Your Directors have pleasure in presenting the 81^st Integrated Annual Report and Audited Financial Statements of Larsen &
Toubro Limited for the year ended March 31, 2026.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2026 is summarized below:

The Company has not transferred any amount from profit and loss to general reserve during the above financial years.

PERFORMANCE OF THE COMPANY:

The total income, on standalone basis, for the financial
year under review is ^161,038.62 crore as against
^148,178.22 crore for the previous financial year,
registering an increase of 8.68%. The Profit before tax
and exceptional items is ^16,262.95 crore for the financial
year under review as against ^13,098.98 crore for the
previous financial year. The profit after tax excluding
exceptional items is ^13,129.81 crore for the financial year
under review as against ^10,395.94 crore for the previous
financial year, registering an increase of 26.30%. For more
details on the performance of the Company, please refer to
section on Management Discussion and Analysis.

DIVIDEND:

The Board recommends a final dividend of ?38 per equity
share of ?2/- each on the share capital aggregating to
^5,227.40 crore. 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 of Directors of the Company pursuant to SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015. The Policy is uploaded on the Company's website at
https://www.larsentoubro.com/corporate-policies.

Dividend, if approved by the members, will be paid
electronically pursuant to the amendment to Regulation 12
notified by the Securities and Exchange Board of India vide
the SEBI (Listing Obligations and Disclosure Requirements)
(Fifth Amendment) Regulations, 2025, effective November
19, 2025. Accordingly, the Company would be unable to
pay dividend through warrants and cheques.

CAPITAL & FINANCE:

During the year under review, the Company allotted
4,40,025 equity shares having face value of X2 each upon
exercise of vested stock options by the eligible employees
under the Employee Stock Option Scheme(s). Further, the
Company repaid Non-convertible Debentures amounting to
^6,000 crore as per the repayment schedule.

During the year under review your Company pioneered
India's first sustainability linked bonds through issue and
allotment on a private placement basis, Listed, Rated,
Unsecured, Redeemable, Non-convertible Debentures
(NCDs) aggregating ^500 crore. 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. The said NCDs are linked to the identified
sustainability targets and are issued under the Framework
for Environment, Social and Governance (ESG) Debt
Securities (other than green debt securities) issued by SEBI.

The Company has been regular in making payments of
principal and interest on the NCDs. As on March 31, 2026,
the outstanding NCDs are ^9,800 crore.

The Company has raised ^14,600 crore by issue of Listed
Commercial Papers during FY2025-26. The Company has
listed its Commercial Papers on Wholesale Debt Market
segment of BSE Limited. As on March 31, 2026, there are
no outstanding Commercial Papers. 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 rating from
global rating agency 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's Report and is also available on the website
athttps://investors.larsentoubro.com/listing-compliance-
disclosuresunderstatutes.aspx.

CAPITAL EXPENDITURE:

As at March 31, 2026, the gross value of property, plant
and equipment, investment property and other intangible
assets including leased assets, are ^26,374.16 crore and
the net value of property, plant and equipment, investment
property and other intangible assets, including leased
assets, are ^13,712.47 crore. Capital Expenditure during
FY2025-26 is ^2,241.73 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 FY2024-25
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 forms part of the
Consolidated Financial Statements of the Company.

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 athttps://www.larsentoubro.
com/corporate-policies. There are no material unlisted
subsidiaries of the Company.

During the year under review, the Company subscribed /
acquired / sold equity / preference shares in various
subsidiary / associate / joint venture companies. The details
of the same are under:

A) Shares subscribed/ acquired during the year:

¹ During the year, the Company purchased the entire stake
of Sapura Nautical Power Pte Ltd in L&T Offshore Marine
Private Limited ('LTOMPL') (Formerly L&T Sapura Shipping
Private Limited) for a consideration of ?122.39 crore.
Pursuant to the said transaction, LTOMPL has become a
wholly owned subsidiary of the Company.

B) Transfer of businesses/subsidiaries:

I. Scheme of Arrangement between Larsen &
Toubro Limited ("Transferor Company") and
L&T Realty Properties Limited ("Transferee
Company") and their respective shareholders
and creditors under Section 230 to 232 of the
Companies Act, 2013:

As a step towards phased consolidation of the
real estate assets and undertaking, the Board at
its meeting held on December 8, 2025, approved
Scheme of Arrangement between the Company,
L&T Realty Properties Limited, a Wholly Owned

Subsidiary, and the respective shareholders and
creditors, pursuant to the provisions of Sections
230 to 232 and other applicable provisions of the
Companies Act, 2013. The Scheme, inter-alia,
provides for the transfer and vesting of the Realty
Undertaking of the Company into L&T Realty
Properties Limited, as a going concern. This
enables your Company to create a unified, future-
ready real estate entity capable of capitalizing
on India's real estate growth. The consolidation
would position L&T Realty to lead transformation
with renewed scale, agility and financial strength.

The consideration of such transfer, in accordance
with Sections 230 to 232 and other relevant
provisions of the Companies Act, 2013, shall be
discharged by L&T Realty Properties Limited by
issuing 3,93,53,93,685 fully paid-up equity shares
of the face value of ?10 each to the Company,
at a premium of ^6 per share. The Scheme is
subject to the approval of the requisite majority
of the members and creditors of the respective
companies and sanction by the Hon'ble National
Company Law Tribunal, Mumbai Bench.

II. Transfer of SuFin business to a wholly owned
subsidiary:

During the year under review, the Company
executed a Business Transfer Agreement with
SuFin Limited, a wholly owned subsidiary of the
Company, for the transfer of its e-commerce
platform business pertaining to industrial and
construction goods ("SuFin Business"), on a going
concern basis. The SuFin business was transferred
to SuFin Limited, on April 1, 2026, for a total
consideration of ^42.9 crore (subject to post
closing adjustments).

SuFin operates with a startup-like model,
characterised by continuous innovation, smaller
transaction sizes, and a large and diverse
counterparty base. Its sales approach and
employee skill requirements differ significantly
from those of the Company. Accordingly, SuFin's
growth potential would be best realised by
operating as an independent subsidiary rather
than as a division of the parent company.

III. Sale of stake in Nabha Power Limited

Keeping in view with your Company's broader
strategy to exit power development business,
during the year under review, L&T Power
Development Limited ("LTPDL"), a wholly-owned
subsidiary of the Company entered into a
definitive agreement with Torrent Power Limited
for the divestment of 100% of the equity share

required under the law. There were no Related Party
Transactions that have any conflict of interest.

Details of contracts/ arrangements/ transactions with
related parties, as required to be disclosed in Form No.
AOC-2 pursuant to Section 134(3)(h) read with Section
188 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, are uploaded on the
Company's website athttps://investors.larsentoubro.com/
listing-compliance-agm.aspx.

The Related Party Transactions Policy is hosted on the
Company's website athttps://www.larsentoubro.com/
corporate-policies.

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's Report.

DETAILS OF CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

Pursuant to the recommendations of the Nomination &
Remuneration Committee ("NRC"), the Board of Directors,
at its meeting held on October 29, 2025, approved
appointment of Mr. Amitabh Kant (DIN: 00222708)
and Mr. B. Santhanam (DIN: 00494806) as Independent
Directors of the Company for a term of five years with
effect from October 29, 2025. Further, the Board approved
the re-appointment of Ms. Preetha Reddy (DIN: 00001871)
as an Independent Director for a second and final term of
five years with effect from March 1, 2026. The aforesaid
appointments/re-appointment were subsequently approved
by the members of the Company by way of special
resolutions through postal ballot on January 19, 2026.

Based on the recommendations of the NRC, the Board of
Directors, at its meeting held on May 5, 2026, inter alia,
approved the following, subject to the approval of the
members:

(a) Re-appointment of Mr. Mr. Pramit Jhaveri

(DIN: 00186137) as an Independent Director of the
Company for a second and final term of five years
with effect from April 1, 2027, to be approved by the
members by means of a special resolution;

(b) Re-appointment of Mr. R. Shankar Raman

(DIN: 00019798) as President & Whole-Time Director
- Finance, for a period of two years from October 1,
2026 to September 30, 2028, subject to approval of
the members by means of an ordinary resolution; and

(c) Appointment of Mr. Vijay Sankar (DIN: 00007875) as
an Independent Director of the Company for a term
of five years from May 27, 2026 to May 26, 2031, to
be approved by the members by means of a special
resolution.

Mr. Anil Vithal Parab and Mr. R. Shankar Raman retire
by rotation at the ensuing Annual General Meeting
("AGM") and, being eligible, have offered themselves for
re-appointment.

Necessary resolutions, seeking approval of the members, in
respect of the above appointments/re-appointments have
been included in the Notice of the ensuing Annual General
Meeting, and the Board recommends the same for approval
by the members with the requisite majority.

Mr. Sanjeev Aga and Mr. Narayanan Kumar shall cease to
be Independent Directors of the Company upon successful
completion of their tenure on May 24, 2026 and May 26,
2026, respectively. The Board places on record its sincere
appreciation for their valuable contributions during their
tenure.

Based on the recommendations of the Audit Committee
and the NRC, the Board had in its meeting held on May 5,
2026, approved the appointment of Mr. P. Ramakrishnan
as the Chief Financial Officer of the Company with effect
from July 1, 2026. Consequently, Mr. R. Shankar Raman
will cease to be the Chief Financial Officer of the Company
with effect from the close of business hours on June 30,
2026. The Board places on record its appreciation for the
services rendered by Mr. R. Shankar Raman as the Chief
Financial Officer of the Company.

The terms and conditions of appointment of the
Independent Directors are in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015,
and are placed on the website of the Company athttps://
investors.larsentoubro.com/disclosures-under-regulation-
46-of-the-SEBI-LODR.aspx.

NRC considers the appointment and re-appointment
of Independent Directors after evaluating the skills,
knowledge, experience and competencies required on the
Board, in line with the approved skill matrix.

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

The Board confirms that all the Independent Directors
possess integrity and the requisite expertise and experience
to discharge their functions effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are held at regular intervals
to discuss the pertinent matters with a formal schedule.

This information is furnished in Annexure 'B' - Report on
Corporate Governance forming part of this Report.

BOARD COMMITTEES:

The Board has constituted an Audit Committee,

Nomination and Remuneration Committee, Stakeholders
Relationship Committee, CSR & Sustainability 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,
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details relating to the same
are furnished in Annexure 'B' - Report on Corporate
Governance.

CORPORATE SOCIAL RESPONSIBILITY &
SUSTAINABILITY COMMITTEE:

The Company has 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-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 composition of the CSR
Committee is given in Annexure 'B' - Report on Corporate
Governance.

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' to this Report.

The President, Whole-time Director & Chief Financial
Officer (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'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION:

The Nomination & Remuneration Committee (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 disclosed on the
Company's website athttps://www.larsentoubro.com/
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 of the Company 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 hosted on the website of the Company at
https://investors.larsentoubro.com/listing-compliance-
disclosuresunderstatutes.aspx.

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, and all Independent
Directors of the Company are exempted from undertaking
the online proficiency self-assessment test conducted by
the IICA.

PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee (NRC) 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.

The evaluation process includes circulation of a
comprehensive questionnaire, through an external
firm, to all Directors for evaluation of the Board and its
Committees, Board composition and its structure, Board
effectiveness, Board functioning, information availability,
adequate discussions, etc. This questionnaire also includes
specific criteria and the grounds on which all directors in
their individual capacity would be evaluated. In addition,
one on one sessions are held by an external evaluator with
the Independent Directors to understand the feedback
received pursuant to assessment. The Chairperson of
NRC analyses the responses to the questionnaire and
also considers the feedback obtained through in person
discussion, to arrive at an unbiased assessment and the
identified actionable areas and are discussed and acted
upon.

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 (including
one on one meetings with the Independent Directors) 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 meeting of the Independent Directors,
Nomination & Remuneration Committee and the Board of
Directors held in May 2026.

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' to this Report.

The information in respect of remuneration 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 'F' forming part of
this Board's Report. In terms of and section 136(1) of the
Companies Act, 2013 and the rules made thereunder, is
excluded in the Report and Accounts being sent to the
shareholders. 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,
2026, the Board considers 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, 2026, 99.37% of the Company's total paid up capital
representing 136,70,27,325 shares are in dematerialized
form.

Pursuant to the 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, claim from unclaimed suspense account,
renewal/exchange of securities certificate, endorsement,
sub-division/splitting of securities certificate, issuances of
securities under consolidation of securities certificates/
folios, will be processed only in demat form except for
the transfer of securities which were purchased/sold
prior to April 1, 2019, whether rejected/returned due
to deficiency in the documents or not, such transfer
can be relodged with requisite documents during the
special window provided by SEBI vide their circular no.
HO/38/13/1 1(2)2026-MIRSD-POD/ I/3750/2026 dated
January 30, 2026, from February 5, 2026 till February
4, 2027. Shareholders desirous of availing these services
are requested to refer to the detailed procedure hosted
on the website athttps://investors.larsentoubro.com/
DownloadableForms.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 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, ^14.78 crore towards dividend 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 ^99.97 crore as on March 31, 2026.

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 3,41,070 equity shares
of X2 each (0.02 % of paid-up shares) held by 1,482
shareholders (0.08 % of total shareholders) to IEPF. The
said shares correspond to the dividend which had remained
unclaimed for a period of seven consecutive years from
FY2017-18.

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.inand 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, split
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 in the Notice of the Annual
General Meeting of the Company.

The Company Secretary & Compliance Officer of the
Company is the Nodal Officer. Details of the Nodal
Officer are displayed on the website athttps://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 is committed to providing a safe and
respectful work environment and enforces a zero-tolerance
approach towards any conduct which can be considered
as sexual harassment. The Company treats 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 across globe. The Policy has been widely
disseminated. The Company has constituted Internal
Committees to ensure implementation and compliance
with the provisions of the Act and the Rules.

This Policy encompasses following:

• To define Sexual Harassment;

• To lay down the guidelines for reporting acts of Sexual
Harassment at the workplace; and

• To provide the procedure for the resolution and
redressal of complaints of Sexual Harassment.

The Company has complied with the requirement of
constitution of Internal Committees as stipulated under
POSH Act & Rules.

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

During FY2025-26, a total of 9 complaints were received.
Of these, 8 complaints were concluded as at March 31,
2026. 1 complaint has been since closed. All concluded
complaints were addressed within the timelines prescribed
under the POSH Act and Rules.

OTHER DISCLOSURES:

• ESOP Disclosures: There has been no change in the
Employee Stock Option Schemes (ESOP schemes)
during FY2025-26.

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 (SEBI
SBEB Regulations) is provided on the website of the
Company athttps://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 SEBI 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 Board's 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 Secretarial Auditors
confirming compliance with Corporate Governance
requirements provided in the aforesaid Regulations,
are provided in Annexure 'B' forming part of this
Board's Report.

• MANAGEMENT DISCUSSION AND ANALYSIS
REPORT: A detailed review of the operations,
performance and future outlook of the Company and
its businesses is given in the Management Discussion
and Analysis, which forms part of this Integrated
Annual Report.

• BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING: As per Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Report on
Business Responsibility and Sustainability Reporting
(BRSR) along with reasonable assurance on BRSR forms
part of this Integrated Annual Report. The details of
number of employees of the Company as at March 31,
2026, is disclosed in the BRSR Report.

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

• ANNUAL RETURN: As per the provisions of Section
92(3) of the Companies Act, 2013, the Annual Return
of the Company for the FY2025-26 is available on
our websitehttps://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 and timely payment of taxes.

• 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 (Form
MSME-I) 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 athttps://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 FY2025-26,
against the Company by its officers or employees as
specified under section 143(12) of the Companies Act,
2013.

• MATERNITY BENEFITS:

The Company complies with the provisions of the
Maternity Benefit Act, 1961, and provides maternity
benefits to eligible women employees. Adequate
facilities and support are provided in line with statutory
requirements.

IT SECURITY BREACH & SAFETY: The Company has

implemented comprehensive IT security programs

supported by advanced technology and trained manpower

to safeguard its employees and assets, at its offices and
plant, from IT Security breaches/ cyber-attacks.

During the financial year under review, no major security
breaches or incidents have occurred. A comprehensive
security risk assessment is carried out regularly and
adequate security measures are implemented to cater to
changing security scenario. The Company has implemented
adequate IT security measures and processes to protect its
projects, personnel, information and assets.

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 athttps://www.larsentoubro.com/
corporate-policies.

For more details, refer Annexure 'B' to this 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:

The Members at the 79^th Annual General Meeting (AGM)
held on July 4, 2024, appointed M S K A & Associates LLP
(Firm's Registration Number 105047W/W101187) (Formerly
M/s. M S K A & Associates) as the Statutory Auditors of
the Company, for a consecutive term of 5 years till the
conclusion of the 84^th AGM of the Company.

The Statutory 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:

The Members at the 80^th Annual General Meeting held on
June 17, 2025, appointed M/s. S. N. Ananthasubramanian
& Co., Practicing Company Secretaries (Firm Registration
Number: P1991MH040400) as Secretarial Auditors of
the Company for a period of 5 years from FY2025-26 to
FY2029-30.

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.

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

AUDIT REPORTS:

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

The Secretarial Audit Report for FY2025-26 is attached as
Annexure 'E' to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or disclaimer
or adverse remarks.

COST AUDITORS:

The provisions of Section 148(1) of the Companies Act,
2013 are applicable to the Company and accordingly the
Company maintains cost accounts and records in respect
of the applicable products for the year ended March 31,
2026.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and as per the Companies (Cost Records
and Audit) Rules, 2014 (the Rules), the Board, on the
recommendation of the Audit Committee, at its meeting
held on April 20, 2026, 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, 2027, at a remuneration of ?20 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 FY2026-27 is placed before the Shareholders
for approval in the ensuing AGM and is recommended by
the Board.

The Report of the Cost Auditors for the financial year
ended March 31, 2026 is under finalization and shall be
filed with the Ministry of Corporate Affairs within the
prescribed period.

ACKNOWLEDGEMENT:

Your Directors thank the Members, Customers, Supply
Chain Partners, Employees, Financial Institutions, Banks,
Central and State Governments, Government authorities,
Regulators, 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.

For and on behalf of the Board

S. N. SUBRAHMANYAN

Chairman & Managing Director
(DIN: 02255382)

May 5, 2026
Mumbai