Share Wealth

Year End :2025-03

Your Directors have pleasure in presenting the 80^th Integrated Annual Report and Audited Financial Statements of Larsen & Toubro Limited for the year ended March 31, 2025.

FINANCIAL RESULTS:

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

PERFORMANCE OF THE COMPANY:

The total income, on standalone basis, for the financial year under review is ^ 148,178.22 crore as against ^ 131,563.06 crore for the previous financial year, registering an increase of 12.63%. The Profit before exceptional items and tax is ^ 13,098.98 crore for the financial year under review as against ^ 10,899.98 crore for the previous financial year. The profit after tax is ^ 10,870.72 crore for the financial year under review as against ^ 9,331.41 crore for the previous financial year, registering an increase of 16.50%.

DIVIDEND:

The Board recommends a final dividend of ^ 34 per equity share of ^ 2/- each on the share capital aggregating to ^ 4,676 crore, with a payout ratio of 43.01%. The dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record date fixed for this purpose.

The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved

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

CAPITAL AND FINANCE:

During FY 2024-25, the Company allotted 5,23,546 equity shares of ^ 2/- each upon exercise of vested stock options by the eligible employees under the Employee Stock Option Schemes.

During FY 2024-25, the Company repaid Non-convertible Debentures amounting to ^ 4,950 crore as per the repayment schedule.

The Company has issued and allotted on a private placement basis, Unsecured, Rated, Listed, Redeemable, Non-convertible Debentures (NCDs) aggregating ^ 5,500 crore during FY 2024-25. These NCDs are listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited. The funds raised through issuance of NCDs were utilized as per the objects stated in the General Information Document/ Key Information Document of the respective NCDs. The Company has been regular in making payments of principal and interest on the NCDs.

The Company raised ? 25,385 crore by issue of Commercial Papers during FY 2024-25. As on March 31, 2025, the outstanding Commercial Papers is ? 1,500 crore. The Commercial Papers are listed on the Wholesale Debt Market segment of BSE Limited.

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

The Company's borrowing programs have received the highest credit ratings from CRISIL Ratings Limited, ICRA Limited, India Ratings and Research Private Limited. The Company has also received ratings from global rating agencies viz. S&P Global Ratings and Fitch Ratings. The details of the same are given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report and is also available on the website at https://investors. larsentoubro.com/upload/ListingCompliance/06.%20 Credit%20Rating.pdf

CAPITAL EXPENDITURE:

As at March 31, 2025, the gross value of property, plant and equipment, investment property and other intangible assets, including leased assets, are ? 23,579.79 crore and the net value of property, plant and equipment, investment property and other intangible assets, including leased assets, are ? 12,393.07 crore. Capital Expenditure during FY 2024-25 is ? 2,725.01 crore.

DEPOSITS:

During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. The requisite return for FY 2023-24 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

A statement containing salient features of the financial statements of subsidiary / associate/ joint venture companies and their contribution to the overall performance of the Company is furnished on page 723 to 733 of this Integrated Annual Report.

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is hosted on the Company's website at https://www.larsentoubro.

com/corporate/about-lt-group/corporate-policies/. There is no material unlisted subsidiary of the Company.

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

A) Shares subscribed/ acquired during the year:
Name of the Company	Type of Shares	No. of shares	Value of Investment (? Crore)
L&T	Equity	18,59,80,000	185.98
Semiconductor Technologies Limited	Preference	2,62,00,000	131.00
L&T Energy Green Tech Limited		19,40,00,000	194.00
L&T Finance Limited (formerly L&T Finance Holdings Limited)	Equity	1,33,00,000	227.37
L&T Network Services Private Limited	J	90,00,000	9.00
L&T Special		147,31,60,000	Refer Note 1
Steels and Heavy Forgings Private Limited	Preference	166,92,00,000	Refer Note 1
Business Park (Powai) Private Limited		18,59,80,000	185.98
Corporate Park (Powai) Private Limited	Equity	19,82,76,000 V	198.28
E2E Networks Limited		f 29,79,579	1,079.27 (Refer Note 2)
Indian Foundation for Quality Management		1,25,00,000	12.50
Total Investment			2,223.38

Note 1 - During the year, with a view to undertake incremental investments to augment the breadth of offerings of L&T Special Steels and Heavy Forgings Private Limited (LTSSHF), your Company acquired equity and preference shares held by Nuclear Power Corporation of India Limited (NPCIL) and 100% of the secured loan interest in LTSSHF held by NPCIL for a total consideration of ? 170 crore and

terminated the joint venture agreement with NPCIL. LTSSHF is presently a wholly owned subsidiary of the Company.

Note 2 - During the year, your Company announced a strategic partnership with E2E Networks (listed on NSE), an 'Indian Cloud and AI Cloud' provider to augment its datacenter solutions. The Company acquired 15% of capital and invested ? 1,079.27 crore. The Company has acquired a further 1.1% stake in April 2025 and will acquire the remaining equity in due course. The partnership enables your Company to collaborate with E2E Networks to offer clients seamless, scalable and secure cloud experiences. By combining the Company's capabilities, your Company is poised to deliver a cloud ecosystem designed for businesses in India that want to drive growth, optimise costs and unlock the full potential of AI and digital transformation.

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

Scheme of Amalgamation of L&T Energy Hydrocarbon Engineering Limited (LTEHE) and L&T Offshore Private Limited (LTOPL) with Larsen & Toubro Limited (“THE SCHEME"):

In order to improve the synergies and optimize administrative and operating costs, the Board of Directors of the Company in its meeting held on January 30, 2024, approved merger of LTEHE and LTOPL with the Company. During the year, the Scheme was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench and Chennai Bench, and is effective March 1, 2025. The appointed date of the scheme was April 1, 2024. Further to the merger,

LTEHE and LTOPL cease to be the wholly owned subsidiary of the Company.

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Board attaches highest importance to governance and stakeholders' confidence and trust. In line with the same and to provide governance over transactions which could

involve a potential conflict of interest, the Company has a defined Related Party Transactions Policy and guidelines and the Audit Committee of the Board periodically reviews and monitors the Related Party Transactions. All related party transactions entered into during FY 2024-25 were in the ordinary course of business and at arm's length. The Audit Committee has approved the related party transactions for FY 2024-25 and also approved the estimated related party transactions for FY 2025-26, as required under the law. There were no Related Party Transactions that have any conflict of interest.

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

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following material related party transactions are placed before the members for approval at the ensuing Annual General Meeting (AGM), by means of ordinary resolutions. These transactions are proposed to be entered at arm's length basis and are in ordinary course of business.

S. no.	Name of the related party	Nature of transactions	Amount for which approval is sought (t Crore)
1.	Larsen Toubro Arabia LLC	Providing Parent Company Guarantees (PCGs) and sale & purchase of goods	12,600
2.	L&T Metro Rail (Hyderabad) Limited	Providing PCGs and receiving guarantee income and availing lease facilities	11,000
3.	LTIMindtree Limited	• Sale, purchase, lease or supply of goods,	1,500
4.	L&T Technology Services Limited	assets or property or equipment;	3,000
5.	L&T Modular Fabrication Yard LLC	• Availing or rendering of services; • Transfer or exchange of any resources/ services or obligation to meet the Company's business objectives/ requirements.	5,500
6.	Apollo Hospitals Enterprise Limited	Construction of Hospitals & availment of medical and health services	2,400
	Total		36,000

The Board recommends the above material related party transactions for approval of members by means of ordinary resolutions.

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

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

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

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

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

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Adil Zainulbhai ceased to be the Independent Director of the Company upon successful completion of his tenure on May 28, 2024. Mr. Hemant Bhargava resigned as a Director of the Company with effect from May 27, 2024, pursuant to withdrawal of nomination by Life Insurance Corporation of India (LIC). The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company.

Mr. Siddhartha Mohanty was appointed as Nominee Director of LIC with effect from May 28, 2024. His appointment was approved by the members at the last Annual General Meeting (AGM).

Pursuant to the recommendations of the Nomination & Remuneration Committee (NRC), the Board had in its meeting held on March 21, 2025, approved the following, subject to the approval of the members at the ensuing AGM:

• Appointment of Mr. Subramanian Sarma as Deputy Managing Director & President of the Company with effect from April 2, 2025 to February 3, 2028;

• Re-appointment of Mr. S. V. Desai as Whole-time Director of the Company with effect from July 11, 2025 to July 4, 2030; and

• Re-appointment of Mr. T. Madhava Das as Whole-time Director of the Company for a term of five years with effect from July 1 1, 2025.

Mr. S. V. Desai and Mr. T. Madhava Das retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Necessary resolutions in relation to the above appointment and re-appointment of directors have been placed before

the members at the ensuing AGM. The Board of Directors recommends the above appointments/re-appointments of directors for approval of the members.

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

The Company has also disclosed on its website https:// investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.aspx details of the familiarization programs for the Independent Directors.

Mr. Sivaram Nair A, Company Secretary and Compliance Officer, would be superannuating from the services of the Company with effect from May 9, 2025. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Company Secretary and Compliance Officer of the Company. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 8, 2025, approved the appointment of Mr. Subramanian Narayan as the Company Secretary and Compliance Officer effective May 10, 2025.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

This information is furnished in Annexure 'B' - Report on Corporate Governance forming part of this Report. Members are requested to refer to page No. 397 of this Integrated Annual Report.

BOARD COMMITTEES:

The Board has constituted an Audit Committee,

Nomination and Remuneration Committee, Stakeholders Relationship Committee and Board Risk Management Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18, 19, 20 and 21, respectively, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are furnished in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 400 to 407 of this Integrated Annual Report.

CSR & SUSTAINABILITY COMMITTEE:

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

The CSR policy is available on the Company's website at https://www.larsentoubro.com/corporate/about-lt-group/corporate-policies/ and the initiatives taken by the Company on CSR activities during the financial year is available on the Company's website at https:// investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.aspx

A brief note regarding the Company's initiatives with respect to CSR and the composition of the CSR Committee is given in Annexure 'B' - Report on Corporate Governance forming part of this Board Report. Please refer to pages 407 to 409 of this Integrated Annual Report.

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

The President, Whole-time Director & CFO of the Company has certified that CSR funds so disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.

COMPANY POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The NRC has formulated a policy on Directors' appointment and remuneration including recommendation of remuneration of the key managerial personnel and senior management personnel, and the criteria for determining qualifications, positive attributes, and independence of a Director. Nomination and Remuneration Policy is provided as Annexure 'F' forming part of this Board Report and also disclosed on the Company's website at https://www.larsentoubro.com/corporate/about-lt-group/ corporate-policies/.

Your Company values each stakeholder and appreciates their unique differences. The Board Diversity Policy, aligned with legal requirements, emphasizes inclusion of women directors besides recognizing other forms of diversity, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge, networking, value addition and representation of stakeholders. The NRC has formulated a separate policy on Board Diversity.

DECLARATION OF INDEPENDENCE:

The Company has received declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from

the 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 hosted on the website of the Company https://investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.aspx. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

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

PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors and the Chairman & Managing Director has to be made. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors and the Chairman & Managing Director.

As in the previous years, performance evaluation was carried out through an external consultant, independent of management or the Company's IT systems. This enables an 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 Independent Directors, Nomination and Remuneration Committee and the Board of Directors held during May 2025.

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 Rules 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 member 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 that:

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

b) The Directors have selected such accounting policies and applied them consistently and made 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 Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating efficiently;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)

(e) of the Companies Act, 2013. For the year ended March 31, 2025, the Board is of the view that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and there is no material weakness. The Company has a process in place to monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps could have a material effect on the Company's operations.

DEPOSITORY SYSTEM:

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2025, 99.31% of the Company's total paid up capital representing 136,57,43,522 shares are in dematerialized form.

Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form, shall not be processed by the Company. In case of requests for transmission, transposition, issue of duplicate share certificate, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios, the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) by the respective shareholder to get credit of the securities in dematerialized form to his/her account. Shareholders desirous of availing these services are requested to refer to the detailed procedure hosted on the website at https://investors. larsentoubro.com/InvestorKit.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.

The Company has availed a special contingency insurance policy towards the risks arising out of the requirements relating to issuance of duplicate securities and for the claims related to Investor Education and Protection Fund ('IEPF'), which is renewed every year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company regularly sends reminders to those whose dividends are unclaimed, urging them to update the bank mandate details with Registrar and Transfer Agents (RTA)/ Depository Participants/Company, to ensure timely credit of Dividends by the Company. Additionally, efforts are also made in co-ordination with the RTA to locate the shareholders who have not claimed their dues.

Despite efforts, ^ 15.08 crore towards dividend and ^ 0.72 lakh towards bonus fractional entitlement remained unclaimed for a period of seven years, which were transferred to Investor Education and Protection Fund (IEPF) as required under Section 125 of the Companies Act, 2013 and the Rules made thereunder.

Cumulatively, the amount transferred to IEPF is ^ 85.19 crore as on March 31, 2025.

In accordance with the provisions of 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 17,72,523 equity shares of ? 2 each (0.13% of paid-up shares) held by 14,847 shareholders (0.87% 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 2016-17. However, the members can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. The detailed procedure for claiming shares/dividend transferred to IEPF is made available on the Company's website at https://investors.larsentoubro.com/Investor-FAQ.aspx.

The Company sends specific communication in advance 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.

Pursuant to Section 124 of the Companies Act, 2013 the unpaid and unclaimed dividends that are due for transfer to the IEPF are disclosed on page no. 362 of this Integrated Annual Report.

Details of the Nodal Officer of the Company are displayed on the website at https://investors.larsentoubro.com/ shareholder-services.aspx.

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 and General Meetings.

PROTECTION OF WOMEN AT WORKPLACE:

The Company believes that the women employees should have the opportunity to work in an environment free from any conduct which can be considered as a Sexual Harassment. The Company is committed to treating every employee with dignity and respect, fosters to create a workplace which is safe and free from any act of Sexual Harassment.

The Company has a policy on 'Protection of Women's Rights at Workplace' as per the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules thereunder ('POSH Act & Rules'). The Policy is applicable to all L&T establishments located in India. The Policy has been widely disseminated. The Company has constituted Internal Complaints Committees to ensure implementation and compliance with the provisions of the 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.

The Policy is uploaded on the Company's website at

https://www.larsentoubro.com/corporate/about-lt-group/

corporate-policies/.

There were 12 complaints received during FY 2024-25.

11 complaints have been concluded as per provision of POSH Act and Rules. The remaining complaint is under investigation. The complaints are redressed within the timelines prescribed in POSH Act and Rules.

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-agm.aspx.

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

• Corporate Governance: Pursuant to Regulation 34 read with Schedule V 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 (BRSR) along with reasonable assurance on BRSR forms a part of this Integrated Annual Report. Please refer pages 298 to 355 of this Annual Report.

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

• Annual Return: As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the FY 2024-25 is available on our website https://investors.larsentoubro.com/listing-compliance-agm.aspx.

• Statutory Compliance: The Company has adequate systems and processes in place to comply with all applicable laws and regulations including the CSR obligations, pays applicable taxes on time.

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

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

• KYC registration for holders of physical shares:

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

The relevant forms for updating the KYC information and Nomination details are provided on the website of the Company at https://investors.larsentoubro.com/ DownloadableForms.aspx.

• Designated person for furnishing information and extending co-operation to Registrar of Companies (ROC) in respect of beneficial interest in shares of the Company: The Company Secretary & Compliance

Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company's shares.

• Reporting of fraud: The Auditors of the Company have not reported any instances of fraud committed during the FY 2024-25, against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM:

The Company has a Whistle-blower Policy in place since 2004 and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides for adequate safeguards against victimization of persons who complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework.

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

Also see pages 409 & 410 forming part of Annexure 'B' of this Board Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

CONSOLIDATED FINANCIAL STATEMENTS:

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

STATUTORY AUDITORS:

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP (firm Registration Number 1 17366W/W-100018) will complete their term as Statutory Auditors of the Company at the conclusion of the forthcoming AGM. The Board places on record its appreciation for the services rendered by M/s. Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company.

M/s. M S KA & Associates (Firm's Registration Number 105047W) were appointed as Statutory Auditors for a term of 5 consecutive years from the conclusion of 79^th AGM till the conclusion of 84^th AGM of the Company and they continue to hold office as the Statutory Auditors 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 the ICAI.

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

SECRETARIAL AUDITORS:

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s.

S. N. Ananthasubramanian & Co., Practicing Company Secretaries (Firm Registration Number: P1991MH040400) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

AUDIT REPORTS:

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

The Secretarial Audit Report issued by M/s. S. N. Ananthasubramanian & Co., Company Secretaries, for FY 2024-25 is attached as Annexure 'E' forming part of this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.

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, 2025.

The Board, on the recommendation of the Audit Committee, at its meeting held on May 8, 2025, has approved the appointment of M/s R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending March 31, 2026, at a remuneration of ^ 19 lakhs plus taxes and out of pocket expenses. They have confirmed their independent status and that they are free from any disqualifications under section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost Auditor for the FY 2025-26 is placed before the Shareholders for approval in the ensuing AGM.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Members, Customers, Supply Chain Partners, Employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory Authorities, Stock Exchanges and various other stakeholders for their continued co-operation and support to the Company. Your directors also record their appreciation for the continued co-operation and support received from the Joint Venture Partners and Associates.