LTM LIMITED — AGM Information 2024

Jun 26, 2024

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LTIM/SE/STAT/2023-24/39

June 26, 2024

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai- 400 051

NSE Symbol: LTIM

The BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 BSE Scrip Code: 540005

Dear Sir(s)/Madam,

Sub: Submission of proceedings of the 28[th ] Annual General Meeting

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith summary of proceedings of the 28[th ] Annual General Meeting held through Video Conference on Wednesday, June 26, 2024 at 12:30 p.m. (IST).

The same is also uploaded on the Company’s website at www.ltimindtree.com/investors

The above is for your information and records.

Thanking you,

Yours faithfully,

For LTIMindtree Limited

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Angna Arora Company Secretary & Compliance Officer

Encl: As above

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SUMMARY OF PROCEEDINGS OF THE 28[th ] ANNUAL GENERAL MEETING OF LTIMINDTREE LIMITED HELD ON WEDNESDAY, JUNE 26, 2024 AT 12:30 P.M. (IST) THROUGH VIDEO CONFERENCE

ATTENDEES

Directors & Management

Mr. A. M. Naik Founder Non-Executive Chairman Mr. S. N. Subrahmanyan Non-Executive Vice-Chairman Mr. R. Shankar Raman Non-Executive Director Mr. Debashis Chatterjee Chief Executive Officer & Managing Director Mr. Sudhir Chaturvedi Whole-time Director & President-Markets Mr. Nachiket Deshpande Whole-time Director & Chief Operating Officer Mr. Sanjeev Aga Independent Director & Chairman of Nomination and Remuneration Committee Mr. James Abraham Independent Director & Chairman of Audit Committee Ms. Apurva Purohit Independent Director & Chairperson of CSR Committee Mr. Bijou Kurien Independent Director & Chairman of Stakeholders’ Relationship Committee Mr. Chandrasekaran Ramakrishnan Independent Director Mr. Vipul Chandra Chief Financial Officer Ms. Angna Arora Company Secretary & Compliance Officer

Mr. Vinayak Chatterjee sought leave of absence from the meeting due to his personal commitments.

All other Directors and Key Managerial Personnel joined the meeting through Video Conference from A.M. Naik Tower, Powai, Mumbai – 400 072.

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Other participants

Mr. Alwyn D’souza Partner, M/s. Alwyn Jay & Co, Secretarial Auditor Ms. Krupa Joisar Practicing Company Secretary – Scrutinizer Mr. Gurvinder Singh Partner, Deloitte Haskins & Sells, Chartered Accountants LLP (Statutory Auditor) Mr. Krunal Shah Partner, Deloitte Haskins & Sells, Chartered Accountants LLP (Statutory Auditor)

Members

83 members attended the meeting via Video Conference.

Mr. A. M. Naik, Chairman, commenced proceedings of the 28[th] AGM, and welcomed the members who had joined the meeting. He mentioned that the 28[th ] Annual General Meeting (‘AGM’) of LTIMindtree Limited (Formerly Larsen & Toubro Infotech Limited) (‘the Company’/’LTIM’), was held through Video Conference (‘VC’) in compliance with the circulars issued by Ministry of Corporate Affairs & Securities and Exchange Board of India.

He then introduced the Directors, Chief Financial Officer and Company Secretary present in the meeting and acknowledged the presence of representatives of Statutory Auditor and Secretarial Auditor.

Requisite quorum being present, Chairman called the meeting to order and mentioned that since the 28[th] AGM was being held through VC, appointment of proxies by members was not allowed.

He informed the members that electronic copy of the Integrated Annual Report for FY-24 and Notice convening the 28th AGM were sent to the members, by e-mail on their registered e-mail id.

With due permission of the members, Notice convening the 28[th] AGM, reports by the Statutory Auditor and Secretarial Auditor were taken as read. Chairman mentioned that the reports of Statutory Auditor and Secretarial Auditor were unqualified and they do not contain any adverse remark on the Company’s operations.

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Chairman then addressed the members, highlighting the Company’s business activities during FY-24. He informed the members that this was his last AGM as the Founder Chairman of the Company as he had decided not to seek re-appointment and the Board of Directors at their meeting held prior to the commencement of the 28[th] AGM had approved appointment of Mr. S.N. Subrahmanyan as the Chairman of the Company w.e.f. June 27, 2024. Mr. Naik wished that the Company continues to grow further and reaches new pinnacles of success under the leadership of Mr. S.N. Subrahmanyan.

Thereafter, he requested Mr. S.N. Subrahmanyan to address the members.

Mr. S.N. Subrahmanyan addressed the members, and on behalf of the entire LTIMindtree team and the shareholders, acknowledged Mr. Naik’s efforts in founding this Company and his unwavering dedication to build an I.T. giant within the L&T group. Thereafter, at the request of Mr. S.N. Subrahmanyan, a video as a tribute to Mr. Naik was played.

Mr. Naik, then requested the Company Secretary to brief members on the AGM proceedings.

Ms. Angna Arora, Company Secretary apprised the members on the guidelines for e-voting at the meeting on the resolutions, and the start date & time and end date & time for remote e- voting, details of the Scrutinizer, submission of voting results and advise to those members who had registered themselves as speaker at the AGM.

Ms. Arora then handed over the proceedings back to the Chairman.

With due permission of the members, Chairman tabled the agenda items as contained in the Notice convening the 28[th] AGM and mentioned that since all the resolutions were already put to vote during the remote e-voting period, no motion would be moved at the meeting for the proposed resolutions.

For ease of reference of the members, brief description of the resolutions was outlined as under:-

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Item Type of
Description of the resolutions
No. resolution
1 Adoption of Audited Standalone Financial Statements for the year Ordinary
ended March 31, 2024 and the reports of the Board of Directors
and Auditor thereon.
2 Adoption of Audited Consolidated Financial Statements for the Ordinary
year ended March 31, 2024 and the report of the Auditor
thereon.
3 Declaration of final dividend of INR 45/- per equity share of face Ordinary
value INR 1 each for the Financial Year ended March 31, 2024.
4 Appointment of Mr. S.N. Subrahmanyan (DIN: 02255382) as Ordinary
Director liable to retire by rotation.
5 Appointment of Mr. R. Shankar Raman (DIN: 00019798) as Ordinary
Director liable to retire by rotation.
6 Re-appointment of Mr. Nachiket Deshpande (DIN: 08385028) as Ordinary
Whole-time Director.
7 Transactions with Larsen & Toubro Limited, Holding Company Ordinary
(Related Party Transactions).
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Chairman then opened the floor to the members, to raise queries/questions and replied to the questions/queries raised by Members.

He then authorised the Company Secretary to receive Scrutinizer’s report and upon receipt of Scrutinizer’s report, declare the voting results and intimate the same to the Stock Exchanges.

He informed the members that the e-voting window would be opened on the NSDL e-voting platform for 15 minutes from the conclusion of the AGM, and requested members to cast their votes, in case they had not cast vote during the remote e-voting period.

Chairman concluded the proceedings of the AGM by thanking all the members and Directors for joining the meeting.

The AGM concluded at 1:20 p.m. (IST).

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