L&T Finance : Subsidiary Companies Annual Report FY 2023 24

ANNUAL REPORT 2023-24

SUBSIDIARY COMPANIES

INDEX

No.	NAME OF THE SUBSIDIARY COMPANY	PAGE NO.
1	L&T Financial Consultants Limited	1
2	L&T Infra Investment Partners Advisory Private Limited	60
3	L&T Infra Investment Partners Trustee Private Limited	105

L&T Financial Consultants Limited

Board's Report

REPORT

Dear Members,

The Directors of your Company have the pleasure in presenting the Thirteenth Annual Report ("Report") along with the audited financial statements for the financial year ("FY") ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The summary of the Company's financial performance for FY24 as compared to the previous FY i.e. FY23 is given below:

		(V in Lakh)
Particulars	For the	For the
	year ended	year ended
	March 31,	March 31,
	2024	2023
Total Income	5,750.24	7,291.25
Profit before	3,554.48	5,035.17
Tax / (Loss)
Provision for Tax	1,026.10	1,562.08
including Deferred Tax
Profit after Tax / (Loss)	2,528.38	3,473.09
Add: Other	1.57	4.35
Comprehensive Income
Total Comprehensive	2,529.95	3,477.44
Income for the year
Add: Balance brought	15,811.68	19,271.74
forward from previous
year (Deficit) / Surplus
Total	18,341.63	22,749.18
Less: Interim dividend	-	6,937.50
paid (including dividend
TDS)
Surplus / (Deficit) in	18341.63	15,811.68
the statement of Profit
and Loss

APPROPRIATIONS

During the year under review, the Company has not transferred any amount to General Reserve.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

• FINANCIAL PERFORMANCE OF THE COMPANY
  During the year under review, the Company earned a gross income of V 5,750.24 lakhs as against R 7,291.25 lakhs earned by it in the previous year. The gross income mainly represents income from lease rentals, marketing activities and advisory fees.
  The expenditure incurred by the Company during the year under review mainly comprises finance costs of R 1.46 lakhs as against R 586.45 lakhs in the previous year.
  The profit reported by the Company for financial year ended March 31, 2024 is R 2,529.95 lakhs.

The Net Worth of the Company as at March 31, 2024 is R 37,985.00 lakhs as against R 35,455.05 lakhs as at March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

DIVIDEND

During the year under review, the Company has not declared any interim dividend or final dividend as it is considered financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

SHARE CAPITAL

As on March 31, 2024, the paid-up capital of the Company stood at R 27,75,00,000 (Rupees Twenty Seven Crores Seventy Five Lakhs only) divided into 2,77,50,000 (Two Crore Seventy Seven Lakhs Fifty Thousand) Equity Shares of R 10 (Rupees Ten Only) each.

FIXED DEPOSITS

The Company has not accepted any deposits from the public since inception.

DIRECTORS

The composition of the Board is in accordance with the provisions of the Companies Act, 2013 ("the Act").

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During the year under review, Dr. Rupa Rege Nitsure, Non-Executive Director, resigned from the Board with effect from January 23, 2024.

The Board places on record its appreciation for the valuable services rendered by Dr. Rupa Rege Nitsure during her tenure as the Director of the Company.

The Company appointed Mr. Abhishek Sharma (DIN:09676831) as Non-Executive, Additional Director, pursuant to the provisions of Sections 152, 160 and 161 of the Act with effect from January 23, 2024. Mr. Abhishek Sharma holds office upto the date of ensuing Annual General Meeting ("AGM"), liable to retire by rotation.

As on the date of the Report, the Board comprises the following Directors:

Name of Directors	Designation
Raju Dodti	Non-Executive Director
Sachinn Joshi	Non-Executive Director
Abhishek Sharma (1)	Non-Executive, Additional
	Director

Note: (1) Appointed as a Non-Executive, Additional Director with effect from January 23, 2024.

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all Directors at every AGM, not less than two-thirds of the total number of Directors of a public company (excluding Independent Directors) shall be persons whose period of office is liable to determination by retirement of Directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Sachinn Joshi (DIN: 00040876), Non-Executive Director will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL ("KMPs")

During the year under review, Ms. Juhi Jadhav resigned from the position of Company Secretary of the Company with effect from July 31, 2023.

The Board of Directors of the Company at its meeting held on October 17, 2023 appointed Mr. Rohit Rai as the Company Secretary and designated him as KMP of the Company.

Accordingly, as on the date of this report, the Company had the following KMPs:

• Nilesh Dange - Manager

• Hitesh Patel - Head-Accounts (discharging functions of the Chief Financial Officer)
• Rohit Rai - Company Secretary

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their Tenth Annual General Meeting ("AGM"), held on June 30, 2021 had appointed M/s B. K. Khare, Chartered Accountants (ICAI Firm Registration Number 105102W) as the Statutory Auditors of the Company for a term of five years i.e. from the conclusion of the Tenth AGM till the conclusion of the Fifteenth AGM of the Company.

AUDITORS' REPORT

The Auditors' Report to the Members for the year under review is unmodified. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

PARTICULARS OF EMPLOYEES

In terms of second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars as required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy and technology absorption in terms of Section 134(3)(m) of the Act and Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as under:

1. Conservation of Energy
   The steps taken or impact on conservation of energy:
2. 1. Green Energy: The Company has successfully procured green electricity at its office. By using renewable energy sources, carbon footprint was reduced and contributed towards a cleaner and greener future for our planet.
   2. Recycled Paper: In an effort to reduce paper consumption and promote recycling, recycled paper were purchased for the business use.

2	ANNUAL REPORT 2023-24

REPORT

This not only helps in conserving trees, but also reduces energy and water consumption in the paper manufacturing process.

1. 1. Energy-efficientAir Conditioners: The Company has upgraded to 5-star rated air conditioners in all its offices which not only results in lower energy consumption, but also helped in reducing utility bills and operating costs.
   2. LED Lights: As part of Company's commitment to energy conservation, LED lights are installed in all its offices which are not only more energy-efficient, but also have a longer lifespan, thereby reduced the maintenance costs.
   3. Waste Segregation: The Company has implemented a waste segregation system in its corporate office, where dry and wet waste is separated and disposed of appropriately which helps in reducing the amount of waste sent to landfills and promotes recycling and composting.
2. Technology Absorption:
   The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations
3. Foreign Exchange Earnings and Outgo:
   There were no foreign exchange earnings and expenditure during the year under review.

DISCLOSURE RELATING TO HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company is a wholly-owned subsidiary of L&T Finance Limited (formerly known as L&T Finance Holdings Limited).

Pursuant to 100% sale of shares of Mudit Cement Private Limited ("Mudit") (a wholly - owned subsidiary of the Company, yet to commence active operations), in accordance with the Share Purchase Agreement approved by the Boards of Mudit and the Company (direct subsidiary of the Company and the holding company of Mudit) at their respective meetings held on September 25, 2023, Mudit has ceased to be a subsidiary of the Company effective September 26, 2023. The Company has no joint venture or associate company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance to provisions of Section 134(5) of the Act, that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. 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 at March 31, 2024 and of the profit and loss of the Company for that period;
3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a going concern basis; and
5. 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.

SECRETARIAL STANDARDS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. Testing of such systems forms a part of review by the Internal Audit ("IA") function in line with the Board approved audit plan.

The IA function of L&T Finance monitors and evaluates the efficacy and adequacy of the internal control system in the Company to ensure that financial reports are reliable, operations are effective and efficient and activities comply with applicable laws and regulations. Based on the report of the IA function, process owners

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undertake corrective action, if any, in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Board of the Company from time to time.

BOARD MEETINGS

The Board meets at regular intervals and the Board meetings serve as a forum for Board to come together and deliberate on critical matters related to operations, financial performance, and governance. These meetings of the Company are held at regular intervals. However, in case of a special and urgent business need, separate special Board meetings are held or the approval is taken by passing resolution(s) by circulation, as permitted by law, which is noted in the subsequent meeting. The draft minutes of the proceedings of the meetings of the Board / Committee(s) are circulated to all the members of the Board or the Committee for their perusal, within fifteen days from the date of the conclusion of the meeting. Comments, if any, received from the Directors are incorporated in the minutes. The minutes are approved by the members of the Board / Committee(s) and confirmed in accordance with the regulatory requirements.

The Board members receive detailed agendas including relevant materials, such as reports, financial statements, and other necessary documents, well in advance of the Meeting enabling them to review and prepare for discussions.

The draft minutes of the proceedings of the meetings of the Board / Committee(s) are circulated to all the members of the Board or the Committee for their perusal, within fifteen days from the date of the conclusion of the meeting. Comments, if any, received from the Directors are incorporated in the minutes. The minutes are approved by the members of the Board / Committee(s) and confirmed in accordance with the regulatory requirements.

During the year under review, the Board of Directors of the Company met 5 (five) times i.e., on April 28, 2023, July 17, 2023, September 25, 2023, October 17, 2024 and January 22, 2024.

The details of the attendance of the members of the Board at the meetings held during the year under review are as follows:

Name of the	DIN	Nature of	No. of Board	No. of
Director		Directorship	Meetings held	Board
			/ conducted	Meetings
			during the	Attended
			tenure of
			Director / year
Sachinn Joshi	00040876	NED	5	5
Raju Dodti	06550896	NED	5	5
Rupa Rege	07503719	NED	5	5
Nitsure(1)
Abhishek	09676831	NED	-	-
Sharma (2)

NED - Non-Executive Director

Notes:

(1) Ceased to be a Non-Executive Director w.e.f. January 23, 2024.

1. Appointed as a Non-Executive, Additional Director w.e.f. January 23, 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the requirements of the provisions of Section 135 of the Act the Company has constituted a Corporate Social Responsibility ("CSR") Committee.

As on the date of this Report, the CSR Committee comprises of Mr. Sachinn Joshi, Mr. Raju Dodti and Mr. Abhishek Sharma. During the year under review, subsequent to resignation of Dr. Rupa Rege Nitsure and induction of Mr. Abhishek Sharma on the Board, the Committee was reconstituted. The Committee met once i.e., on April 25, 2023 and all the Members including Mr. Sachinn Joshi, Mr. Raju Dodti and Dr. Rupa Rege Nitsure attended the Meeting.

The Company has also formulated a policy with respect to its activities under CSR ("CSR Policy") in accordance with the requirements of the Act containing details specified therein, which is available on the website of the Company at http://www.ltfs.com/financial-consultants.

The Company has a strong commitment towards promoting inclusive social transformation in ruralcommunities through its CSR efforts. The CSR interventions are aligned with the Sustainable Development Goals ("SDGs"),which indicate a holistic approach towards social responsibility. The project- based accountability approach with a focus on social impact, scale, and sustainability reflects the Company's commitment to creating shared value for all stakeholders.

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REPORT

The Company updated its CSR Policy in April 2024 by making changes to its thrust areas and creating a new thrust area to address the climate changes namely 'Climate Impact Management'. Some of the projects under the thrust area of 'Disaster Management' pertaining to climate changes are now part of the aforesaid new thrust area and Jal Vaibhav 2.0 has also been added. This change is in alignment with the Company's new mission for bringing scale, collaboration and sustainability and SDGs through the '3S - Strategy'

• Social Impact, Scale & Sustainability. Further, the thrust area of 'Other Initiatives' has been changed to 'Social Inclusion' indicating the Company's emphasis on various social initiatives inter alia including skilling,healthcare and road safety initiatives.

During the year, the Company has fully utilized the unspent carry forward of R1.17 Cr. for FY23 which was transferred by the Company into the "Unspent Corporate Social Responsibility Account" on April 05, 2023.

An annual report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure A to the Board's Report.

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

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors has approved a policy on transactions with related parties ("RPT Policy"). The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties.

The RPT Policy is also available on the website of the Company at https://www.ltfs.com/financialconsultants. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties.

Key features of the RPT Policy are as under:

• All transactions with related parties ("RPTs") are referred to the Board of the Company for approval, irrespective of its materiality. The Board

shall also approve any subsequent modification in the RPTs. The process of approval of RPTs by the Shareholders is as under:

All Material RPTs requires prior approval of the shareholders, based on recommendation of the Board, through ordinary resolution passed at the general meeting. Where any contract or arrangement is entered into by a Director or any other employee without obtaining the consent of the Board or approval by an ordinary resolution in the general meeting, it is to be ratified by the Board or by the shareholders at a meeting, as the case may be, within three months from the date on which such contract or arrangement was entered into.

TRANSACTIONS WITH RELATED PARTIES

All RPTs that were entered into during FY24 were on an arm's length basis and were in the ordinary course of business and disclosed in the Financial Statements. There were no materially significant RPTs made by the Company with Promoters, Directors, Key Managerial Personnel or body corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPT as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Directors draw attention to Notes to the Financial Statements which sets out related party disclosures.

RISK MANAGEMENT FRAMEWORK

The Company has a risk management framework which deals with identification of risk in the business, if any of the Company and which may threaten the existence of the Company. Further, the said framework also lays down mitigants and periodical review to ensure that executive management controls risk by means of a properly designed framework.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where employees can register their complaints against sexual harassment. Appropriate reporting mechanisms are in place for

L&T FINANCIAL CONSULTANTS LIMITED

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ensuring protection against sexual harassment and the right to work with dignity.

During the year under review, the Company did not received any complaints in this regard.

ANNUAL RETURN AS PRESCRIBED UNDER THE ACT AND RULES MADE THEREUNDER

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available on the website of the Company at https://www.ltfs.com/financialconsultants (click- Annual Return).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators / Courts which would impact the going concern status of the Company and its future operations.

Further, no penalties have been levied by any regulators or Courts during the year ended review.

OTHER DISCLOSURES

During the year under review, the Company has not obtained any registration / license / authorisation, by whatever name called from any other financial sector regulators.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude and appreciation towards all those who have contributed to the success of the Company during the past year. It is through the collective effort and dedication of many stakeholders that we have achieved our goals and milestones.

The Directors express sincere gratitude to the Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, investors and the Company's bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company.

For and on behalf of the Board of Directors L&T Financial Consultants Limited

Sachinn Joshi	Raju Dodti
Director	Director
DIN:00040876	DIN:06550896
Place : Mumbai
Date : April 26, 2024

6	ANNUAL REPORT 2023-24

ANNEXURE 'A' TO BOARD'S REPORT

Annual Report on Corporate Social Responsibility ("CSR") Activities

[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR policy of the Company CSR Vision:

REPORT

Financial and digital transformation of rural communities and creating opportunities for sustainable livelihoods for them

CSR Mission:

We strive to revitalize and create sustainable livelihood and financial ecosystem of and for farmers, rural women and youth.

CSR Thrust Areas:

The CSR strategy revolves around three key thrust areas, meticulously aligned with UN Sustainability Goals and actively contributing to national development objectives. The thrust areas of your Company as on March 31, 2024 include:

1. Digital & Financial Inclusion, exemplified by our flagship program "Digital Sakhi," aimed at addressing Sustainable Development Goals (SDGs) 1 (No Poverty) and 8 (Decent Work and Economic Growth).
2. Disaster Management providing crucial relief aid to communities affected by natural calamities, alongside initiatives such as "Capacity Building of Water User Groups," in line with SDG 11 (Sustainable Cities & Communities).
3. The diverse range of interventions under 'Other Initiatives' encompasses endeavors like Project Prakruti (horticulture plantation), road safety campaigns, and healthcare programs, all contributing to SDGs 13 and 15 (Climate Action & Life on Land), and SDG 3 (Good Health and Well-being).

CSR Approach:

A project-based accountability approach is adopted, emphasizing on the three aspects of Social impact, Scale and Sustainability. Baseline and end line assessments are carried out for each project with clearly defined measurable results.

Monitoring:

A three-tier structure exists with the CSR Committee formulating & recommending the annual action plan to the Board, in line with the CSR vision of the Company. The CSR team conducts periodic review of the projects and documents the progress. The Board verifies that the CSR funds have been utilized for the projects as approved by it.

1. Composition of CSR Committee:

Sr.	Name of Director	Designation/Nature of	Number of	Number of meetings
No.		Directorship	meetings of CSR	of CSR Committee
			Committee held	attended during
			during the year	the year
1	Sachinn Joshi	Chairman, Non-Executive Director	1	1
2	Raju Dodti	Member, Non-Executive Director	1	1
3	Dr. Rupa Rege Nitsure(1)	Member, Non-Executive Director	1	1
4	Abhishek Sharma(2)	Member, Non-Executive Director	0	0

1. Ceased to be a Member w.e.f. January 23, 2024
2. Appointed as a Member w.e.f. January 23, 2024

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