Mindtree : Intimation of Effective Date of the Scheme, Record Date, Change in Directors and KMP

Ref: LTI/SE/STAT/2022-23/90	November 14, 2022
National Stock Exchange of India Limited	The BSE Limited
Exchange Plaza, Bandra-Kurla Complex	Phiroze Jeejeebhoy Towers
Bandra (East)	Dalal Street
MUMBAI - 400 051	MUMBAI - 400 001
NSE Symbol: LTI/MINDTREE	BSE Scrip Code: 540005/532819
Dear Sir(s)/Madam,

Ref: Scheme of Amalgamation & Arrangement amongst Larsen & Toubro Infotech Limited ('LTI'/'Amalgamated Company') and Mindtree Limited ('Mindtree'/'Amalgamating Company') and their respective Shareholders and Creditors ('the Scheme')

Sub: Intimation under Regulations 30 and 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)

1. Intimation of 'Effective Date' of the Scheme

This is to inform you that today, Mindtree Limited has received certified copy of the order of Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench, sanctioning the Scheme. &ODMPTFE

Pursuant to the applicable provisions of the Companies Act, 2013 & Clause 5(k) of the Scheme and in terms of the approval of Board of Directors of LTI & Mindtree, both the companies have filed Form No. INC-28 with the Registrar of Companies, Mumbai and Bengaluru respectively, today i.e. November 14, 2022, and accordingly, the Scheme has become effective from Monday, November 14, 2022.

1. Intimation of 'Record Date'

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI LODR, and in terms of Clause 5(y) of the Scheme, this is to inform you that the Board of Directors of LTI & Mindtree have fixed Thursday, November 24, 2022 as the 'Record Date' for the purpose of determining the shareholders of Mindtree Limited to whom equity shares of the Amalgamated Company would be allotted pursuant to the Scheme.

Fractional entitlement of Mindtree shareholders to the shares of LTI, arising out of the above referred allotment, would be subject to tax implication as referred to in Annexure Ato this letter.

1. Change in Directors

This is to inform you that upon recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held today, have, subject to approval of the shareholders of the Company, approved the following appointment of directors:

1. Appointment of Mr. Debashis Chatterjee (DIN: 00823966) as Additional Director, designated as Chief Executive Officer and Managing Director, w.e.f. November 14, 2022 for the term of three years including and up to November 13, 2025;

Larsen & Toubro Infotech Ltd.

Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India

T [phone] |	F [phone]
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India
www.Lntinfotech.com	| E-mail: [e-mail] | CIN: L72900MH1996PLC104693

1. Appointment of Mr. Venugopal Lambu (DIN: 08840898) as Additional Director, designated as Whole- Time Director, w.e.f. November 14, 2022 for the term of three years including and up to November 13, 2025;
2. Appointment of Ms. Apurva Purohit (DIN: 00190097) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027;
3. Appointment of Mr. Bijou Kurien (DIN: 01802995) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027; and
4. Appointment of Mr. Chandrasekaran Ramakrishnan (DIN: 00580842) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027;

None of the above appointee(s) are debarred from holding office of Director by virtue of any order passed by SEBI and/or such other authority.

Ms. Aruna Sundararajan (DIN:03523267) has stepped down from Board of Directors of the Company with immediate effect.

1. Change in Key Managerial Personnel (KMP)

Further, upon recommendation of Nomination & Remuneration Committee and Audit Committee, the Board of Directors of the Company at its meeting held today, approved appointment of Mr. Vinit Teredesai, as Chief Financial Officer with effect from November 14, 2022 in place of Mr. Anil Rander.

The relevant details pursuant to Regulation 30 of SEBI LODR read with SEBI's Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 in respect of the above appointments, are enclosed as Annexure - B-1& B-2to this letter.

Please take the above on record.

Thanking you,

Yours faithfully,

For Larsen & Toubro Infotech Limited

TRIDIB KUMAR BARAT

Digitally signed by TRIDIB KUMAR BARAT DN: c=IN, o=Personal, pseudonym=8687aba121e1f8269a3cf91c8226b612, 2.5.4.20=7e15da58032c16bb8aa2049ade3831409d82 b66bd42cfd16b3fcbfb307a50db6, postalCode=201301, st=UTTAR PRADESH, serialNumber=7c9dcdd232cb8be0dc71303fc2fb27faa 8b22a0413e3b1f0a762e375a5d0d5cc, cn=TRIDIB

KUMAR BARAT

Date: 2022.11.14 16:11:37 +05'30'

(Tridib Barat)

Company Secretary & Compliance Officer

Encl.: As above

Larsen & Toubro Infotech Ltd.

Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India

T [phone] |	F [phone]
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India
www.Lntinfotech.com	| E-mail: [e-mail] | CIN: L72900MH1996PLC104693

Annexure - A

Tax implication on distribution of proceeds of sale of consolidated fractional entitlement of Mindtree shareholders to the shares of the Amalgamated Company, as per the Scheme

Clause 15.1 of the Scheme provides, inter-alia, that the Amalgamated Company shall, as soon as possible after the Record Date, issue and allot its equity shares, credited as fully paid-up, to the members of the Amalgamating Company, holding equity shares in the Amalgamating Company and whose names appear in the register of members, including register of beneficial owners maintained by the depositories, of the Amalgamating Company on the Record Date, as per the Share Exchange Ratio, i.e. 73 fully paid up equity shares of Re. 1/- each of LTI shall be issued and allotted for every 100 fully paid up equity shares of Rs. 10/- each held in Mindtree.

Further, Clause 15.4 of the Scheme provides, inter-alia, all the fractional entitlements shall be consolidated and allotted to a trustee authorized by the Board of the Amalgamated Company who shall sell the shares at such time(s) and at such price(s) on the stock exchange, as such trustee deems fit, in compliance with the SEBI's circular no. SEBl/HO/CFD/DILl/CIR/P/2021/0000000665 dated 23rd November 2021, amended vide SEBI circular no. SEBl/HO/CFD/SSEP/CIR/P/2022/003 dated 3rd January, 2022 and SEBl circular no. SEBl/HO/CFD/DIL2/ClR/P/2022/11 dated 1st February, 2022, and shall distribute the net sale proceeds, subject to tax deductions and other expenses as applicable, to the members of the Amalgamating Company in proportion to their respective fractional entitlements.

In terms of the applicable tax provisions, distribution of sale proceeds of fractional entitlements shall be construed as "Income in the nature of capital gains" and accordingly applicable income tax shall be deducted at source ('TDS').

There is no TDS obligation in the case of resident shareholders. However, for non-resident shareholders, as per Section 195 of the Income Tax Act, 1961 ('the Act') and in compliance with other applicable provisions of the Act, tax has to be withheld by the Amalgamated Company on the amount of income arising to the nonresident at the time of payment or credit, whichever is earlier.

In view of the above, the Company shall deduct TDS on distribution of proceeds of sale of consolidated fractional entitlements, to the Non-Resident shareholders of the Amalgamating Company, as follows:

	Particulars	Rate of Tax
	Non-Resident shareholders	15.60 %
	Higher rate of TDS in case of Non-Resident shareholders having no PAN/invalid	31.20 %
	PAN and Non-Resident shareholders having valid PAN but have not filed	(i.e. twice the rate
	Income Tax Return for the previous year	specified in the
		Act)

In case of any queriers on the above, shareholders of the Amalgamating Company may write to LTI at [e-mail] Link Intime India Private Limited (Registrar and Share Transfer Agent) at [e-mail].

Larsen & Toubro Infotech Ltd.

Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India

T [phone] |	F [phone]
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India
www.Lntinfotech.com	| E-mail: [e-mail] | CIN: L72900MH1996PLC104693

Annexure B-1:

Details pertaining to appointment of Key Managerial Personnel(s) pursuant to Regulation 30 of SEBI LODR

read with SEBI's Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015

Name

Mr. Debashis Chatterjee

Mr. Venugopal Lambu

Mr. Vinit Teredesai

Reason for

Appointment

Appointment

Appointment

Change

Date of

Appointment w.e.f.

Appointment w.e.f. November

Appointment w.e.f.

change

November 14, 2022

14, 2022

November 14, 2022

Terms of

Appointed

as

Additional

Appointed

as

Additional

Appointed

as

Chief

appointment

Director

designated

as

Director designated as Whole-

Financial

Officer,

w.e.f.

Managing Director and Chief

Time

Director,

w.e.f.

November 14, 2022.

Executive

Officer,

w.e.f.

November 14, 2022 for a term

November 14, 2022 for a

of three years including and

term of three years including

upto November 13, 2025

and up to November 13, 2025

Brief Profile

Debashis

Chatterjee

Mr. Venugopal Lambu brings

Mr. Vinit Teredesai is a

('DC') was the CEO&MD

over 26 years of insight and

Chartered Accountant, Cost

of Mindtree Limited.

global

experience

to

help

and Works Accountant and

clients

navigate

business

a

Certified

Public

He has more than 35 years

challenges

and

achieve

Accountant-USA. He

has

of industry experience in

organizational

goals

across

also

completed

General

diverse

areas

such

as

transformation,

governance,

Management Program from

managing

customer

change management, and drive

the Massachusetts Institute

relationships,

building

return on investments.

of

Technology

(MIT)

-

high-performance

Sloan

School

of

Business,

businesses,

driving

In his role at Mindtree Limited,

focusing

on

strategy,

strategic

alliances

and

he

was

responsible

for

innovation, and technology.

M&A,

and

managing

formulating strategic direction

He was the CFO of

change and delivery across

and

accelerating

digital

erstwhile

Mindtree

industries,

technologies,

initiatives for clients, with an

Limited where

he

was

and

geographies. With a

aim

to

strengthen

our

responsible for Mindtree's

track record of successfully

leadership

in

technology

Strategic

Financial

incubating

and

growing

innovation.

Planning,

Reporting

and

new businesses, DC led the

Auditing,

Treasury

&

industry-leading

profitable

He is a member of the Forbes

Accounting, International

growth of Mindtree as the

Technology

Council,

and

&

Domestic

Taxation,

company's

CEO

and

chairs

customer

advisory

Secretarial & Compliance,

Managing Director.

councils in North America and

Risk,

Investor

Relations,

Europe.

Legal

&

Compliance,

Before

Mindtree,

DC

Procurement,

Physical

worked with Nasdaq-listed

He holds a Bachelor's degree

Infrastructure,

and

Cognizant

as

President of

in

Electronics

Engineering

Immigration.

Global

Delivery

and

from the University of Mysore,

He was also a member of

Digital

Systems

&

India

and

General

Mindtree's

global

Technology. In this role, he

Management

Certification

leadership

team,

the

was

responsible

for

the

from

the

London

Business

Enterprise

Risk

delivery

of

technology

School.

Management

Committee

services across all industry

of the Board of Directors

segments. As a member of

and worked closely with

Larsen & Toubro Infotech Ltd.

Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India

T [phone] |

F [phone]

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

www.Lntinfotech.com

|

E-mail: [e-mail]

|

CIN: L72900MH1996PLC104693

the Executive Leadership Team, he also participated in charting the strategic direction of the company. He was instrumental in laying the foundation of Cognizant's Banking & Financial Services business and grew it to be the largest business within Cognizant.

In the past, DC has worked with IBM, TCS, and Mahindra & Mahindra. He holds a bachelor's degree in Mechanical Engineering from Jadavpur University. He has served twice as a member of the Executive Council of NASSCOM. A firm believer in the potential of technology to transform businesses and societies, DC actively mentors technologists and business leaders of tomorrow.

the strategy team on mergers & acquisitions. Prior to joining Mindtree, Vinit was Chief Financial Officer and CIO at KPIT Technologies. In his overall professional career of more than 26 years, he has held key leadership roles at HSBC, SunGard & Cognizant.

Disclosure of Mr. Debashis Chatterjee is relationship not related to any of the

between Directors of the Company.

Directors

Mr. Venugopal Lambu is not Not Applicable related to any of the Directors

of the Company.

Larsen & Toubro Infotech Ltd.

Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India

T [phone] |	F [phone]
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India
www.Lntinfotech.com	| E-mail: [e-mail] | CIN: L72900MH1996PLC104693