L&T Technology Services Limited — M&A Activity 2024

Nov 11, 2024

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L&T Technology Services Limited A.M. Naik Tower,6th Floor, L&T Campus, Gate No.3, Jogeshwari-Vikhroli Link Road, Powai, Mumbai-400072. www.ltts.com

11[th] November, 2024

National Stock Exchange of India Limited BSE Limited, Exchange Plaza, Bandra-Kurla Complex Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai- 400 051 Dalal Street, Mumbai- 400 001 NSE Symbol: LTTS BSE Scrip Code: 540115

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

We wish to inform you that the Company and its wholly owned subsidiary, L&T Technology Services LLC, have signed transaction documents/ definitive agreements today (i.e., 11 November, 2024) with the relevant parties for acquisition of 100% shares of: (i) Intelliswift Software (India) Private Limited by the Company; and (ii) Intelliswift Software Inc. by L&T Technology Services LLC, for an aggregate consideration of up to USD 110 million, subject to customary closing adjustments and closing conditions in accordance with the terms of the transaction documents. (“ Proposed Transaction ”).

The Proposed Transaction is subject to customary closing conditions. The Company will inform the closure of the Proposed Transaction to the stock exchanges in due course.

Enclosed as Annexure A is the information pursuant to Regulation 30 and Schedule III of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 (“ SEBI Circular ”).

This is for your information and record.

Kindly acknowledge its receipt.

Thanking You,

Yours sincerely,

For L&T Technology Services Limited

PRASAD Digitally signed by PRASAD VISHNU VISHNU SHANBHAG Date: 2024.11.11 SHANBHAG 17:12:44 +05'30'

Prasad Shanbhag Company Secretary & Compliance Officer (M. No. A 30254)

Encl: As above

Registered Office: L&T House, N. M. Marg, Ballard Estate, Mumbai - 400 001. INDIA CIN: L72900MH2012PLC232169 Tel: +91 22 6892 5257 Fax: +91 2267525858 L&T Technology Services is a subsidiary of Larsen & Toubro Limited

Annexure A

Details required under Regulation 30 and Schedule III of the Listing Regulations read with the SEBI Circular are as under:

re as under:
Name of the target entty, details in brief such as size, turnover etc.	i. Intelliswif Sofware (India) Private Limited (“Indian Target”): The Company will acquire 100% of the equity share capital of the Indian Target; and ii. Intelliswif Sofware Inc. (“US Target”): L&T Technology Services LLC, a wholly owned subsidiary of the Company, will acquire 100% of the equity share capital of the US Target. The Indian Target and the US Target are collectvely referred to as “Target Enttes”. The principal business actvity of the Target Enttes is to provide oferings across sofware product development, platorm engineering and AI to global companies. The consolidated turnover of the Target Enttes was approximately USD 96 million for the calendar year ended 31 December 2023.
Whether the acquisiton would fall within related party transacton(s) and whether the promoter/ promoter group/ group companies have any interest in the entty being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	The acquisiton of shares of the Target Enttes does not classify or fall under the ambit of related party transacton(s). The promoter/ promoter group/ group companies have no interest in the Target Enttes and the transacton has been entered into at arm’s length.
Industry to which the entty being acquired belongs	Sofware product development, platorm engineering and AI
Objects and impact of acquisiton (including but not limited to, disclosure of reasons for acquisiton of target entty, if its business is outside the main line of business of the listed entty)	The acquisiton will enhance LTTS' AI and sofware capabilites in the Digital Engineering suite for global clients, through: • Enhanced sofware product development, data and platorm engineering capabilites • Additon of Intelliswif’s AI-led automaton framework • Digital enterprise & integraton services through agile engineeringand nextgeneraton technologies
Brief details of any governmental or regulatory approvals required for the acquisiton	N.A.
Indicatve tme period for completon of the acquisiton	The proposed acquisiton is expected to be completed on or before 28 February 2025, subject to fulflment of the closing conditons under the defnitve agreements, or such other date, as maybe mutuallyagreed between thepartes.

Consideraton - whether cash consideraton or share swap or any other form and details of the same	The entre consideraton will be paid in cash
Cost of acquisiton and/or the price at which the shares are acquired	The aggregate consideraton (including upfront and deferred consideraton, retenton bonus) for acquisiton of the Target Enttes is up to USD 110 million, subject to customary closing adjustments and closing conditons in accordance with the terms of the transacton documents.
Percentage of shareholding / control acquired and / or number of shares acquired	Pursuant to the proposed transacton, the Company will acquire 100% of the equity share capital of the Indian Target, thereby making the Indian Target a wholly owned subsidiary of the Company. Further, L&T Technology Services LLC, a wholly owned subsidiary of the Company, will acquire 100% of the equity share capital of the US Target, thereby making the US Target a step-down subsidiary of the Company.
Brief background about the entty acquired in terms of products/line of business acquired, date of incorporaton, history of last 3 years turnover, country in which the acquired entty has presence and any other signifcant informaton (in brief);	Incorporated in 2001, the US Target is headquartered in the US with a presence in India, Hungary, Canada, Singapore and Costa Rica. Incorporated in 2002, the Indian Target is headquartered in Gujarat. The Target Enttes operate in the sofware product development, platorm engineering and AI industry. The consolidated turnover of the Target Enttes (calendar year ended 31 December) is as follows: • CY23: ~ USD 96 million • CY22: ~ USD 101 million • CY21: ~ USD 80 million