LTM LIMITED — Proxy Solicitation & Information Statement 2023

Oct 31, 2023

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LTIM/SE/STAT/2023-24/112

Date: October 31, 2023

National Stock Exchange of India Limited,

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

The BSE Limited,

Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001

NSE Symbol: LTIM

BSE Scrip Code: 540005

Dear Sir(s)/Madam,

Sub: Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Notice of Postal Ballot (including instructions for e-voting and statement under Section 102 of the Companies Act, 2013) which is also being sent to the shareholders via email today for seeking their approval through e-voting in respect of the following matters:

1. Approval for amendment of LTIMindtree Employee Stock Option Scheme 2015

2. Modification for grant of loan to LTIMindtree Employee Welfare Trust

Please take the above intimation on record.

Thanking you,

Yours faithfully,

For LTIMindtree Limited

Debashis Digitally signed by Debashis Debiprasad Debiprasad Chatterjee Date: 2023.10.31 16:57:36 Chatterjee +05'30' Debashis Chatterjee CEO & Managing Director DIN: 00823966

LTIMindtree Limited

(Formerly Larsen & Toubro Infotech Limited)

Branch office: Technology Tower 1, Gate No. 5, Saki Vihar Road, Powai, Mumbai - 400072, India. T: + 22 6776 6776 F: + 22 4313 0997

Registered Office: L&T House, N. M. Marg, Ballard Estate, Mumbai - 400 001. India www.ltimindtree.com, E-mail : info@ltimindtree.com, CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

LTIMINDTREE LIMITED

(Formerly Larsen & Toubro Infotech Limited)

CIN: L72900MH1996PLC104693

Registered Office: L&T House, Ballard Estate, Mumbai 400 001, India Corporate Office: 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: investor@ltimindtree.com; Website: www.ltimindtree.com

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Notice of Postal Ballot

[Pursuant to Sec�on 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administra�on) Rules, 2014]

NOTICE is hereby given that the resolu�ons set out below are proposed for approval of the members of LTIMindtree Limited ( “the Company” ) by means of Postal Ballot, only through “E‐ vo�ng” process, pursuant to the provisions of Sec�on 108 and 110 of the Companies Act, 2013 ( “Act” ) read with Rule 20 and Rule 22 of the Companies (Management and Administra�on) Rules, 2014 ( “Rules” ) and other applicable provisions, if any, of the Act and the Rules, Regula�on 44 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 ( “SEBI Lis�ng Regula�ons” ), Secretarial Standard on General Mee�ngs issued by the Ins�tute of Company Secretaries of India ( “SS‐2” ) and other applicable laws, rules and regula�ons.

1. Approval for amendment of LTIMindtree Employee Stock Op�on Scheme 2015

To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on :

“RESOLVED THAT pursuant to the provisions of Sec�on 62(1)(b) read with Rule 12 (5) of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules thereunder, Regula�on 3(1) and (7) of Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 (“SBEB Regula�ons”), the provisions of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”) including any statutory modifica�on(s) or re‐enactment(s) thereof for the �me being in force and relevant provisions of the Memorandum and Ar�cles of Associa�on of the Company, and subject to such other approval(s), consent(s), permission(s) and sanc�on(s) as may be necessary from the appropriate regulatory authority(ies)/ ins�tu�on(s) and such condi�ons and modifica�ons as may be prescribed/imposed by the appropriate regulatory authority(ies)/ ins�tu�on(s) while gran�ng such approval(s), consent(s), permission(s) and/or sanc�on(s), consent of the members be and is hereby accorded to the amendments in ‘LTIMindtree Employee Stock Op�on Scheme 2015’ read with internal rules made thereunder (“LTIM ESOP 2015”) to enable the trust route for carrying out administra�on ac�vi�es through the exis�ng irrevocable employee welfare trust of the Company namely ‘LTIMindtree Employee Welfare Trust’ (“Trust”), to amend the Termina�on Date clause and such consequen�al amendments in LTIM ESOP 2015 for its implementa�on and administra�on through trust route in conformity with the provisions of the SBEB Regula�ons and other applicable laws and authorizing the Board of Directors of the Company (hereina�er referred to as the “Board” which term shall be deemed to include any Commi�ee, including the Nomina�on and Remunera�on Commi�ee which the Board has cons�tuted) to superintend the LTIM ESOP 2015 on such terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the LTIM ESOP 2015.

2. Modification for grant of loan to LTIMindtree Employee Welfare Trust

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT in par�al modifica�on of the special resolu�on dated May 22, 2021 at agenda item no. 3 passed by erstwhile Mindtree Limited vide Postal Ballot no�ce dated April 16, 2021, rela�ng to grant of interest free unsecured loan, provide guarantee or security in connec�on with a loan or any other financial assistance to the ‘LTIMindtree Employee Welfare Trust’ (formerly known as Mindtree Employee Welfare Trust) ("Trust”), and pursuant to the provisions of Sec�on 62(1)(b), Sec�on 67(3)(b) of the Companies Act, 2013 read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, Regula�on 3(8) of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021, as amended from �me to �me, the relevant provisions of the Memorandum and Ar�cles of Associa�on of the Company, subject to such other approval(s), permission(s) and sanc�on(s) as may be necessary and subject to such condi�ons and modifica�ons as may be prescribed or imposed while gran�ng such approval(s), permission(s) and sanc�on(s), consent of the members of the Company be and is hereby accorded to grant loan, provide guarantee or security in connec�on with a loan granted or to be granted, or any other financial assistance, from �me to �me, in one or more tranches, to the Trust by such sum of money not exceeding 5% (Five Percent) of the aggregate of the paid up share capital and free reserves of the Company, with a view to enable the Trust to acquire/ subscribe equity shares of the Company, for the implementa�on and administra�on of LTIMindtree Employees Stock Op�on Plan 2021 and ‘LTIMindtree Employee Stock Op�on Scheme 2015’ (subject to approval of resolu�on at agenda item no. 1 of this postal ballot no�ce) (collec�vely referred to as “ESOP Plans”).”

“RESOLVED FURTHER THAT the Trust shall use the loan amount disbursed from �me to �me only for the purposes of the ESOP Plans strictly in accordance with the provisions of SBEB Regula�ons.”

“RESOLVED FURTHER THAT the loan provided by the Company shall be interest free with tenure of such loan based on terms of the ESOP Plans and shall be repayable to the Company from realiza�on of proceeds of exercise/ permi�ed sale/ transfer of Shares and any other eventual income of the Trust.”

By Order of the Board of Directors For LTIMindtree Limited

Sd/‐ Date: October 18, 2023 Debashis Cha�erjee Place: Mumbai CEO & Managing Director DIN: 00823966

NOTES :

• a) The Statement pursuant to Sec�on 102 of the Act se�ng out material facts for the proposed resolu�ons and disclosures as required under the SEBI Lis�ng Regula�ons, SBEB Regula�ons and SS‐2 forms part of this No�ce.

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• b) This No�ce is being sent to all the Members, whose name appear in the Register of Members or in the list of Beneficial Owners provided by Na�onal Securi�es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (‘Depositories’) as on Friday, October 27, 2023 (“Cut‐off date”). Any person who is not a Member as on the cut‐off date should treat this Postal Ballot No�ce for informa�on purposes only. The No�ce of Postal Ballot is being sent in electronic form only, to the members whose e‐mail address is registered with the Company/ Depository Par�cipant(s)/ Registrar and Share Transfer Agent (RTA).

• c) This No�ce of Postal Ballot shall also be available on the Company’s website at: h�ps://www.l�mindtree.com/investors/ and on the website of the Stock Exchanges i.e. BSE Limited at: www.bseindia.com and Na�onal Stock Exchange of India Limited at: www.nseindia.com and on the website of NSDL at h�ps://www.evo�ng.nsdl.com/

• d) The No�ce of Postal Ballot is being sent to those members who have registered their e‐mail address with the Company/Depositories/RTA in compliance with General Circular no. 17/2020 dated April 13, 2020 issued by Ministry of Corporate Affairs (MCA) read with General Circular No. 9/2023 dated September 25, 2023. The members may convey their assent or dissent to the proposed resolu�ons via e‐vo�ng only.

• 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 of the Company or the list of Beneficial Owners provided by the Depositories, will be en�tled to vote through e‐vo�ng.

• f) Contact details of the person responsible to address queries/grievances, if any, connected with vo�ng by Postal Ballot through electronic means: Anubhav Saxena, Deputy Manager, NSDL, Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai ‐ 400013 at evo�ng@nsdl.co.in or call nos.: 022 ‐ 4886 7000 and 022‐2499 7000.

• g) The resolu�ons, if passed by the requisite majority through e‐vo�ng, will be deemed to have been passed on the last date specified for vo�ng i.e., Thursday, November 30, 2023. Further, resolu�ons passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Mee�ng of the Members.

• h) Mandatory upda�on of PAN, KYC, Nomina�on and Bank details by Members

Members holding shares in physical form:

SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 dated November 3, 2021 read with SEBI/HO/MIRSD/MIRSD‐PoD‐1/P/CIR/2023/37 dated March 16, 2023, has mandated all listed en��es to ensure that shareholders holding equity shares in physical form shall update their PAN, KYC, Nomina�on and Bank account details (if not updated or provided earlier) through the respec�ve Registrar and Share Transfer Agent (RTA). In compliance with the above, the Company has sent individual le�ers to all the Members holding shares of the Company in physical form to furnish the required details to the Company’s Registrar and Share Transfer Agent (‘Company’s RTA’) on e‐mail ID: rnt.helpdesk@linkin�me.co.in and has also hosted the said communica�on on Company’s website at h�ps://www.l�mindtree.com/investors/. Any service request and/or complaint from member(s), cannot be processed by RTA un�l registra�on/upda�on of their PAN, KYC, Nomina�on and Bank account details are noted in RTA’s record. The relevant forms for upda�ng the record(s) of RTA are available on Company’s website h�ps://www.l�mindtree.com/investors/.

Members holding shares in demat form:

Members holding shares in demat form are requested to update PAN and other details with their Depository Par�cipant(s).

SEBI, vide Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated companies to issue securi�es in dematerialized form only, while processing service requests viz. issue of duplicate securi�es cer�ficate; claim from unclaimed suspense account; renewal/ exchange of securi�es cer�ficate; endorsement, sub‐ division/spli�ng, consolida�on of securi�es cer�ficate, transmission and transposi�on. Members are accordingly advised to get their shares held in physical form, dematerialized through their Depository Par�cipant.

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i) Registra�on of E‐mail ID by the Members:

Members who have not updated/registered their e‐mail ID are requested to update/register the same in the records of the Company/Depository, as the case may be, in the following manner:

• Members holding shares in Demat form:

• E‐mail ID can be updated through their respec�ve Depository Par�cipant(s)

• Members holding shares in Physical form:

• E‐mail ID can be updated through the Company’s RTA i.e. Link In�me India Private Limited

j) E‐Vo�ng:

• In compliance with the provisions of Sec�ons 108 and 110 of the Act read with Rules 20 and 22 of the Rules and Regula�on 44 of the SEBI Lis�ng Regula�ons, the Company has extended to the members (whether holding shares in physical or in demat form), the facility to exercise their right to vote on the resolu�ons proposed in this Postal Ballot No�ce by electronic means. The Company has engaged the services of Na�onal Securi�es Depository Limited (“NSDL”) to provide e‐vo�ng facility to its members.

• Any person whose name is recorded in the Register of Members or in the list of Beneficial Owners maintained by the Depositories, as on the Cut‐off date, shall be en�tled to avail the facility of e‐vo�ng.

• Vo�ng rights of the Members/Beneficial owners shall be reckoned on the basis of the paid‐up value of equity shares held by them as on the Cut‐off date. Once the vote has been cast by the Member, the Member would not be allowed to change it subsequently.

• The e‐vo�ng period will commence on Wednesday, November 1, 2023 at 9:00 AM (IST) (Server Time) and end on Thursday, November 30, 2023 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 website at https://www.evoting.nsdl.com/.The e‐vo�ng module shall be disabled by NSDL for vo�ng therea�er. Members are requested to read and follow the e‐vo�ng instruc�ons carefully as provided in this No�ce.

• Inspec�on of Documents: All the documents referred to in this Postal Ballot No�ce shall be available for inspec�on by the members electronically at the Registered Office of the Company on all working days during the business hours of the Company �ll the last date of the e‐vo�ng. Request in this regard may be sent at: investor@l�mindtree.com.

k) Declara�on of Vo�ng Results:

• The Board of Directors of the Company on October 18, 2023 has appointed Mr. Ashish O. Lalpuria, Practising Company Secretary (Membership No. FCS 9381 and Certificate of Practice No. 11155) as the Scrutinizer for conducting the Postal Ballot process, in a fair and transparent manner.

• After conclusion of the voting period and scrutiny of votes, the Scrutinizer will submit the report on votes cast in favour, against and invalid votes, if any, to the Chairman or any other person authorized by him, who shall countersign the same, and the result of the voting will be declared within two working days in accordance with Regulation 44(3) of SEBI Listing Regulations.

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

• 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., Thursday, November 30, 2023. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members .

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• l) Manner for e‐vo�ng by members in respect of ma�ers proposed for approval through this postal ballot is outlined hereunder:

‐ How do I vote electronically using NSDL e Vo�ng system?

The process to vote electronically on NSDL e‐Vo�ng system, consists of “Two Steps”, which are men�oned below:

STEP 1: ACCESS TO NSDL E‐VOTING SYSTEM

• A) Login method for e‐Vo�ng for individual shareholders holding securi�es in demat mode

In terms of the SEBI circular dated December 9, 2020 on e‐Vo�ng facility provided by listed companies, individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat account in order to access e‐Vo�ng facility.

Login method for individual shareholders holding securi�es in demat mode is given below:

Type of Shareholders

Login Method

Individual shareholders holding securi�es in demat mode with NSDL.

1. Exis�ng IDeAS user can visit the e‐Services website of NSDL viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e‐Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ sec�on, this will prompt you to enter your existing User ID and Password. After successful authen�ca�on, 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 companyname or e‐Voting service provider i.e. NSDL and you will be re‐ directed to e‐Voting website of NSDL for cas�ng your vote during the e‐voting period. 2. If you are not registered for IDeAS e‐Services, op�on to register is available ath�ps://eservices. nsdl.com.Select “Register Online for IDeAS Portal” or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e‐Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e‐ Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ sec�on. 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 Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e‐Vo�ng page. Click on company name or e‐ Vo�ng service provider i.e. NSDL and you will be redirected to e‐Vo�ng website of NSDL for cas�ng your vote during the e‐vo�ng period. 4. Shareholders/Member can also download NSDL Mobile

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App “NSDL Speede” facility by scanning the QR code men�oned below for seamless vo�ng experience.

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	App “NSDL Speede” facility by scanning the QR code men�oned below for seamless vo�ng experience.
Individual Shareholders holding securi�es in demat mode with CDSL	1. 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 websitewww.cdslindia.com and click on login icon & New System Myeasi Tab, and then use their existing my Easi/Easiest username & password. 2. 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. _4. _Alternatively, the user can directly access e‐Voting page by providing Demat Account Number and PAN No. from e‐Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. 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‐Voting Service Providers.
Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants	You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e‐vo�ng facility. Upon logging in, you will be able to see the e‐vo�ng op�on. Click on the e‐vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see the e‐vo�ng feature. Click on company name or e‐Vo�ng service provider i.e. NSDL and you will be redirected to e‐Vo�ng website of NSDL for cas�ng your vote during the e‐vo�ng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

Login type	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue to login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.inor call nos.: 022 ‐ 4886 7000 and 022‐2499 7000
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue to login can contact CDSL helpdesk by sending a request at helpdesk.evo�ng@cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es 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 Par�cipant(s)]:

How to log‐in to NSDL e‐Vo�ng website?

• i. Visit the e‐Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

• ii. Once the home page of e‐Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on.

• iii. A new screen will open. You will have to enter your User ID, your Password/OTP and

Alterna�vely, if you are registered for NSDL e‐services i.e. IDEAS, you can log‐in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log‐in to NSDL eservices a�er using your log‐in creden�als, click on e‐Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

• iv. Your User ID details are given below:

Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members 8 Character DP ID followed by 8 Digit Client who hold ID shares in demat For example, if your DP ID is IN300 and account with Client ID is 12 then your user ID is NSDL. IN30012**

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Manner of holding shares Your User ID is: i.e. Demat (NSDL or CDSL) or Physical

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 CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
b) 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‐vo�ng, then you can use your exis�ng password to login and cast your vote.

• b. If you are using NSDL e‐vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.

• c. How to retrieve your ‘ini�al password’?

If your email ID is registered in your demat account or with the company, your ‘ini�al 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 a�achment 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 ‘ini�al password’.

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

(vi) If you are unable to retrieve or have not received the “Ini�al 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) op�on available on www.evo�ng.nsdl.com.

• b. “Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www. evo�ng.nsdl.com

• c. If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning 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 cas�ng the votes on the e‐Vo�ng system of NSDL.

• (vii) A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

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

• (ix) A�er you click on the “Login” bu�on, Home page of e‐Vo�ng will open.

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

How to cast your vote electronically on NSDL e‐Vo�ng system?

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

2. Select “EVEN” of the company for which you wish to cast your vote during the e‐vo�ng period.

3. Now you are ready for e‐Vo�ng as the vo�ng page opens.

4. Cast your vote by selec�ng the appropriate op�on 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 confirma�on, 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 op�on on the confirma�on page.

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

General guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e‐mail to ashishlalpuria@yahoo.co.in with a copy marked to evo�ng@nsdl.co.in Ins�tu�onal shareholders can also upload the Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on “Upload Board Resolu�on / Authority Le�er” displayed under “e‐Vo�ng” 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 confiden�al. Login to the e‐vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, please go through the “Forgot User Details/Password?” or “Physical User Reset Password?” op�on available on www.evo�ng.nsdl.com to reset the password.

3. In case of any query, please refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e‐vo�ng user manual for Shareholders available in the download sec�on of www.evo�ng.nsdl.com or call nos.: 022 ‐ 4886 7000 and 022‐2499 7000 or send a request to Mr. Anubhav Saxena at evo�ng@nsdl.co.in

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Process for shareholders whose e‐mail id is not registered with the depositories or with RTA, to procure user id and password and registra�on of e‐mail id for e‐vo�ng for the resolu�ons set out in this no�ce:

1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scan copy of the share cer�ficate (front and back), PAN (self‐a�ested scan of PAN card), AADHAR (self‐a�ested scan of Aadhar Card) by email to investor@l�mindtree.com. A�er you receive the log‐in creden�als, please refer to the login method explained at Step 1(B).

2. In case shares are held in demat mode, please provide DPID‐CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self‐a�ested scan of PAN card), AADHAR (self‐a�ested scan of Aadhar Card) to investor@l�mindtree.com. A�er you receive the log‐in creden�als, please refer to the login method explained at Step 1(A).

3. Alterna�vely, shareholder/members may send a request at evo�ng@nsdl.co.in for procuring user id and password for e‐vo�ng along with the above‐ men�oned documents.

4. In terms of SEBI circular dated December 9, 2020 on e‐Vo�ng facility provided by listed Companies, individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e‐Vo�ng facility.

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Explanatory Statement pursuant to Sec�on 102 of the Companies Act, 2013 read with Regula�on 6 of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021.

Item No. 1

Equity based compensa�on is considered to be an integral part of employee compensa�on across sectors which enables alignment of personal goals of the employees with organiza�onal objec�ves by par�cipa�ng in the ownership of the Company through stock‐based compensa�on scheme.

Your Company had already implemented an employee stock op�on scheme namely ‘LTIMindtree Employee Stock Op�on Scheme 2015’ (“LTIM ESOP 2015”) (formerly known as Larsen & Toubro Infotech Limited Employee Stock Op�on Scheme 2015) which was approved by the members by way of special resolu�on at the Extra Ordinary General Mee�ng held on September 14, 2015. Further, post IPO, the Company had also obtained consent of the members for ra�fica�on of the LTIM ESOP 2015 on September 8, 2016.

It may be noted that currently, the LTIM ESOP 2015 is administered by Nomina�on and Remunera�on Commi�ee (“Commi�ee”) and implemented through direct route.

As you are aware, Mindtree Limited was merged with Larsen & Toubro Infotech Limited (LTI) with effect from November 14, 2022. Subsequently, the name of LTI has been changed to LTIMindtree Limited. Pursuant to the aforesaid merger, the Mindtree Employees Stock Op�on Plan 2021 (presently known as LTIMindtree Employees Stock Op�on Plan 2021) which was administered through an Employee Welfare Trust namely ‘Mindtree Employee Welfare Trust’ (presently known as LTIMindtree Employee Welfare Trust) ("Trust”) became a part of the Company.

With view to administer both the stock op�on schemes through the Trust for the sake of convenience, and to bring‐in efficiency in terms of reduced �me and cost for processing of exercise and transfer of shares, it is thought expedient to seek amendments in LTIM ESOP 2015 to enable trust route while keeping the same source of equity i.e primary issue.

Further, the termina�on date of LTIM ESOP 2015 is up to the 10th anniversary from the date of implementa�on of the scheme. It is also proposed to extend the said termina�on date un�l (i) its termina�on by the Board or Commi�ee as per provisions of applicable laws, or (ii) the date on which all the employee stock op�ons (“Op�ons”) available for grant under LTIM ESOP 2015 have been issued and exercised, whichever is earlier. This will help the Company to u�lize the Op�ons being available from �me to �me (out of forfeitures and cancella�ons) for fresh grant under LTIM ESOP 2015.

Accordingly, the Nomina�on and Remunera�on Commi�ee and the Board of Directors (“Board”) of the Company, at their respec�ve mee�ngs held on October 18, 2023, had approved the aforesaid amendments, subject to your approval. The proposed amendments are not prejudicial to the interests of the employees. The beneficiaries of such amendments shall be both i.e. the exis�ng Op�on holders and future eligible employees who may be granted Op�ons under the LTIM ESOP 2015.

Given the ra�onale above, the Company seeks your approval by way of a special resolu�on in terms of Proviso 2 to Regula�on 3(1) and Regula�on 7 of the Securi�es and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 (“SBEB Regula�ons”).

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In terms of Sec�on 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Regula�on 6 of the SBEB Regula�ons, the salient features of the LTIM ESOP 2015 with respect to the proposed amendments are as follows:

Sl. No.	Par�culars	Details
1	Brief descrip�on of the Scheme(s)	In view of the aforesaid objec�ves, LTIM ESOP 2015 is envisaged to reward those employees who contribute signifcantly to the Company’s proftability and shareholders’ value as well as encourage improvement in performance and reten�on of talent. The Nomina�on and Remunera�on Commi�ee (NRC) shall act as the Compensa�on Commi�ee for the administra�on of the LTIM ESOP 2015. All ques�ons of interpreta�on of the LTIM ESOP 2015 shall be determined by the NRC and such determina�on shall be fnal and binding upon all persons having an interest in the Scheme.
2	The total number of op�ons to be ofered and granted	The total number of op�ons to be ofered and granted shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
3	Iden�fca�on of classes of employees en�tled to par�cipate and be benefciaries in the Scheme	Iden�fca�on of classes of employees en�tled to par�cipate and be benefciaries in the Scheme shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
4	Requirements of ves�ng and period of ves�ng	The requirements of ves�ng and period of ves�ng shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
5	Maximum period within which the Op�ons shall be vested	The maximum period within which the Op�ons shall be vested shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
6	Exercise price or pricing formula	The exercise price or pricing formula shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
7	Exercise period and process of exercise	Exercise period shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change. However, the process of exercise shall be administered and carried out through the Trust.

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8	The appraisal process for determining the eligibility of employees for the Scheme	The appraisal process for determining the eligibility of employees for the LTIM ESOP 2015 shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
9	Maximum number of Op�ons to be ofered and issued per employee and in aggregate	Maximum number of Op�ons to be ofered and issued per employee and in aggregate shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
10	Maximum quantum of benefts to be provided per employee under the Scheme	Maximum quantum of benefts to be provided per employee under the LTIM ESOP 2015 shall remain the same as last approved by the members at relevant �mes in the past and the current proposal doesn’t contemplate any change.
11	Whether the scheme is to be implemented and administered directly by the company or through a trust	The LTIM ESOP 2015 shall be implemented and administered through Trust and supervised by the Nomina�on and Remunera�on Commi�ee.
12	Whether the Scheme involves new issue of shares by the company or secondary acquisi�on by the trust or both	The LTIM ESOP 2015 contemplates issue of fresh/primary equity shares by the Company.
13	The amount of loan to be provided for implementa�on of the scheme by the company to the trust, its tenure, u�liza�on, repayment terms, etc.	The Company shall provide necessary fnancial assistance by grant of loan, provision of guarantee or security in connec�on with a loan to the Trust, subject to 5% (Five Percentage) of the paid up capital and free reserves, being the statutory ceiling under SBEB Regula�ons. The loan amount may be disbursed in one or more tranches.
14	Maximum percentage of secondary acquisi�on (subject to limits specifed under the regula�ons) that can be made by the trust for the purposes of the scheme	Not Applicable. Since this is currently not contemplated under LTIM ESOP 2015.
15	A statement to the efect that the company shall conform to the accoun�ng policies specifed in regula�on 15	The Company shall follow the IND AS 102 on Share‐based payments and/or any relevant accoun�ng standards/ guidance note as may be prescribed by the Ins�tute of Chartered Accountants of India or any other competent authority, from �me to �me, including the disclosure requirements prescribed therein, in compliance with Regula�on 15 of SBEB Regula�ons.

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16	The method which the company shall use to value its Op�ons	The Company shall adopt ‘fair value method’ for valua�on of Op�ons as prescribed under IND AS 102 on Share‐based payments or any accoun�ng standard/ guidance note, as applicable, no�fed by competent authori�es from �me to �me.
17	The statement, if applicable	The below Statement is not applicable to the Company since the Company is op�ng for the Fair Value Method. 'In case the Company opts for expensing of share based employee benefts using the intrinsic value, the diference between the employee compensa�on cost so computed and the employee compensa�on cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors' report and the impact of this diference on profts and on earnings per share ("EPS") of the company shall also be disclosed in the Directors' report'.
18	Period of lock‐in	The Shares issued pursuant to exercise of vested Op�ons shall not be subject to any lock‐in period restric�on in general. Usual restric�ons as may be prescribed under the applicable laws including that under the Securi�es Dealing Code framed, by the Company under the Securi�es and Exchange Board of India (Prohibi�on of Insider Trading), Regula�ons, 2015, as amended, shall apply.
19	Terms & condi�ons for buyback, if any	Subject to the provisions of the applicable laws, the Board shall determine the procedure for buy‐back of the specifed securi�es/Op�ons if to be undertaken at any �me by the Company and the applicable terms and condi�ons thereof.

A copy of both exis�ng and dra� amended LTIM ESOP 2015 shall be available for inspec�on by the members electronically at the Registered Office of the Company on all working days during the business hours of the Company �ll the last date of the e‐vo�ng.

None of the Directors, Key Managerial Personnel of the Company including their rela�ves are interested or concerned in the resolu�ons, except to the extent of op�ons granted/may be lawfully granted under the LTIM ESOP 2015.

Consent of the members is being sought by way of a special resolu�on pursuant to Sec�on 62(1)(b) read with Rule 12 (5) of the Companies (Share Capital and Debentures) Rules, 2014 and Regula�on 3(1) and (7) of the SBEB Regula�ons.

The Board recommends the resolu�on set out at Item No. 1 in this no�ce, for approval of the members by way of Special Resolu�on.

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Item No. 2

The Members of erstwhile Mindtree Limited vide resolu�on dated May 22, 2021 had accorded their consent for grant of an interest free unsecured loan to the Trust set‐up by erstwhile Mindtree Limited, for the implementa�on and administra�on of the Mindtree Employees Stock Op�on Plan 2021 (presently known as LTIMindtree Employees Stock Op�on Plan 2021).

The Company intends to change the administra�on route of ‘LTIMindtree Employee Stock Op�on Scheme 2015’ (“LTIM ESOP 2015”) through its irrevocable employee welfare trust namely ‘LTIMindtree Employee Welfare Trust’ ("Trust”) for which approval is being sought from the members in separate resolu�on at Item No. 1.

In view of the above, for enabling and facilita�ng the Trust to acquire the equity shares by primary source under LTIM ESOP 2015, it is proposed to make par�al modifica�on in the earlier resolu�on approved by the shareholders and extend the approval for grant of loan by the Company to the Trust for administra�on of LTIM ESOP 2015 in addi�on to LTIMindtree Employee Stock Op�on Plan 2021. The amount of loan to be granted to the Trust shall not exceed 5% (Five percentage) of the aggregate of the paid up equity share capital and free reserves of the Company being the statutory ceiling as per the Sec�on 67(3)(b) of the Companies Act, 2013 read with Rule 16(1)(d) of the Companies (Share Capital and Debentures) Rules, 2014 and relevant provisions of the Securi�es and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regula�ons, 2021.

The loan provided by the Company shall be interest free with tenure of such loan based on term of the LTIM ESOP 2015 and shall be repayable to the Company upon realiza�on of proceeds on permi�ed sale/ transfer of shares including realiza�on of exercise price and any other eventual income of the Trust.

The Disclosures as per Rule 16 of Companies (Share capital and Debentures) Rules, 2014, are as under:

a. The class of employees for whose benefit the Plan is being implemented and money is being provided for acquisi�on of the Shares:

Apart from the eligible employees as covered under the LTIMindtree Employee Stock Op�on Plan 2021, the following addi�onal classes of employees as covered under LTIM ESOP 2015 are eligible being:

i. All permanent employees (including Execu�ve Directors and Non‐Execu�ve Directors but excluding the Independent Directors) of the Company and its subsidiaries or the holding company or an associate company on the date of grant, including new joinees, as may be decided by the Board.

ii. The employees of Subsidiary/Holding Companies which have implemented a Stock Op�on Scheme will not be eligible for this LTIM ESOP 2015, unless otherwise decided by the Board.

Employees holding 10% of the outstanding share capital of the Company’s equity share capital at any �me a�er the commencement of this LTIM ESOP 2015 will not be eligible for grant of Op�ons.

Employee who is a promoter or a person belonging to the promoter group; and Director, who either himself or through his rela�ve or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, will not be eligible for grant of Op�ons.

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b. The par�culars of the Trustees or employees in whose favour such Shares are to be registered:

It is contemplated that designated trustees on behalf of Trust shall acquire and hold the shares of the Company in due compliance of the SBEB Regula�ons and Companies Act, 2013. An employee shall be a registered owner of shares pursuant to exercise of vested op�ons and transfer of corresponding number of shares by the trust.

The par�culars of trust and name, address, occupa�on and na�onality of trustees and their rela�onship with the promoters, directors or key managerial personnel, if any:

The Trust is in the nature of an irrevocable employee welfare trust with the name LTIMindtree Employee Welfare Trust’ having its principal office at LTIMindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru – 560059.

c. Par�culars of the Trustees:

Sl. No.	Name	Address	Occupa�on	Na�onality
1	Mr. Senthil Kumar	LTIMindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru – 560059	Service	Indian
2	Mr. Shankaran Ramachandran	LTIMindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru – 560059	Service	Indian
3	Ms. Sajitha Manoj	LTIMindtree Limited, Global Village, RVCE Post, Mysore Road, Bengaluru – 560059	Service	Indian

The Trustees have no rela�onship with the Promoters, Directors, or Key Managerial Personnel of the Company.

d. Any interest of key managerial personnel, directors or promoters in such Plan or trust and effect thereof:

Promoters are not eligible to be covered under LTIM ESOP 2015. However, Key Managerial Personnel and Directors (excluding Independent Directors) may be covered under LTIM ESOP 2015 in due compliance with relevant applicable SBEB Regula�ons.

e. The detailed par�culars of benefits which will accrue to the employees from the implementa�on of the Plan:

The maximum benefits that will be provided to any eligible employee under LTIM ESOP 2015 will be the difference between the market value of Company’s Shares on the stock exchanges as on the date of exercise of op�ons and the exercise price paid by the employee.

Apart from grant of op�ons as stated above, no other benefits are contemplated under LTIM ESOP 2015.

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f. The details about who would exercise and how the vo�ng rights in respect of the shares to be acquired under the Plan would be exercised:

The trustees of the Trust shall not vote in respect of shares held in the Trust as per extant SBEB Regula�ons. In this circumstance, the vo�ng rights can be exercised by an eligible employee only when the shares are transferred by the Trust to him/her upon exercise.

None of the Directors and / or Key Managerial Personnel of the Company including their rela�ves are interested or concerned in the Trust/ resolu�on, except to the extent of their en�tlements, if any, under LTIM ESOP 2015.

Consent of the members is being sought by way of a special resolu�on pursuant to the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014 read with Regula�on 3(8) of the SBEB Regula�ons.

The Board recommends the resolu�on set out at Item No. 2 in this no�ce, for approval of the members by way of Special Resolu�on.

By Order of the Board of Directors For LTIMindtree Limited

Sd/‐

Date: October 18, 2023 Sd/‐ Place: Mumbai Debashis Cha�erjee

CEO & Managing Director

DIN: 00823966

LTIMindtree Limited

Registered Office: L&T House, Ballard Estate, Mumbai 400 001, India

Corporate Office: 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: investor@ltimindtree.com; Website: www.ltimindtree.com

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