board Committees,
Chairman and individual Directors was carried out through structured online questionnaire
in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also
covered specific criteria and the grounds on which all Directors in their individual
capacity were evaluated including fulfillment of the independence criteria for Independent
Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.
The evaluation of the performance of the Board, its Committees, Chairman &
Directors and suggestion emanating out of the performance evaluation exercise were
reviewed by the Independent Directors at their separate meeting held on April 16, 2024 and
Nomination & Remuneration Committee & Board of Directors at their respective
meetings held on April 24, 2024. The Board evaluation outcome showcasing the strengths of
the Board and areas of improvement in the processes and related issues for enhancing Board
effectiveness were discussed by the Nomination & Remuneration Committee & Board.
Overall, the Board expressed its satisfaction on the performance evaluation process as
well as performance of all Directors, Committees and Board as a whole.
Individual members of the Board were evaluated against the
skills/expertise/competencies identified and approved by the Board of Directors as are
required in the context of Company's business which, inter-alia, include
competence/expertise in areas of:
Strategy and Planning
Governance, Risk Management and Compliance
Finance, Accounts & Audit
Global Experience / International Exposure
Contributor and Collaborator
Information Technology
Client Engagement
Stakeholders Engagement and Industry Advocacy.
The evaluation indicates that the Board of Directors has an optimal mix of
skills/expertise to function effectively. The mapping of board skills/expertise vis-3-vis
individual Directors is outlined in the Report on Corporate Governance Report which is
attached as Annexure E to this Report.
DISCLOSURE OF REMUNERATION
The information under Section 197(12) of the Act and Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure
F to this Report.
Details of employees' remuneration under Rule 5(2) & 5(3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure
G to this Report. In terms of the second proviso to Section 136(1) of the Act and the
rules made thereunder, the Board's Report is being sent to the members without the
aforesaid Annexure. Members who are interested in obtaining copy of the same may send an
email at lnvestor@ltimindtree.com.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors state that the Company has complied with the 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).
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to creating a safe and healthy work environment, where every
employee is treated with respect and can work without fear of discrimination, prejudice,
gender bias or any form of harassment at the workplace. The Company has in place a
Prevention of Sexual Harassment (POSH) Policy which meets the reguirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. In addition, the POSH Policy is gender neutral. The POSH Policy is
available on the Company's website under Corporate Governance section and also on
Company's intranet Portal for employees- ULTIMA. The essence of the policy is communicated
to all employees at regular intervals through assimilation and awareness programs. The
Company has set up Internal Committee (IC), both at the corporate office and at every
location where it operates in India. The constitution of the IC at each location is in
accordance with the POSH Act and includes a senior woman employee as Presiding Officer and
at least one external member. Following are some of the initiatives in place to train the
employees, extended support staff and the Internal Committees (IC) on POSH:
1. Each employee is reguired to undergo a mandatory e-learning module on 'Prevention of
Sexual Harassment at Workplace'.
2. Training is also extended to extended support staff covering housekeeping, security
and cab drivers in their regional language.
3. IC Members are imparted relevant training by an external agency during guarterly
meetings of the IC.
4. Quarterly awareness mailers are sent across to all employees capturing every essence
of the POSH Policy.
5. All employees globally are encouraged to raise a complaint in case of sexual
harassment by either writing to the POSH ID - posh@ltimindtree.com or registering
on POSH tool on the Company's intranet portal - Ultima.
6. Penal consequences of sexual harassment and constitution of the IC are displayed on
the notice boards at all LTIMindtree offices.
During FY24, the Company received twelve new complaints of sexual harassment in India.
Ten of these complaints along with one complaint of FY23 pending as on March 31, 2023,
have been resolved with appropriate action, with two complaints pending at the end of
FY24.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ('BRSR')
Pursuant to Regulation 34 of the SEBI Listing Regulations, 'Business Responsibility and
Sustainability Report' along with Reasonable Assurance Report on BRSR Core forms part of
this Integrated Annual Report. The report outlines the initiatives taken by the Company
from the environmental, social and governance perspective.
INTEGRATED REPORTING
In the endeavour to enhance the quality of disclosures, an Integrated Report ('IR')
encompassing financial and non-financial information forms part of the Integrated Annual
Report.
LTIMindtree was one of the early adopters of IR in the IT industry. Our IR is set out
in accordance with the integrated reporting framework outlined by International Integrated
Reporting Council and SEBI's circular on Integrated Reporting. Our IR has integrated
thinking embedded in our strategic framework and our integrated business model defines our
ability to create long-term value (outputs and outcomes) out of the capitals available to
us (input) with value-accretive activities operating under the strong- governance
framework. Our IR aids all the key stakeholders to get a holistic and long-term view of
the Company's strategic focus areas, future outlook and value creation which revolves
around the six capitals-Financial, Manufactured, Intellectual, Human, Social &
Relationship and Natural.
EMPLOYEE STOCK OPTION SCHEMES
During the year, your Company had 'LTIMindtree Employee Stock Option Scheme 2015',
'LTIMindtree Employees Stock Option Plan 2021' and 'LTIMindtree Employee Restricted Stock
Purchase Plan 2012' (ERSP/ESPS 2012) (collectively 'ESOP Schemes') in place of which
ERSP/ESPS 2012 has expired and further, the LTIMindtree Employee Stock Option Scheme 2015
was amended to include provisions for administration of its activities (from Direct to
Trust route) through LTIMindtree Employee Welfare Trust.
The ESOP Schemes are in compliance with the Act and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP
Schemes as required under the abovementioned SEBI Regulations are available on the
Company's website, https://www.ltimindtree.com/investors/annual-reports/
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with
the Act and abovementioned SEBI Regulations is given in Annexure H to this Report.
CEO & CFO CERTIFICATE
In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations,
certificate of Chief Executive Officer & Managing Director and Chief Financial Officer
in relation to the Financial Statements for the year ended March 31, 2024, is given in Annexure
-1 to the Corporate Governance Report.
WHISTLEBLOWER MECHANISM
LTIMindtree Whistleblower Policy ('WB Policy') meets the requirement of the vigil
mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing
Regulations. WB Policy is available on the Company's website under Corporate Governance
section. WB Policy aims to provide an appropriate platform and protection to all
stakeholders to make protected disclosure via email, hotline, intranet portal or by post,
of any actual or suspected incidents of unethical practices, violation of applicable laws
and regulations including without limitation of the Integrity Policy, Employee Code of
Conduct, Supplier Code of Conduct, Securities Dealing Code, Code of Practices and
Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure
Code).
WB Policy also provides for adequate safeguards against retaliation and victimization
of the whistleblower. The investigation of complaints is carried out confidentially,
impartially, timely and appropriate action initiated to ensure that requisite standards of
integrity, professional and ethical conduct are maintained. All employees and Directors
have access to Chairperson of the Audit Committee for any reporting. The Audit Committee
reviews on a quarterly basis the status of the complaints received and actions taken.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no significant and material orders passed by
regulators, courts or tribunals impacting the going concern status and the Company's
operations in future.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements pursuant to Section 129(3) of the Act prepared in
accordance with the Accounting Standards prescribed by the ICAI, forms part of this
Integrated Annual Report.
AUDITORS
A. STATUTORY AUDITOR
M/s. Deloitte Haskins & Sells Chartered Accountants LLP [ICAI Registration No.
117364W/W100739] were appointed as Statutory Auditor of the Company by the members at
their 26th AGM, for a period of 5 years from conclusion of the 26th AGM till conclusion of
the 31st AGM.
The reports issued by the Statutory Auditor on the standalone and consolidated
financial statements of the Company for the year ended March 31, 2024 do not contain any
qualification, observation or comment or remark(s) which have adverse effect on the
functioning of the Company and therefore, do not call for any comments from Directors.
Further, the Statutory Auditor has not reported any fraud as specified under Section
143(12) of the Act.
B. SECRETARIAL AUDITOR
The Secretarial Audit Report issued by M/s. Alwyn Jay & Co., Practising Company
Secretaries is annexed as Annexure I to this Report. The Secretarial Auditor's
Report to the members does not contain any qualification or reservation which has any
material adverse effect on the functioning of the Company.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under Section
148 of the Act are not applicable to the business activities carried out by the Company.
OTHER DISCLOSURES
I. Remuneration received by Whole-time Director from subsidiary company: During the
year under review, no Whole-time Director received remuneration from any of the
subsidiary(ies) of the Company.
II. During the year, no corporate insolvency resolution process was initiated under the
Insolvency and Bankruptcy Code, 2016, either by or against the Company, before NCLT or
other court(s).
AWARDS AND RECOGNITIONS
1. Named as a Global Future 50 company by Fortune magazine.
2. Recognized as the Fastest Growing Indian IT brand in 2023 by Brand Finance.
3. Enters the NIFTY 50 Index.
4. Recognized as a Great Place to Work in the US, France, Poland & Denmark
and Top Employer award 2023 for UK.
5. Awarded the prestigious NASSCOM Spotlight Award for Best-in-Class R&D
Organization!
6. Received the "Global Partner of the Year award" for Sustainability at AWS
reinvent.
7. Recognized by India Workplace Equality Index (IWEI) in the silver category for its
efforts towards LGBTQ+ (Lesbian, Gay, Bi, Trans, Queer/Questioning) inclusion.
8. Wins Golden Peacock Award for Sustainability in 2023.
9. Honored with "Partner on Boomi Award" at the Boomi World Tour.
10. LTIMindtree has made it to the Carbon Disclosure Project (CDP) Global Leaderboard
for the fourth consecutive year by scoring an "A-" in the 2023 Climate Change
Ranking.
11. Awarded First Runner-Up for Disability Confidence & Inclusion, Second Runner-Up
for LGBTQIA+ Inclusion, and First Runner-Up for DEI Champion at the Bombay Chambers DEI
Awards.
12. Wins the 2023 Outstanding Value Award from Honda.
13. Earns New Pega Partners Global Elite Partner Distinction.
14. LTIMindtree's Infinity DevOps Platform Secures "Product of the Year in
DevSecOps" at DevOps India Summit 2023.
15. LTIMindtree wins "Data Solution of The Year for Retail" award by Data
Breakthrough
16. LTIMindtree's Canvas Named Winner in the 2023 Artificial Intelligence Excellence
Awards.
17. LTIMindtree receives Top Honors for Sustainable Reporting Practices at the ICAI
Sustainability Reporting Awards 2023.
OTHER MATTERS
Inspection was carried out at erstwhile Mindtree Limited by the office of Regional
Director (South Eastern Region), Ministry of Corporate Affairs under Section 206 of the
Act during the financial year 2019-20. Show cause/adjudication notice(s) were issued to
Mindtree by the Registrar of Companies, Karnataka (RoC) during the financial year 2022-23
(prior to merger) pertaining to alleged violation of Sections 149(9), Sections 230-232
read with Section 234, Section 134 and Section 143 of the Act. Mindtree had filed
application(s) for compounding of the alleged violations and are pending for
hearing/disposal.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to the customers, vendors,
investors, banks, financial & academic institutions, regulatory authorities, stock
exchanges and all other stakeholders for their continued co-operation and support.
Your Directors also acknowledge the support and co-operation from the Government of
India, state governments and overseas government(s), their agencies and other regulatory
authorities.
Your Directors also appreciate the commendable efforts, teamwork and professionalism of
the employees of the Company.
|
For and on behalf of the Board |
|
|
Debashls Chatterjee |
Nachiket Deshpande |
Place: Mumbai |
Chief Executive Officer & Managing Director |
Chief Operating Officer & Whole-time Director |
Date: April 24, 2024 |
(DIN: 00823966) |
(DIN: 08385028) |
|