LTIMindtree : AGM Notice – 17 July 2023

Notice of the Twenty Seventh AGM

LTIMINDTREE LIMITED

(Formerly Larsen & Toubro Infotech Limited)

CIN: L72900MH1996PLC104693

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

Tel: [phone]; Fax: [phone]

E-mail:[e-mail]; Website:www.ltimindtree.com

NOTICE OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty Seventh (27th) Annual	made thereunder and the SEBI (Listing Obligations and Disclosure
General Meeting ('AGM') of the members of LTIMindtree Limited	Requirements) Regulations, 2015, upon recommendation of
('LTIMindtree') will be held on Monday, July 17, 2023 at 3:45 p.m.	Nomination and Remuneration Committee and approval of Board
(IST) through Video Conferencing (VC)/Other Audio Visual Means	of Directors, consent of the members be and is hereby accorded to
(OAVM) to transact the following business:	the revised remuneration of Mr. Sudhir Chaturvedi (DIN:07180115),
		Whole-Time Director & President-Markets with effect from
Ordinary Business	April 1, 2023, for the remaining period of his present tenure
1.	To consider and adopt the Audited Standalone Financial Statements	as Whole-time Director upto November 8, 2026, as set out in
the Statement pursuant to Sec.102(1) of the Companies Act,
	of the Company for the year ended March 31, 2023 and the reports
	2013 forming part of the Notice convening the 27th Annual
	of the Board of Directors and Auditor thereon; and the Audited
	General Meeting, and save as above, the other terms and
	Consolidated Financial Statements of the Company for the year
	conditions of his appointment and remuneration approved
	ended March 31, 2023 and the report of the Auditor thereon.
	by the members at their 25th Annual General Meeting held on
2. To declare a final dividend of H 40/- per equity share of face value	July 17, 2021 shall remain unchanged.
	of H 1/- each, for the Financial Year 2022-23.	RESOLVED FURTHER THAT in the event of loss or inadequacy of
3. To appoint a Director in place of Mr. Sudhir Chaturvedi	profit of the Company in any financial year during the tenure of
	(DIN:07180115), who retires by rotation, and being eligible, has	Mr. Sudhir Chaturvedi as Whole-Time Director, the remuneration as
	offered himself for re-appointment.	provided in the Explanatory Statement forming part of the Notice
4.	To appoint a Director in place of Mr. Anilkumar Manibhai Naik	convening the 27th Annual General Meeting or the increased/
revised remuneration as approved by the Board of Directors from
	(DIN:00001514), who retires by rotation, and being eligible, has
	time to time, shall be paid to Mr. Sudhir Chaturvedi subject to such
	offered himself for re-appointment until conclusion of the Annual
	approvals as may be necessary and the limits prescribed under
	General Meeting to be held in calendar year 2024.
	Section 197 read with Schedule V of the Companies Act, 2013.
Special Business	RESOLVED FURTHER THAT for the purpose of giving effect to the
5.	To consider, and if thought fit, pass the following resolution	foregoing resolutions, the Board of Directors (which term shall be
deemed to include any committee of the Board authorized in the
	as SPECIAL RESOLUTION:
	said behalf) be and is hereby authorized to do all such acts, deeds
	Re-appointment of Mr. Anilkumar Manibhai Naik as	and things as it may in its absolute discretion deem necessary,
	Non-Executive Director	proper or desirable and to settle any question, difficulty or doubt
	"RESOLVED THAT pursuant to the provisions of the applicable	that may arise in respect of the aforesaid, without being required to
	seek any further consent or approval of members of the Company,
	laws, the Articles of Association of the Company and upon
	to the end and intent that they shall be deemed to have given
	recommendation of the Board of Directors, Mr. Anilkumar Manibhai
	their approval thereto expressly by the authority of the aforesaid
	Naik (DIN:00001514), who has attained the age of seventy five
	resolutions."
	years and who retires by rotation, and being eligible, has offered
	himself for re-appointment, be and is hereby re-appointed as 7.	To consider, and if thought fit, pass the following resolution
	Non-Executive Director to hold office until conclusion of the Annual	as ORDINARY RESOLUTION:
	General Meeting to be held in calendar year 2024."	Transactions with Larsen & Toubro Limited, Holding
6.	To consider, and if thought fit, pass the following resolution	Company (Related Party Transactions)
	as ORDINARY RESOLUTION:	"RESOLVED THAT pursuant to Regulation 23(4) and other
	Revision of remuneration of Mr. Sudhir Chaturvedi, Whole-	applicable provisions, if any of the SEBI (Listing Obligations
	time Director & President-Markets	and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
	"RESOLVED THAT pursuant to Sections 196, 197 and other	Regulations"), the Companies Act, 2013 and Rules made thereunder,
	read with the circulars issued by the Securities and Exchange Board
	applicable provisions, if any of the Companies Act, 2013, Rules

LTIMindtree Limited | Integrated Annual Report 2022-23

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of India from time to time, and the Company's Policy on Related Party Transactions, upon recommendation/ approval of Audit Committee and Board of Directors, consent of the Members be and is hereby accorded to enter into and/or continue to enter into contract(s)/transaction(s) with Larsen & Toubro Limited (Holding Company), a Related Party within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, in the nature of a) sale, purchase, lease or supply of goods or business assets or property or equipment; b) availing or rendering of services including the use of Trademark, and availing Corporate bank guarantee to provide to LTIMindtree customers, etc.; and c) transfer of any resources, services or obligations to meet business objectives/requirements ("Related Party Transactions"), upto an amount of H 2,000 crore, valid from the date of the 27th Annual General Meeting until the 28th Annual General Meeting to be held in calendar year 2024, on such terms and conditions as the Audit Committee and/or Board of Directors may deem fit.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of its powers in terms of the foregoing resolution, to any Committee of Directors and/or Director(s) and/or official(s) of the Company, and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, including but not limited to finalizing the terms and conditions, executing necessary documents and settling all issues that may arise for the purpose of the Related Party Transactions with Larsen and Toubro Limited, without being required to seek further consent or approval of the members of the Company, to the end and intent they shall be deemed to have given their approval thereto expressly by the authority of aforesaid resolution."

By order of the Board of Directors

For LTIMindtree Limited

Date : May 12, 2023	Tridib Barat
Place : Mumbai	Company Secretary and Compliance Officer

2	Getting to the future, faster. Together.

NOTES:

1. The Statement pursuant to Section 102 of the Companies Act, 2013 ('Act') in respect of Item Nos. 5, 6 & 7 of the Notice, is annexed hereto. Further, disclosures in relation to item nos. 3, 4, 5 & 6 of the Notice, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and the Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India ('SS-2') forms part of this notice.
2. Ministry of Corporate Affairs (MCA) vide its General Circular No. 10/2022 dated December 28, 2022 read with the circulars issued earlier on the subject (collectively referred to as 'MCA Circulars') and SEBI vide its Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 read with the circulars issued earlier on the subject (collectively referred to as "SEBI Circulars"), have permitted holding Annual General Meeting ("AGM") through VC/ OAVM, without physical presence of the Members at a common venue.
   In compliance with the MCA Circulars and SEBI Circulars, the provisions of the Act and the SEBI Listing Regulations, the 27th AGM is being held through VC/OAVM. In view of the same, the registered office of the Company shall be deemed to be the venue of the AGM.
   The Notice of AGM along with the Annual Report for FY23 is being sent by electronic mode to those members whose e-mail address is registered with the Company/Depositories, unless a member has requested for physical copy of the same. Members may note that the Notice of AGM and Annual Report for FY23 will also be available on the Company's website www.ltimindtree.com, website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.comand www.nseindia.com, respectively and on the website of National Securities Depository Limited (NSDL) at https://www.evoting. nsdl.com. The Company will also publish advertisement in the newspapers containing details of the AGM to be conducted via VC/OAVM, and other relevant information for the shareholders viz. manner of registering e-mail Id. of those shareholders who have not registered their e-mail address with the Company/Registrar and Share Transfer Agent (RTA), noting of mandate for payment of dividend, etc.
3. Since the AGM is being held through VC/OAVM, route map to the venue is not required and therefore, the same is not annexed to this Notice.
4. Members attending the meeting through VC/OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act. Members holding equity shares of the Company as on Monday, July 10, 2023 ('Cut-off date') can join the meeting anytime 30 minutes before commencement of the AGM by following the procedure outlined in Annexure - 2 of the Notice.
5. Attendance through VC/OAVM is restricted and hence, members may join the meeting on first-come-first-served basis. However, attendance of members holding more than 2% of the paid-up share capital of the Company, institutional investors, directors, key managerial personnel, Chairperson of Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee and Auditor will not be restricted on first- come-first-served basis.

LTIMindtree Limited | Integrated Annual Report 2022-23

Notice of the Twenty Seventh AGM

1. Appointment of Proxy and Attendance Slip: Section 105 of the Act read with Rule 19 of the Companies (Management and Administration) Rules, 2014 provides for appointment of proxy to attend and vote at a general meeting on behalf of the member who is not able to physically attend the AGM. Since the 27th AGM is being held through VC/OAVM and in accordance with the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility of appointment of proxy would not be available to the Members for attending the 27th AGM and therefore proxy form and attendance slip are not annexed to this Notice.
2. Corporate shareholders/institutional shareholders intending to send their authorised representative(s) to attend and vote at the 27th AGM are requested to send from their registered e-mail address, scan copy of the relevant Board Resolution/ Authority Letter, etc. authorizing their representative(s) to vote, to the Scrutinizer on his e-mail ID at [e-mail] a copy marked to [e-mail] [e-mail]
3. Record Date: Members may kindly note that Monday, July 10, 2023 has been fixed as the "Record Date" to determine entitlement of members to the final dividend for the financial year 2022-23.
4. Dividend:
5. 1. Pursuant to Finance Act, 2020, dividend income is taxable in the hands of members w.e.f. April 1, 2020. Accordingly, the final dividend, as recommended by the Board of Directors, and if approved at 27th AGM, shall be paid after deducting tax at source ('TDS') at the prescribed rates in accordance with the provisions of the Income Tax Act, 1961, within 30 days from the date of declaration:
   2. • to the members in respect of equity shares held by them in physical form, whose name appear as member in the Company's Register of Members as on close of business hours on Monday, July 10, 2023; and
      • to the beneficial owners in respect of equity shares held by them in dematerialized form whose name appear in the list of beneficial owners furnished by NSDL and Central Depository Services (India) Limited ('CDSL'), as on close of business hours on Monday, July 10, 2023.
   3. For information on TDS, please refer Annexure-1 to this Notice on "TDS instructions on Dividend distribution".
   4. In case of members whose bank details are not updated in the records of the Company's Registrar and Share Transfer Agent/Depositories before close of business hours on Monday, July 10, 2023 or in case the Company is unable to pay the dividend to any member directly in his/her bank account via electronic clearing service, the Company shall dispatch draft/cheque to such member(s) by post.
6. Mandatory updation of PAN, KYC, Nomination 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 Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated

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December 14, 2021 and Circular No. SEBI/HO/MIRSD/MIRSD-PoD-		the duly filled forms may be sent to the Company's RTA at the
1/P/CIR/2023/37 dated March 16, 2023, has mandated all listed		earliest, preferably on or before Monday, July 10, 2023.
entities to ensure that shareholders holding equity shares in physical		Members holding shares in demat form
form shall update their PAN, KYC, Nomination and Bank account
details (if not updated or provided earlier) through the respective RTA.		Members holding shares in demat form are requested to update
In line with the same, the Company has sent individual letters to all		PAN and other details with their Depository Participant(s).
the Members holding shares of the Company in physical form to	k)	SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/
furnish the required details to the Company's Registrar and Share
	CIR/2022/8 dated January 25, 2022 has mandated companies
Transfer Agent ('Company's RTA') on e-mail Id.: rnt.helpdesk@
	to issue securities in dematerialized form only, while processing
linkintime.co.inand has also hosted the said communication on
	service requests viz. issue of duplicate securities certificate, claim
Company's website athttps://www.ltimindtree.com/investors/.
	from unclaimed suspense account, renewal/exchange of securities
Service request or investor complaint from any member, cannot
	certificate, endorsement, sub-division/splitting, consolidation of
be processed by RTA until registration/updation of PAN, KYC,
	securities certificate, transmission and transposition. Members
Nomination and Bank account details in the records of Company's
	are accordingly advised to get their shares held in physical form
RTA. The relevant forms for updating the records are available on
	dematerialized through a Depository Participant.
Company's websitehttps://www.ltimindtree.com/investors/and

1. Unclaimed Dividend: Details of unclaimed dividend, including unclaimed dividend of Mindtree Limited (Mindtree) are available on the Company's website https://www.ltimindtree.com/investors/
   In compliance with Section 124 of the Act and Rules made thereunder, unclaimed dividend and equity shares in respect whereof dividend remains unclaimed for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF) during the Financial Year 2023-24, as per details given below:

Particulars		Date of declaration		Due date for transfer to IEPF		Declared by
IV Interim dividend FY2015-16		March 23, 2016		April 28, 2023		Mindtree
Final dividend FY2015-16		May 31, 2016		July 06, 2023		LTIMindtree
Final dividend FY2015-16		July 19, 2016		August 24, 2023		Mindtree
I Interim dividend FY2016-17		October 21, 2016		November 26, 2023		Mindtree
Interim dividend FY2016-17		November 09, 2016		December 15, 2023		LTIMindtree
II Interim dividend FY2016-17		January 19, 2017		February 24, 2024		Mindtree

Members who wish to claim their unclaimed dividend(s) may send a written request to the Company on e-mail Id. [e-mail] to the Company's RTA on e-mail Id. [e-mail] by post to RTA's address at C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, Maharashtra, India, at least 30 days prior to the due date for transfer to IEPF.

1. Electronic dissemination of AGM Notice and Integrated Annual Report: Electronic/digital copy of the Integrated Annual Report for FY23 and Notice of 27th AGM are being sent to all the Members whose e-mailId. is registered with the Company/Depositories. Members who have not registered their e-mailId. may get the same registered by following the instruction mentioned at para (j) above.
2. Inspection of documents: The statutory registers maintained under Section 170 and Section 189 of the Act shall be made available for inspection to the members by accessing the NSDL e-voting platform at https://www.evoting.nsdl.com, in the remote e-voting period and during the 27th AGM.
3. Speaker registration/facility for non-speakers:

Registration as speaker at the AGM

Facility for non-speakers

Process

Members who wish to raise query at the AGM may register themselves as 'Speaker' by sending request to the said effect from their registered e-mail address, to e-mail Id: [e-mail] their name, DP Id. and Client Id./Folio number, on or before Wednesday, July 12, 2023.

Members who wish to obtain any information on the Integrated Annual Report for FY23 or have questions on the financial statements and/or matters to be placed at the 27th AGM, may send a communication from their registered e-mail address to e-mail Id. [e-mail] their name, DP Id. and Client Id./Folio number, on or before Wednesday, July 12, 2023.

The Company reserves the right to restrict the number of questions and/or number of speakers during the AGM, depending upon availability of time and for smooth conduct of the meeting. However, the Company will endeavour to respond to the questions which have remained unanswered during the meeting to the respective shareholder, over e-mail.

4	Getting to the future, faster. Together.

				Notice of the Twenty Seventh AGM
p) E-voting:			a request at [e-mail] Issuer/RTA. However, if you
•	In accordance with the provisions of Section 108 of the		are already registered with NSDL for remote e-voting, then you
	Act read with Rule 20 of the Companies (Management and		can use your existing user ID and password for casting your
	Administration) Rules, 2014, SS-2 and Regulation 44 of the SEBI		vote. If you forgot your password, you can reset your password
	Listing Regulations, the Company has extended the facility of		by using "Forgot User Details/Password" or "Physical User
	voting through electronic means including 'Remote e-voting'		Reset Password" option available on www.evoting.nsdl.com
	(e-voting other than at the AGM), to transact the business		or call on 022 - 4886 7000 and 022 - 2499 7000. In case of
	mentioned in the notice of 27th AGM.			Individual Shareholders holding securities in demat mode who
• Necessary arrangements have been made by the Company with		acquires shares of the Company and becomes a Member of the
	Company after sending of the Notice and holding shares as of
	NSDL to facilitate 'Remote e-voting' as well as e-voting at the
		the cut-off date i.e. July 10, 2023 may follow steps mentioned
	AGM to be held through VC/OAVM facility. Members shall have
		in the Notice of the AGM under Annexure-2.
	the option to vote either through remote e-voting or voting
	through electronic means at the AGM.		•	Members present at the 27th AGM through VC/OAVM facility
• The Company has appointed Mr. Ashish O. Lalpuria, Practising		and who have not cast their vote on resolutions set out in the
	27th AGM Notice through remote e-voting, and who are not
	Company Secretary (Membership No. FCS	9381 and
		otherwise barred from doing so, shall be allowed to vote through
	CP No. 11155) as the Scrutinizer for scrutinizing the remote
		e-voting facility during the 27th AGM. However, Members who
	e-voting process as well as voting at the AGM in a fair and
		have exercised their right to vote by remote e-voting may attend
	transparent manner.
			the 27th AGM but shall not be entitled to cast their vote again.
•	Voting rights of members shall be reckoned on the paid-	• Once the vote on a resolution is cast, the Member shall not
	up value of equity shares registered in their name as on the
		be allowed to change the same subsequently or cast the
	'Cut-off date' i.e. Monday, July 10, 2023.
			vote again.
• Members whose name is recorded in the Register of Members	•	Members can opt for only one mode of voting i.e. either
	or in the Register of Beneficial Owners maintained by the
		through remote e-voting or e-voting during the 27th AGM. If a
	Depositories as on the 'Cut-offdate', shall be entitled to avail
		Member casts votes by both modes, then voting done through
	the facility of remote e-voting or e-voting at the AGM, as the
		remote e-voting shall prevail.
	case may be.
• The procedure for e-voting on the day of the AGM is identical	•	In case of joint holders attending the 27th AGM through

to remote e-voting instructions as outlined in Annexure-2 to	VC/OAVM facility, only such joint holder who is higher in the
order of names will be entitled to vote.
this Notice.
• Any person who becomes a Member of the Company after	q) Declaration of results of voting: After conclusion of the meeting,
the Scrutinizer will submit the report on votes cast in favour or
dispatch of the Notice of 27th AGM and holds equity shares
against and invalid votes, if any, to the Chairman or any other
as on the 'Cut-offdate' may also follow the procedure as
person authorized by him, who shall countersign the same, and
outlined in Annexure-2 to this Notice. Any person who is not
the result of the voting will be declared within the time stipulated
a Member as on the 'Cut-offdate' should treat this Notice for
under the applicable laws.
information purpose only.
• Any person holding shares in physical form and non-individual	The voting results along with the Scrutinizer's report, will be
hosted on the Company's website, https://www.ltimindtree.
shareholders, who acquires shares of the Company and
com/investors/,website of NSDL,https://www.evoting.nsdl.com/,
becomes member of the Company after the notice is send
displayed on the Notice Board of the Company at the Registered
through e-mail and holding shares as of the cut-off date i.e.
Office and will be simultaneously forwarded to the Stock Exchanges
July 10, 2023, may obtain the login ID and password by sending
i.e. National Stock Exchange of India Limited and BSE Limited.

LTIMindtree Limited | Integrated Annual Report 2022-23

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