LTM LIMITED — Board/Management Information 2025

Mar 21, 2025

LTIM/SE/STAT/2024-25/131

March 21, 2025

National Stock Exchange of India Limited

Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

The BSE Limited,

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

NSE Symbol: LTIM

BSE Scrip Code: 540005

Dear Sir(s)/Madam,

Sub: Submission of Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Postal Ballot Notice which is also being sent via e-mail to all those Members who have registered their email address with the Company/ Depositories/Depository Participants/ Company’s Registrar and Share Transfer Agent viz. MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) as on March 14, 2025 (“Cutoff date” ), for seeking approval through e-voting in respect of the following matters:

1. Appointment of Mr. Venugopal Lambu (DIN: 08840898) as Whole-time Director; and

2. Revision in remuneration of Mr. Nachiket Deshpande (DIN:08385028), Whole-time Director

The above notice is also available on the Company’s website at https://www.ltimindtree.com/investors/.

Please take the above intimation on record.

Thanking you,

Yours faithfully, For LTIMindtree Limited

Digitally signed by Angna Angna Anish Arora Anish Arora Date: 2025.03.21 16:36:24 +05'30'

Angna Arora Company Secretary & Compliance Officer

Encl: As above

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LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

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LTIMINDTREE LIMITED

CIN: L72900MH1996PLC104693

Registered Office: L&T House, Ballard Estate, Mumbai 400 001, India Corporate Office: L&T Technology Tower 1, Gate No. 5, Saki Vihar Road, Powai, Mumbai - 400 072, India Tel: +91 22 6776 6776, Fax: +91 22 4313 0997 E-mail: CorporateSecretarial@ltimindtree.com ; Website: www.ltimindtree.com

POSTAL BALLOT NOTICE

NOTICE is hereby given that the resolutions appended below are proposed for approval of Members of LTIMindtree Limited ( “the Company” ) by means of Postal Ballot through e-voting process ( “E-voting” ), pursuant to Section 110 of the Companies Act, 2013 ( “Act” ) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ( “Rules” ) and other applicable provisions, if any, of the Act and the Rules, General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs ( “MCA” ) in continuation to the earlier Circulars issued by MCA in this regard, applicable provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ( “SS-2” ) and other applicable laws, rules and regulations.

1. Appointment of Mr. Venugopal Lambu (DIN: 08840898) as Whole-time Director

• To consider and, if thought fit, pass the following resolution as Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ), Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), Articles of Association of the Company and upon recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their respective meetings held on January 24, 2025, and subject to other regulatory approvals, including that of the Central Government, Mr. Venugopal Lambu (DIN: 08840898) who was appointed as an Additional Director with effect from January 24, 2025, and in respect of whom, the Company has received a Notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as Whole-time Director, liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years commencing from January 24, 2025 to January 23, 2030 (both days inclusive), on the terms and conditions including payment of remuneration as set out in the Explanatory Statement pursuant to Section 102 of the Act, forming part of this Postal Ballot Notice.

RESOLVED FURTHER THAT the Board of Directors on recommendation of Nomination and Remuneration Committee be and are hereby authorized to alter and/or vary the terms and conditions of appointment, including increase/revision in remuneration of Mr. Venugopal Lambu, from time to time, during his tenure as Whole-time Director provided that such alteration/increase/revision in remuneration does not exceed the limits prescribed under the Act and/or SEBI Listing Regulations.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during his tenure as Whole-time Director, the remuneration as provided in the Explanatory Statement pursuant to Section 102 of the Act forming part of this Postal Ballot Notice or the altered/ increased/revised remuneration, as approved by the Board of Directors, from time to time, be paid to Mr. Venugopal Lambu, within the limits prescribed under the Act and/or SEBI Listing Regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolutions, the Board of Directors (which term shall be deemed to include any Committee of the Board authorized in the said behalf) be and is hereby authorised to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of aforesaid, without being required to seek any further consent or approval of Members, or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

2. Revision in remuneration of Mr. Nachiket Deshpande (DIN:08385028), Whole-time Director

To consider, and if thought fit, pass the following resolution as Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ), Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ) and upon recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their respective

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meetings held on March 6, 2025, consent of Members be and is hereby accorded for revision in remuneration of Mr. Nachiket Deshpande (DIN:08385028), Whole-time Director with effect from April 1, 2025, for the remainder period of his present tenure as Whole-time Director upto May 1, 2029, details whereof are set out in the Explanatory Statement pursuant to Section 102 of the Act forming part of this Postal Ballot Notice and save as above, all other terms and conditions of his appointment as approved by the Members at their 28[th] Annual General Meeting held on June 26, 2024, shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors on recommendation of Nomination and Remuneration Committee be and are hereby authorized to alter and/or vary and/or increase/revise the remuneration of Mr. Nachiket Deshpande, from time to time, during his tenure as Whole-time Director provided that such alteration/increase/revision in remuneration does not exceed the limits prescribed under the Act and/or SEBI Listing Regulations.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during his tenure as Whole-time Director, the remuneration as provided in the Explanatory Statement pursuant to Section 102 of the Act forming part of this Postal Ballot Notice or the altered/ increased/ revised remuneration, as approved by the Board of Directors, from time to time, be paid to Mr. Nachiket Deshpande, within the limits prescribed under Section 197 read with Schedule V of the Act.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolutions, the Board of Directors (which term shall be deemed to include any Committee of the Board authorized in the said behalf) be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in respect of the aforesaid, without being required to seek any further consent or approval of Members of the Company, to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By order of the Board of Directors For LTIMindtree Limited

Sd/-

Angna Arora Company Secretary and Compliance Officer ACS 17742

Date: March 20, 2025 Place: Mumbai

NOTES:

• a) The relevant Explanatory Statement pursuant to Sections 102 and 110 of the Act, Rule 22 of the Rules and the SEBI Listing Regulations, as amended, setting out material facts for the proposed resolutions and disclosures as required under the SEBI Listing Regulations and SS-2 are annexed hereto and form part of this Postal Ballot Notice.

• b) In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice only in electronic form to those Members, whose names appear in the Register of Members/List of Beneficial Owners, as received from National Securities Depository Limited ( “NSDL” ) and Central Depository Services (India) Limited ( “CDSL” ) and whose e-mail addresses are registered with the Company/RTA/Depositories/ Depository Participants as on Friday, March 14, 2025 (“Cut-off Date”) .

• c) Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by e-Voting. A person who is not a Member as on the Cut-Off Date should treat this Postal Ballot Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Postal Ballot Notice due to non-registration of their e-mail addresses with the Company/RTA/ Depositories/ Depository Participants) shall be entitled to vote on the aforementioned resolutions in accordance with the process specified in this Postal Ballot Notice.

• d) Postal Ballot Notice is also available on the Company’s website https://www.ltimindtree.com/investors/, the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and NSDL, the e-voting agency, at https://www.evoting.nsdl.com.

• e) In case of joint holders, the Member whose name appears as the first holder in order of the names as per the Register of Members or the List of Beneficial Owners provided by the Depositories, will be entitled to vote through e-voting.

• f) The resolutions, if passed by the requisite majority through e-voting, will be deemed to have been passed on the last date specified for voting i.e., Sunday, April 20, 2025. Further, the resolutions passed by the Members through this Postal Ballot shall be deemed to have been passed at General Meeting.

• g) The Company has engaged NSDL to provide e-voting facility to its Members. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital as on the Cut-Off Date. Once the vote has been cast by a Member, she/he would not be allowed to change it subsequently.

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• h) The e-voting period shall commence on Saturday, March 22, 2025 at 9:00 AM (IST) (Server Time) and end on Sunday, April 20, 2025 at 5:00 PM (IST) (Server Time). During this period, Members holding shares, as on the Cut-off date, either in physical form or in dematerialized form, may cast their vote electronically by accessing the NSDL’s website at https://www.evoting.nsdl.com. The e-voting module shall be disabled by NSDL for voting thereafter. Members are requested to read and follow the e-voting instructions carefully as provided in this Postal Ballot Notice.

• i) Relevant documents referred to in this Postal Ballot Notice will be made available for inspection from the date of commencement of e-voting period i.e Saturday, March 22, 2025 upto the last date of e-voting i.e. Sunday, April 20, 2025. Members seeking inspection can send an email to CorporateSecretarial@ltimindtree.com during the business days. The Company shall strive to allow inspection of the documents to the shareholder during normal working hours i.e. 9 AM (IST) to 6 PM (IST), post receipt of request for inspection.

• j) Members who have not updated/registered their e-mail ID are requested to update/register the same in the records of the RTA/Company/Depositories/ Depository Participant, in the following manner, in order to receive this Postal Ballot Notice and to procure user id and password for e-voting:-

Members holding shares in Physical form

Provide necessary details like Folio No., Name of Member, scanned copy of the share certifcate (front and back), Permanent Account Number (“PAN”) (self-attested scanned copy), AADHAR (self- attested scanned copy) by email tornt.helpdesk@linkintime.co.in and copy to the Company at CorporateSecretarial@ltimindtree. com. After you receive the log- in credentials, please refer to the login method explained at Step 1(B).

Members holding shares in Demat form

Provide demat account details (CDSL – 16 digit benefciary ID or NSDL- 16 digit DPID + CLID), Name of Member, client master or copy of consolidated account statement, PAN (self-attested scanned copy), AADHAR (self-attested scanned copy) throughhttps://swayam. linkintime.co.in/. or by email to rnt.helpdesk@linkintime.co.in and copy to the Company at CorporateSecretarial@ltimindtree. com. After you receive the log- in credentials, please refer to the login method explained at Step 1(A).

• Alternatively, Members may send a request at evoting@nsdl.com for procuring user id and password for e-voting along with the abovementioned documents.

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are requested to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

• k) Declaration of Voting Results:

• The Company has appointed Ms. Krupa Joisar, Practising Company Secretary (Membership No. FCS 11117 and Certificate of Practice No. 15263) as Scrutinizer for conducting the Postal Ballot process, in a fair and transparent manner.

• After conclusion of the e-voting period and scrutiny of votes, the Scrutinizer will submit the report on votes cast in favour or against and invalid votes, if any, to the Chairman or any other person authorized by the Chairman, who shall countersign the same and declare the result of e-voting in accordance with the SEBI Listing Regulations.

• The voting results along with the Scrutinizer’s report, shall be submitted to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and simultaneously will be hosted on the Company’s website https://www. ltimindtree.com/investors/, website of NSDL, https://www.evoting.nsdl.com/, and displayed on the Notice Board of the Company at the Registered Office and Corporate Office.

• l) Manner for e-voting by Members in respect of matters proposed for approval through this Postal Ballot is outlined hereunder:

- How do I vote electronically using NSDL e Voting system?

The process to vote electronically on NSDL e-Voting system, consists of “Two Steps”, which are mentioned below:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

• A) Login method for e Voting for individual shareholders holding securities in demat mode

• In terms of the SEBI circular dated December 9, 2020 on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile

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number and email Id in their demat account in order to access e-Voting facility.

• Login method for individual shareholders holding securities in demat mode is given below:

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Type of
Login Method
shareholders
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Type of shareholders	Login Method	Login Method
Individual shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL_viz._ https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the“Benefcial Owner”icon under“Login” which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value Added Services. Click on “Access to e-Voting”under e-Voting services and you will be able to see the e-voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl. com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

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Type of
Login Method
shareholders
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Type of shareholders	Login Method	Login Method
	4.	Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users of login Easi/Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then use their existing my Easi/Easiest username & password. After successful login, the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting the vote during the e-Voting period. Additionally, there is also a link provided to access the system of all e-Voting service providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww. cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww. cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.

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Type of
Login Method
shareholders
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Type of shareholders	Login Method
	After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see the e-voting option. Click on the e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see the e-voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

• Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

• Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue to login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at toll free no 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue to login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

• In case a Shareholder receives e-mail from the Company / RTA [for Members whose e-mail address is registered with the Company / Depository Participant(s)]

How to log-in to NSDL e-Voting website?

• (i) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• (ii) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• (iii) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

• Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• (iv) Your User ID details are given below:

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Manner of Your User ID is:
holding shares
i.e. Demat
(NSDL or CDSL)
or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 1 2 * * * * * * * * * * * * * then your user ID is 12***
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001* and EVEN is 101456 then user ID is 101456001

• (v) Password details for shareholders other than individual shareholders are given below:

• a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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• c) How to retrieve your ‘initial password’?

• If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

• (vi) If you are unable to retrieve or have not received the “Initial password” or have forgot your password:

• a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• (vii) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• (viii) Now, you will have to click on “Login” button.

• (ix) After you click on the “Login” button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle are open.

2. Select “EVEN” of the company for which you wish to cast your vote during the e-Voting period.

3. Now you are ready for e-Voting as the voting page opens.

4. Cast your vote by selecting the appropriate option i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to krupa@ krupajoisar.com with a copy marked to evoting@nsdl.com. Institutional shareholders can also upload the Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep the password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, please go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. n. Others:

Mandatory updation of PAN, KYC, Nomination and Bank details: Members holding shares in physical form

1. Members holding shares in physical form are requested to note that in terms of Regulation 40 of the Listing Regulations, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. In view of the above and in order to eliminate risks associated with physical transfer of securities, shareholders holding equity shares of the Company in physical form are requested to consider converting their holdings to dematerialised form. Members may contact the Company’s RTA for assistance in this regard.

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1. Members may further note that SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022, has mandated listed companies to issue securities in dematerialized form only while processing service requests, viz. , issue of duplicate securities certificate, claim from unclaimed suspense account, splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition etc. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on Company’s website at https://www.ltimindtree. com/investors/investor-services/ and on the website of MUFG Intime India Private Limited at https://web.in.mpms.mufg.com/helpdesk/ Service_Request.html. It may be noted that any service request can be processed only after the folio is KYC compliant.

2. I. Queries/grievances, if any, connected with the Postal Ballot may be addressed to:

3. i. MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), Registrar and Share Transfer Agent, Unit- LTIMindtree Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India. Tel: 022-4918 6270, Email: rnt.helpdesk@linkintime.co.in or by logging at https://swayam.linkintime.co.in/.

4. ii. In case of any queries, Members may refer to the Frequently Asked Questions (“FAQs”) and e-voting user manual available at the download section of NSDL website www.evoting.nsdl.com or call at 022 - 4886 7000 or send a request at “evoting@nsdl.com.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No 1: Appointment of Mr. Venugopal Lambu (DIN: 08840898) as Whole-time Director

Pursuant to Sections 102 and 110 of the Act, the following statement sets out material facts relating to the appointment of Mr. Venugopal Lambu (DIN: 08840898) as Whole-time Director, liable to retire by rotation.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on January 24, 2025, appointed Mr. Venugopal Lambu (DIN: 08840898) as an Additional Director, designated as CEO (Designate) and Wholetime Director, liable to retire by rotation, for a term of five consecutive years with effect from January 24, 2025 to January 23, 2030 (both days inclusive) , subject to approval of Members, and other regulatory approvals, if any, including that of the Central Government, on the following terms and conditions:

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Particulars Amount per annum (in GBP)
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Particulars	Amountper annum (in GBP)
Fixed Pay	8,50,000
Variable Pay	Upto 3,50,000*
Proft Linked Incentive	0.15% of the Standalone Proft After Tax

*Variable Pay shall be payable as per the performance criteria laid by the Company, from time to time.

Notes:

1. Mr. Lambu will be based out in the United Kingdom and his remuneration would be paid in GBP. In the event of relocation/ transfer/ deputation or otherwise, the remuneration & other benefits of Mr. Lambu shall be determined as per the prevalent Company policy, subject to approval of the Nomination and Remuneration Committee and Board of Directors.

2. 40,000 stock options granted at an exercise price of Re.1/- each with an equal vesting over a period of four years under the LTIMindtree Employees Stock Option Scheme, 2015. Nomination and Remuneration Committee may in its sole discretion grant additional stock options to Mr. Lambu during his association with the Company, subject to the overall remuneration not exceeding the threshold as specified under the Act and the SEBI Listing Regulations.

3. He will be entitled to all other benefits, perquisites, as may be applicable, as per Company policy.

4. The total remuneration, as mentioned above, may be revised as per the Company’s policy subject to an annual increment of upto 3% as may be decided by the Board of Directors upon recommendation of Nomination and Remuneration Committee, from time to time.

Members are kindly informed that amongst others, one of the evaluation matrix considered by the Nomination

and Remuneration Committee and the Board of Directors for considering the candidature of Mr. Venugopal Lambu as CEO (Designate) and Whole-time Director, was understanding of the Company’s business, culture, its dynamics & scale at which it operates, leadership required for future growth plans coupled with vast experience in the field of Information Technology, global client experience and proven track-record of governance & change management along with his past association with the Company and L&T group.

During Mr. Lambu’s past association with the Company from October, 2020 to January, 2023, as PresidentGlobal Markets and Executive Director, he had delivered consistent and profitable growth, creating one of the industry’s best enterprise value creation case studies.

Mr. Lambu’s appointment fosters a seamless transition in leadership, preserving the Company’s legacy and positioning the Company for future opportunities as a leading global IT services provider.

Given the above factors, the Board believes that Mr. Lambu’s association would be in the best interest of the Company and recommends his appointment as the Whole-time Director of the Company as detailed in the resolution for approval of Members by means of an Ordinary resolution.

In terms of Regulation 17(1C) of the SEBI Listing Regulations, the approval of Members is sought for appointment of Mr. Lambu as Whole-time Director. The Company has received requisite consents, declarations, disclosures etc. from Mr. Lambu in relation to the aforementioned appointment. It may be noted that Mr. Lambu is neither disqualified from being appointed as a Director in terms of Section 164 of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given all the necessary declarations and confirmation including his consent to be appointed as a Director of the Company.

In terms of Section 160 of the Act, the Company has received a notice in writing from a Member signifying intention to propose the candidature of Mr. Lambu for the office of Director.

Since Mr. Lambu is not a resident of India, upon approval of Members to his appointment, the Company will initiate steps to seek further regulatory approvals, including submission of application to the Central Government.

Details of Mr. Lambu as required under the SEBI Listing Regulations and SS-2 are enclosed as Annexure – 1 to this Postal Ballot Notice.

Save and except Mr. Lambu and his relatives, none of the other Directors/ Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in the resolution as set out in this Postal Ballot Notice.

The Board recommends the resolution set forth above for approval of Members.

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Item No 2: Revision in remuneration of Mr. Nachiket Deshpande (DIN:08385028), Whole-time Director

Members are kindly informed that at their 28[th] Annual General Meeting held on June 26, 2024, Members had accorded their approval for re-appointment of Mr. Nachiket Deshpande as Whole-time Director.

The I.T industry is undergoing a profound transformation, necessitating swift & strategic decisions to capitalize on the rapidly evolving market dynamics. In light of the same and considering the importance of Artificial Intelligence (AI) and the enormous potential it has to offer to the Company’s business growth, it is pertinent that a Board level leader is designated to lead the Company’s initiatives in AI and especially to drive the Company’s strategy centred around use of AI for driving new revenue growth. Considering the same, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on March 6, 2025, identified Mr. Nachiket Deshpande to take up a new role of President- Global AI services, Strategic Deals & Partnerships.

In his new role, Mr. Deshpande will be based out of the United States of America and would be pivotal in driving company’s strategic initiatives across AI services, Strategic Deals, Global Research and Technology Advancement, Mergers and Acquisitions and Partnership & Ecosystem Development.

Mr. Deshpande has a proven track-record of building robust AI service business, leveraging client relationships to win deals. Mr. Deshpande’s forward thinking approach has helped the Company to acquire several businesses viz. Cuelogic, Powerupcloud, Lymbyc and Syncordis, thereby enhancing Company’s competitive edge. Mr. Deshpande has also significantly contributed in the operational integration during the merger of Larsen and Toubro Infotech Limited and Mindtree Limited.

Pursuant to Mr. Deshpande moving to the United States of America, his remuneration shall be denominated in the United States Dollar and therefore pursuant to recommendation of Nomination and Remuneration Committee and approval of the Board of Directors on March 6, 2025, it is proposed to seek approval of Members to the revised remuneration of Mr. Deshpande (with effect from April 1, 2025) as under:-

Existing Remuneration (Upto March 31, 2025):

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Particulars Amount in INR
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Particulars	Amount in INR
Fixed Compensation	1,75,74,718p.a.
Variable compensation
i) Discretionary Bonus	Upto 29,07,688p.a.
ii) On-Target Variable	Upto 67,84,606p.a.

Revised Remuneration (With Effect from April 1, 2025):

Particulars	Amount in USD
Fixed Compensation	5,30,000p.a.
Variable compensation	Upto 2,70,000p.a.

Notes:

1. Mr. Deshpande will be based out of the United States of America and his remuneration therefore would be paid in USD (for the balance period of his present tenure i.e. upto May 1, 2029). In the event of relocation/ transfer/ deputation or otherwise, the remuneration & other benefits of Mr. Deshpande shall be determined as per the prevalent Company policy, subject to approval of the Nomination and Remuneration Committee and Board of Directors.

2. He will be entitled to all other benefits, perquisites, as may be applicable, as per Company policy.

3. The total remuneration, as mentioned above, may be revised as per the Company’s policy subject to an annual increment of upto 3% as may be decided by the Board of Directors upon recommendation of Nomination and Remuneration Committee, from time to time.

4. All other terms & conditions of appointment of Mr. Nachiket Deshpande as, approved by the Members at their 28[th] Annual General Meeting held on June 26, 2024, shall remain unchanged.

Details of Mr. Deshpande as required under the SEBI Listing Regulations and SS-2 are enclosed as Annexure – 2 to this Postal Ballot Notice.

Save and except Mr. Deshpande and his relatives, none of the other Directors/ Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in the resolution as set out in the accompanying Postal Ballot Notice.

The Board recommends the resolution set forth above for approval of Members.

By order of the Board of Directors For LTIMindtree Limited

Sd/-

Angna Arora Company Secretary and Compliance Officer ACS 17742

Date: March 20, 2025 Place: Mumbai

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ANNEXURE-1

- Details pursuant to Regulation 36 of the SEBI Listing Regulations and SS 2 for a director seeking appointment Brief profile:

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Mr. Venugopal Lambu(‘Venu’) is a visionary leader with over 30 years of experience in driving strategy and hyper-growth in the technology and services industry. He has a proven track-record of enabling businesses to transition to digital, building and managing high-performance teams, and executing successful business turnaround initiatives. A recognized thought leader, Venu has been a strong advocate for the value propositions of applications, cloud services, infrastructure, and edge computing. Passionate about AI adoption, he deeply believes that AI can unlock significant productivity across large enterprises. A strong believer in the power of people, Venu fosters a culture of empowerment, collaboration, and continuous learning. He is known for his ability to build high-performing teams that thrive on trust, innovation, and a shared vision for success. He is a member of the Forbes Technology Council and chairs multiple customer advisory councils across North America and Europe. Before rejoining LTIMindtree, Venu served as the CEO of Randstad Digital, the $3 billion digital arm of Randstad, focused in enabling digital talent across global clients and leveraging Global Capability Centers (GCCs) in India to drive revenue through a peoplecentric approach. During Venu’s prior association with the Company from October 2020 to January 2023, he led global markets, delivering consistent and profitable growth of 5 times, creating one of the industry’s best enterprise value creation case studies. In his earlier roles, he has also held leadership positions at Cognizant, HCL Technologies, and IBM. He holds a Bachelor’s degree in Electronics Engineering from the National Institute of Engineering, Mysore, India and General Management Certification from the London Business School. Mr. Venu Lambu will work closely with Mr. Debashis Chatterjee, Chief Executive Officer & Managing Director of the Company during his existing term to ensure a smooth and seamless transition.

Other details:

Other details:
Name of the Director	Mr. Venugopal Lambu
DIN	08840898
Age (in Years)	53
Qualifcation	Refer brief profle as stated above
Experience and nature of expertise in specifc functional area(brief resume)
Date of frst appointment on the Board[as CEO (Designate) and Whole-time Director]	January 24, 2025
Terms and conditions of appointment	Terms and conditions of appointment and remuneration to be paid are provided in the section ‘Explanatory Statement pursuant to Section 102 of the Companies Act,2013’.
Details of remuneration proposed to be paid
Details of remunerationpaid during FY25(upto January 24, 2025)	NIL
Shareholding in the Company(number of shares as on the date of this Postal Ballot Notice)	7,128 equity shares of Rs. 1 each
Relationship with other Directors and Key Managerial Personnel(inter-se)	None
Number of Board Meetings attended during FY-25(upto the date of this Postal Ballot Notice)	2 out of 2
Directorships held in other companies(upto the date of* this Postal Ballot Notice)**	NIL
Membership/Chairmanship of committees in all other companies (upto the date of this Postal Ballot Notice)	NIL
Name of listed companies from which Director has resigned inpast threeyears	LTIMindtree Limited

*Does not include foreign Companies.

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ANNEXURE-1

Details pursuant to Regulation 36 of the SEBI Listing Regulations and SS-2 for revision in remuneration of Director

Brief profile:

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Mr. Nachiket Deshpande (‘Nachiket’) is the Whole-time Director at LTIMindtree. He has over 27 years of rich experience in delivery management, customer relationship management, account and P&L management.

Nachiket Deshpande stands at the forefront of LTIMindtree’s strategic vision as the President of Global AI Services, Strategic Deals and Partnerships. With a keen focus on customer-centricity and a comprehensive approach to innovation, Nachiket has been pivotal in redefining how businesses can leverage artificial intelligence to navigate the complexities of a dynamic business landscape.

Under his leadership, LTIMindtree has established a robust AI Services framework encompassing AI Advisory, AI Engineering, and outcome-based Platform Operations reimagined through the lens of AI. He is responsible for driving growth in the “New AI Economy” and delivering integrated solutions that resonate deeply with clients’ evolving needs.

Nachiket’s expertise in building strategic relationships is evident in his spearheading of complex, multi-year client engagements. His ability to understand and anticipate client requirements ensures the delivery of tailored, innovative solutions that not only meet but exceed expectations. Nachiket plays a crucial role in leading strategic initiatives that enable LTIMindtree to expand quickly and effectively into new markets. His forward-thinking approach has helped the company acquire several businesses, thereby enhancing the company’s competitive edge. Noteworthy acquisitions under his stewardship include Cuelogic, Powerupcloud, Lymbyc, and Syncordis, alongside his significant contributions to the operational integration during the merger of LTI and Mindtree. Nachiket has held various leadership positions in the technology sector and has seen its evolution over the years. He is passionate about technology and loves talking about how it can bring innovation to businesses and day-to-day life. Nachiket believes that technology has the power to transform the way we live and work, and he is always eager to share his insights and expertise on the subject. At LTIMindtree, Nachiket is recognized as a chief problem solver, constantly inspiring his team and mentees to embrace a culture of innovation for the greater good. He holds a Bachelor’s degree in Electronics Engineering from College of Engineering, Pune.

Other details:

Other details:
Name of the Director	Mr. Nachiket Deshpande
DIN	08385028
Age (in Years)	51
Qualifcation	Refer brief profle as stated above
Experience and nature of expertise in specifc functional area (brief resume)
Date of frst appointment on the Board	May2, 2019
Terms and conditions of appointment	Appointed as Whole-time Director liable to retire by rotation with effect from May 2, 2019 and re-appointed at the 28thAnnual General Meeting held on June 26, 2024 for a period of fve years commencing from May 2, 2024 until May1, 2029.
Details of remunerationproposed to bepaid	Details of remuneration paid and to be paid are provided in the section ‘Explanatory Statement pursuant to Section 102 of the Companies Act, 2013’.
Details of remuneration paid during FY25

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Shareholding in the Company(number of shares as on the date of this Postal Ballot Notice)	22,792 equity shares of Rs. 1 each
Relationship with other Directors and Key Managerial Personnel(inter-se)	None
Number of Board Meetings attended during FY-25(upto the date of this Postal Ballot Notice)	7 out of 7
Directorships held in other companies(upto the* date of this Postal Ballot Notice)**	LTIMindtree Foundation
Membership/ Chairmanship of committees in all other companies(upto the date of this Postal Ballot Notice)	NIL
Name of listed companies from which Director has resigned inpast threeyears	NIL

*Does not include foreign Companies.

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