LTIMindtree : ESOP Disclosure FY 2023-24

DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEMES OF THE COMPANY PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AS ON MARCH 31, 2024

During FY24, the Company had following Employee Stock Option Schemes (collectively called as 'ESOP Schemes'):

1. LTIMindtree Employee Stock Option Scheme 2015" ('LTIM ESOP 2015');
2. LTIMindtree Employees Stock Option Plan 2021" ('LTIM ESOP 2021');
3. LTIMindtree Employee Restricted Stock Purchase Plan 2012' ('LTIM ESPS/ERSP 2012');

On November 30, 2023, the shareholders of the Company approved the amendment to the LTIM ESOP 2015 to include provisions for administration of its activities (from Direct to Trust route) through LTIMindtree Employee Welfare Trust, for the sake of convenience and to bring‐in efficiency in terms of reduced time and cost for processing of exercise and transfer of shares.

There has been no material change in the Employee Stock Option Schemes ('ESOP Schemes') of the Company except as stated above and same are in compliance with the Companies Act, 2013 read with rules thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other SEBI Regulations, if any.

Disclosures required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are as under:

1. Relevant disclosures in terms of accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time.
   For details, shareholders may refer to the audited financial statement which forms part of the Integrated Annual Report FY2023-24.
2. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time.
   Diluted EPS for ESOP Schemes for the year ended March 31, 2024 are as under: INR 151.24

Page 1 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

1. Details related to ESOP Schemes
   1. ESOP SCHEME 2015
2. 1. Description including the general terms and conditions of ESOP Scheme 2015 is as follows:

	Sl.			Particulars			ESOP Scheme 2015
	No.
							September 14, 2015,
	(a)		Date of shareholders' approval		September 8, 2016 and
							November 30, 2023
	(b)		Total number of options approved	80,62,500
				under ESOS
							Vesting	will	commence	one
	(c)		Vesting requirements		year after the date of Grant at
			the rate of 20% of Grant each
							year
	(d)		Exercise price or pricing formula		Par value of Re.1 /- each
	(e)		Maximum term of options granted		7 years
	(f)		Source of shares		Primary
		(primary, secondary or combination)
							The route of administration of
							LTIM ESOP 2015 changed from
	(g)		Variation in terms of options		'Direct	route'	to 'Trust route'
			with	due	approval	from
							shareholders on November 30,
						2023.

1. Method used to account for ESOS (Intrinsic or fair value): Fair Value
2. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable

Page 2 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

1. Option movement during FY24:

				Particulars				ESOP Scheme - 2015
	Number of options outstanding at the beginning of the period	9,27,942
	i.e. April 1, 2022
	Number of options granted during the year*		30,872
	Number of options Cancelled/forfeited/ lapsed during the	1,60,172
	Number of options vested during the year		2,15,638
	Number of options exercised during the year		1,56,666
	Number of shares arising as a result of exercise of options	1,56,666
	Money realized by exercise of	options, if scheme is	1,56,666
	implemented directly by the Company (INR)
	Loan repaid by the Trust during the year from exercise price	Nil
	Number of options outstanding at the end of the year i.e.	6,41,976
	March 31, 2024
	Number of options exercisable at the end of the year i.e.	1,32,537
	March 31, 2024
*Note: Details of Stock Options granted during FY24
		Sl. No.		Date of Grant		No. of stock options granted
	1		April 27, 2023			4,272
	2		October 18, 2023			23,928
	3		January 17, 2024			2,672
				TOTAL			30,872

1. Weighted-averageexercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise p rice either equals or exceeds or is less than the market price of the stock:
2. • Weighted-averageexercise price: Re.1
   • Weighted-averagefair value of options granted during the year: INR 4,969.

Page 3 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

IV. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

a. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

			Name of the				Number of		Exercise Price
	Sl.		Senior
			Designation		Options granted		of Options
	No.		Managerial
					during the year		granted
			Personnel
					NIL

1. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year:

Sl.		Name of the Senior	Designation	Number of	Exercise
No.		Managerial Personnel		Options	Price of
				granted during	Options
				the year	granted
1.		Mr. Krishnan Padmanabhan	Senior Vice President	21,680	Re. 1
		Iyer
2.		Mr. Paresh Vankar	Chief Marketing Officer	4,272	Re. 1
3.		Mr. Sandeep Madan Mohan	Vice President	2,248	Re. 1

1. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil
2. 1. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:
   2. 1. the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model:

Sl. No.	Particulars	2023-24
1	Weighted average risk-free interest rate	7.12%
2	Weighted average expected Options life	2.5 Years
3	Weighted average expected volatility	32.98%

Page 4 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

Sl. No.			Particulars		2023-24
4			Weighted average expected dividends per share		INR 205.59
		of face value of Re. 1
5			Weighted average share price		INR 4,970
6			Weighted average exercise price		INR 1

1. Method used and the assumptions made to incorporate the effects of expected early exercise: Black-ScholesOptions Pricing Model - The assumptions are stated in the above table.
2. How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility - The expected volatility has been calculated entirely based on historic Company's share price.
3. Whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition - Yes, the features are mentioned below:
4. 1. Weighted average risk-free interest rate
   2. Weighted average expected volatility
   3. Weighted average share price

2. ESOP SCHEME 2021

I. Description including the general terms and conditions of ESOP Scheme 2021 is as follows:

	Sl.				Particulars			ESOP Scheme 2021
	No.
	(a)		Date of shareholders' approval		May 22, 2021
	(b)		Total	number of options	20,00,000
				approved under ESOS
	(c)		Revised In-principle approval	14,12,393
				obtained after merger
								All stock options which have been granted have
								a four-year vesting term. The options vest and
	(d)		Vesting requirements		become fully exercisable at the rate of 25% each
			over a period of 4 years from the date of grant.
								These options are exercisable within 6 years
								from the date of vesting

Page 5 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

	Sl.			Particulars				ESOP Scheme 2021
	No.
								The exercise price for the purpose of grant of
								Options shall be determined by the Nomination
								and Remuneration Committee which shall not
								be less than the face value of Rs. 10/- (Rupees
	(e)		Exercise price or pricing formula		Ten only) per equity share of the Company
								(Re.1/* pursuant to the merger).
								Series A was granted at an exercise price of Rs.
								10 and Series B was granted at market value
								(average price over the last 6 weeks)
	(f)		Maximum	term of	options		6 (Six) years from the date of Vesting of Options
				granted
				Source of shares
	(g)		(primary,	secondary	or		Primary
				combination)
	(h)		Variation in terms of options		Not Applicable

1. 1. Method used to account for ESOS (Intrinsic or fair value): Fair Value
   2. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable as the Company has used fair value based method of accounting.
2. Option movement during FY24:

Particulars	ESOP Scheme 2021	ESOP Schem 2021
	Series A	Series B
Number of options outstanding at the
beginning of the period i.e. April 1, 2024	1,71,624	1,01,141
Number of options granted during the year	-	-
Number of options forfeited/ lapsed
during the year	46,413	9,168
Number of options vested during the year	41,074	24,342

Page 6 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

Particulars	ESOP Scheme 2021	ESOP Schem 2021
	Series A	Series B
Number of options exercised during the year	33,263	5,014
Number of shares arising as a result of	33,263	5,014
exercise of options
Money realized by exercise of options, if	-	-
scheme is implemented directly by the
Loan repaid by the Trust during the year	Rs.95,35,239
from exercise price received
Number of options outstanding at the end	91,948	86,959
of the year i.e. March 31, 2024
Number of options exercisable at the end	91,948	86,959
of the year i.e. March 31, 2024

1. Weighted-averageexercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock:
2. • Weighted-averageexercise price: Not applicable since no grants were made during the year.
   • Weighted-averagefair value of options granted during the year: Not applicable since no grants were made during the year.

IV. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

1. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: None
2. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: None
3. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: None

Page 7 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

1. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:
2. 1. the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model:

Sl.
No.			Particulars		2023-24	2023-24
					Series A	Series B
1			Weighted average risk-free interest rate		Nil	Nil
2			Weighted average expected Options life		Nil	Nil
3			Weighted average expected volatility		Nil	Nil
4			Weighted average expected dividends per		Nil	Nil
		share of face value of Re. 1
5			Weighted average share price		Nil	Nil
6			Weighted average exercise price		Nil	Nil

1. Method used and the assumptions made to incorporate the effects of expected early exercise:
   Black-Scholes Options Pricing Model - The assumptions are stated in the above table.
2. How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility - The expected volatility has been calculated entirely based on historic Company's share price.
3. Whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition - Yes, the features are mentioned below:
   I. Weighted average risk-free interest rate II. Weighted average expected volatility III. Weighted average share price
4. Details related to Trust
   The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of administering the schemes under the regulations are to be disclosed:
5. 1. General information on all schemes

LTIMindtree Employees Stock Option Plan 2021 and LTIMindtree Employee Stock Option Scheme 2015 (w.e.f. November 30, 2023) is being administered through LTIMindtree Employee Welfare Trust.

Page 8 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

		Sl.			Particulars			Details
		No.
	1			Name of the Trust		LTIMindtree Employee Welfare Trust
								Mr. Senthil Kumar
	2			Details of the Trustee(s)		Mr. Shankaran Ramachandran
								Ms. Sajitha Manoj
					Amount of loan disbursed by Company /
	3			any company in the group, during the			Rs. 3,01,00,061
					year
					Amount of loan outstanding (repayable
	4			to company / any company in the group)			Rs.2,58,80,606
					as at the end of the year
					Amount of loan, if any, taken from any
	5			other source for which company / any			None
			company in the group has provided any
					security or guarantee
					Any other contribution made to the Trust		None. Except loan provided by the
	6				Company against allotment of shares
					during the year		to the Trust
(ii) Brief details of transactions in shares by the Trust
		Particulars			LTIM ESOP 2021	LTIM ESOP 2015
	a) Number of shares held at the beginning of the	16,058	-
		year;
	b) Number of shares acquired during the year	46,977	190,071
		through (i) primary issuance (ii) secondary
		acquisition, also as a percentage of paid up
		equity capital as at the end of the previous
		financial year, along with information on
		weighted average cost of acquisition per share;
	c) Number of shares transferred to the	38,277	60,534
		employees / sold along with the purpose
		thereof;
	d) Number of shares held at the end of the year	24,758	129,537
					Page 9 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited

1. In case of secondary acquisition of shares by the Trust: Not applicable

3. ESPS SCHEME 2012

I. Description including the general terms and conditions of ESPS Scheme 2012 is as follows:

Sl. No.		Particulars		ESPS Scheme 2012
				July 16, 2012 and amended and
(a)	Date of shareholders' approval	approved by the shareholders on
				June 22, 2015 and May 22, 2021
(b)	No. of shares issued (approved by	703,971
	shareholders on May 22, 2021
(c)	Revised	In-principle	approval	492,972
	obtained after merger
(e)	The price at which LTIMindtree	Re.1/-
	shares are issued
(f)	Lock-in period		One year

1. The following details regarding allotment under ESPS Scheme 2012, as at the end of FY24
2. 1. The details of the no. of shares issued under ESPS: 7,410
   2. The price at which such shares were issued: Rs.10
   3. Employee-wisedetails of the shares issued to:

"Senior management" as defined under regulation 16(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: None

1. any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year: None
2. Identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance: None
3. 1. Consideration received against the issuance of shares, if scheme is implemented directly by the company: Rs.74,100

1. Loan repaid by the Trust during the year from exercise price received: Not Applicable

The term of the LTIMindtree Employee Restricted Stock Purchase Plan 2012 (ERSP/ESPS 2012) expired during the year.

Page 10 of 10

LTIMindtree Limited,

Formerly Larsen & Toubro Infotech Limited)

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 : [e-mail], CIN - L72900MH1996PLC104693

LTIMindtree Limited is a subsidiary of Larsen & Toubro Limited