L&T-Mindtree Hostile Takeover Bid and Financials 2022

hostile takeover of Mindtree by L&T Infotech

1. MERGER OF L&T INFOTECH AND MINDTREE

2. Nature of Transactions G Purchase Consideration Company Profile G Financials Disclosures as per IND AS 103 Acquirer/Transferee Listed Company: BSE, NSE Ticker: LTI Rebranded as LTIM (Larsen & Toubro Infotech Mindtree post merger L&T Infotech is a leading Indian multinational IT services and consulting firm; a subsidiary of Larsen & Toubro. It offers end- to- end digital and traditional IT solutions globally Service Offerings included Application Development & Maintenance Enterprise Solutions Infrastructure Management Testing & Quality Assurance Engineering R&D (ER&D) Digital Services: Cloud, Analytics, AI/ML, IoT, Blockchain, and proprietary platforms like ‘Mosaic’ for digital transformation Serving sectors including Banking, Financial Services & Insurance (BFSI); Manufacturing; Energy & Utilities; Hi- Tech & Media; CPG, Retail & Pharma (Not in hospitality G tourism) Graph: https://in.investing.com/equities/larsen- toubro- infotech-ltd- chart https://www.stocklyzer.com/company/larsen- toubro- infotech? Geographical Profile & Client Reach Operates in India, North America, Europe, Asia- Pacific, and globally— across 50+ countries Disclaimer: All financial statements are in Rs Cr

3. Acquiree/Target Company/ Transferor SOPL of LTI Statement of Profit G Loss Very strong revenue growth in FY22 @24% YoY showing LTI’s ability to scale rapidly post- COVID. Surge in other income indicates a good liquid position of the company - enables a smoother acquisition 26% jump in EPS is indicative of improved margins and efficiency. Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Disclaimer: All financial statements are in Rs Cr Standalone Profit & Loss account Mar 1, 2022 Mar 1, 2021 Revenue From Operations [Gross] 14,406.40 11,566.10 Revenue From Operations [Net] 14,406.40 11,566.10 Total Operating Revenues 14,406.40 11,566.10 Other Income 589.1 225.4 EARNINGS PER SHARE Basic EPS (Rs.) 129.14 102.51 Diluted EPS (Rs.) 128.77 101.85

4. Nature of Transactions G Purchase Consideration Company Profile G Financials Disclosures as per IND AS 103 Listed Company: NSE, India Last Price: ₹3435.50 as on 11 Nov, 2022 product Data & analytics, cloud services, engineering Testing, infrastructure management Customer experience and digital marketing across several industries like Banking, Financial Services & Insurance (BFSI); Retail, Manufacturing; Travel, Hospitality, Media & Entertainment; Semiconductors, Consumer Electronics, Technology sectors (not present in energy G utilities) Mindtree was an Indian multinational IT services and consulting company, headquartered in Bangalore Service Offerings included Digital transformation & consulting Application development & maintenance Enterprise application integration Geographical Profile & Client Reach Mindtree operated globally across 24 countries. It had a client base of over 276 active clients by the end of FY 2022 Strong partnerships included Microsoft Azure, Salesforce and SAP Graph: https://in.investing.com/equities/mindtree- chart https://en.wikipedia.org/wiki/Mindtree Acquiree/Target Company/ Transferor Disclaimer: All financial statements are in Rs Cr

5. Acquiree/Target Company/ Transferor Graph & Data References: https://investors.larsentoubro.com/upload/Announcements/ANIR%20Presentation.pdf Shareholding Patterns Revenue G Other Financials Public company listed on the NSE & BSE. Initial Takeover ( 2019): Larsen shares & Toubro purchased from VG Siddhartha & Associates for the entirety of his 20.4% holdings Low promoter holding only about 13% combined stake by 2019 made it vulnerable to a hostile takeover By mid- 2019, L&T had acquired over 60% stake in Mindtree establishing controlling interest Mindtree operated independently for approx. 3 years under L&T ownership. At the end of 2022, Mindtree recorded a market capitalization of approximately ₹56,796 crore Subsequent Merger ( 2022): After this, L&T decided not to keep two (L&T Infotech and separate IT companies Mindtree). A large public ltd was established called LTI Mindtree Limited Revenue break- up by Client Industry as on 2019 Digital revenue streams rose to 44% in FY 2018, depicting fast growth potential due to shift in strategy Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Disclaimer: All financial statements are in Rs Cr

6. Standalone Profit & Loss account ------------------ - in Rs. Cr. ------------------ - Mar 1, 2022 Mar 1, 2021 Mar 1, 2020 Mar 1, 2019 Mar 1, 2018 Revenue From Operations [Gross] 10,525.30 7,967.80 7,764.30 7,021.50 5,325.00 Revenue From Operations [Net] 10,525.30 7,967.80 7,764.30 7,021.50 5,325.00 Total Operating Revenues 10,525.30 7,967.80 7,764.30 7,021.50 5,325.00 Other Income 307.1 151.7 75.6 89.3 190.1 Total Revenue 10,832.40 8,119.50 7,839.90 7,110.80 5,515.10 Profit/Loss From Continuing Operations 1,652.80 1,110.30 630.8 754 624.9 EARNINGS PER SHARE Basic EPS (Rs.) 100.3 67.43 38.35 45.94 37.69 SOPL of LTI Statement of Profit G Loss Revenue grew from ₹5,325 cr (2018) to ₹10,525 cr (2022). That’s almost 2x in 5 years @CAGR of 15%. Profit (PAT) rose from ₹624.9 cr (2018) to ₹1,652.8 cr (2022) especially post- 2020 (COVID digital demand surge). EPS jumped from ₹37.7 (2018) to ₹100.3 (2022) - wealth creation for shareholders. ( igh margin- growth) Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Disclaimer: All financial statements are in Rs Cr Acquirer/Transferee

7. Acquiree/Target Company/ Transferor Standalone balance sheet of Mindtree Limited Mar 1, 2022 Mar 1, 2021 Mar 1, 2020 Mar 1, 2019 Mar 1, 2… EQUITIES AND LIABILITIES SHAREHOLDER'S FUNDS Equity Share Capital 164.8 164.7 164.6 164.2 163.9 Total Share Capital 164.8 164.7 164.6 164.2 163.9 Reserves and Surplus 5,308.60 4,153.90 2,992.00 3,141.80 2,674.20 Total Reserves and Su 5,308.60 4,153.90 2,992.00 3,141.80 2,674.20 Total Shareholders Fu 5,473.40 4,318.60 3,156.60 3,306.00 2,838.10 NON- CURRENT LIABILITIES Long Term Borrowings 0.5 0.9 Deferred Tax Liabilities 16.1 Other Long Term Liabil 466.5 449.8 676.2 17.4 7.9 Total Non- Current Lia 482.6 449.8 676.2 17.9 8.8 CURRENT LIABILITIES Short Term Borrowing 300 Trade Payables 535.7 267.3 258.7 213.1 169 Other Current Liabilitie 1,420.90 1,102.20 892.6 502.1 370.4 Short Term Provisions 244.2 222.7 172.4 139.9 119.1 Total Current Liabilitie 2,200.80 1,592.20 1,323.70 855.1 958.5 Total Capital And Liab 8,156.80 6,360.60 5,156.50 4,179.00 3,805.40 Balance Sheet in Rs Cr ASSETS NON- CURRENT ASSETS Tangible 894.7 781.2 860.1 375.7 346.7 Intangible 480.3 494.4 548.9 591 368.7 Capital Work- 21.5 22.4 13.6 29.7 9.2 Fixed Assets 1,396.50 1,298.00 1,422.60 996.4 724.6 Non- Current 313.2 117.7 82 121.6 353.2 Deferred Tax 35.1 183.5 38.8 32.7 Long Term 47.6 45.7 67.5 74.6 Other Non- 375 289 169.3 188.9 154.8 Total Non- 2,084.70 1,787.40 1,903.10 1,413.20 1,339.90 CURRENT ASSETS Current 2,239.10 1,930.70 694.4 683.6 720.6 Inventories 4.1 Trade 1,731.30 1,274.20 1,438.90 1,335.60 989.1 Cash And 1,049.40 757.5 585.5 254.7 324.3 Short Term 4.1 9.9 12.3 1.7 OtherCurrent 1,048.20 606.7 524.7 479.6 429.8 Total Current 6,072.10 4,573.20 3,253.40 2,765.80 2,465.50 Total Assets 8,156.80 6,360.60 5,156.50 4,179.00 3,805.40 Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Debt- free company with rising networth and EPS, increased operational efficiency (rise in assets), Complementary revenue streams and client industries helped maximise synergies Disclaimer: All financial statements are in Rs Cr

8. Nature of Transactions G Purchase Consideration LTI Mindtree Post Acquisition Financials Standalone balance sheet of Mindtree Limited Company Profile G Financials Disclosures as per IND AS 103

9. Nature of Transactions G Purchase Consideration LTI Mindtree Post Acquisition Financials Company Profile G Financials Disclosures as per IND AS 103 Mar 1, 2025 Mar 1, 2024 Mar 1, 2023 SHAREHOLDER'S FUNDS Equity Share Capital 29.6 29.6 29.6 Total Share Capital 29.6 29.6 29.6 Reserves and Surplus 21,570.70 18,925.50 15,485.50 Total Reserves and Surplus 21,570.70 18,925.50 15,485.50 Employees Stock Options 233.7 343.3 484 Total Shareholders Funds 21,834.00 19,298.40 15,999.10 Equity Share Application Mo 0.1 0.1 NON- CURRENT LIABILITIES Other Long Term Liabilities 1,825.40 1,674.30 1,317.50 Long Term Provisions 19.7 15.7 35 Total Non- Current Liabilities 1,845.10 1,690.00 1,352.50 CURRENT LIABILITIES Trade Payables 1,515.30 1,504.50 1,281.60 Other Current Liabilities 3,115.60 3,169.30 3,053.00 Short Term Provisions 906.6 795.4 769.6 Total Current Liabilities 5,537.50 5,469.20 5,104.20 Total Capital And Liabilities 29,216.70 26,457.70 22,455.80 Balance Sheet in Rs Cr ASSETS NON- CURRENT ASSETS Tangible Assets 3,845.60 3,444.70 2,148.30 Intangible Assets 715.2 774.9 618.9 Capital Work- In- Progre 563.2 464.2 812.6 Intangible Assets Unde 12.7 43.4 Fixed Assets 5,124.00 4,696.50 3,623.20 Non- Current Investmen 2,982.70 2,449.90 1,378.90 Deferred Tax Assets [N 201.8 201.4 361.4 Long Term Loans And A Other Non- Current Ass 986.9 928.3 582.6 Total Non- Current Ass 9,295.40 8,276.10 5,946.10 CURRENT ASSETS Current Investments 7,374.00 6,753.40 4,741.80 Inventories 2.8 3 3.3 Trade Receivables 5,671.80 5,372.10 5,318.50 Cash And Cash Equival 2,964.70 2,590.70 2,637.10 Short Term Loans And 35.1 45.6 82.4 OtherCurrentAssets 3,872.90 3,416.80 3,726.60 Total Current Assets 19,921.30 18,181.60 16,509.70 Total Assets 29,216.70 26,457.70 22,455.80 Standalone balance sheet of LTIMindtree Limited Disclaimer: All financial statements are in Rs Cr

10. Nature of Transactions G Purchase Consideration Nature of Transaction as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 PRE 2022 Under Ind AS 103, a business combination is considered an acquisition when control passes. L&T merely had a say over Mindtree’s strategy through its 60% stake in the company. Even after acquisition, Mindtree continued as a separate listed company. It had its own management, board, and financial reporting - though controlled by L&T. POST 2022 This was essentially an amalgamation post 2022 where in the acquirer (LTI) merged with the target company Mindtree Limited to form a new entity LTI Mindtree Ltd Mindtree was delisted and did not exist as a separate entity Under IND AS 103, all business combinations for listed companies will be treated as under Acquisition Method except business combinations under common control treated in accordance with Appendix C of Ind AS 103, Business Combinations (Pooling of Interest Method) - nature of merger W Y?? The companies were separate legal entities with completely different shareholder bases, they were under common control of the same parent company; they both were subsidiaries of L&T (same parent) pre and post- merger

11. Nature of Transactions G Purchase Consideration Purchase Consideration & Accounting Treatment as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 PURC ASE CONSIDERATION A share swap amalgamation is when shareholders of the transferor company (Mindtree) receive shares of the transferee company (LTI) instead of cash as consideration for the merger. Approved ratio: 100 shares of Mindtree = 73 shares of LTI upto a purchase consideration of ₹120 million as per financial statements (completely by equity) After allotment, Mindtree’s shares were extinguished, and only LTI’s shares (renamed LTIMindtree) continued trading. Shareholders of Mindtree did not sell shares and continued with LTIM Shares ACCOUNTING TREATMENT All assets & liabilities of Mindtree were taken over Assets & liabilities of Mindtree had to be recorded in LTI’s books at carrying value as in the consolidated financial statements of the Amalgamating Company All reserves have been taken over and recorded at carrying value Pending balances between the parties have been cancelled out Mindtree shareholders received LTI shares (73:100 ratio) - shares in exchange No Goodwill Recognition: If purchase consideration > fair value of Mindtree’s net assets - excess to be transferred to reserves lti mindtree merger receives nclt approval with record date of november 24 2022 | ICICIdirect LGT Infotech- Mindtree Merger: What Analysts Made Of The $18- Billion Stock Deal

12. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 NOTE 45 in the Financial Statements ( FY2023 ) GENERAL INFORMATION Consolidated Financial Statements FY2023 ( LTIM ) Nature of relationship Date of amalgamation Relevant approvals Details of merger ACCOUNTING TREATMENT/MET OD USED Method of Accounting Specifics of Treatment of different line items Consideration specifics

13. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 NOTE 45 in the Financial Statements ( FY2023 ) DISCLOSURE ON FINANCIALS Assets taken over from Mindtree Limited - ₹ 63,495 Million Liabilities taken over from Mindtree Limited - ₹61,848 million Million Net Assets - Total Assets - Total Liabilities = ₹ 1647 Million (Transferred to Capital Reserve) Face Value of Equity Shares issued by LTI to Mindtree shareholders = ₹120 million Shares were valued at par, not at market price As Net Assets > Consideration paid, excess (₹1647 - ₹120 million = ₹1527 million) is transferred to Capital Reserve NO GOODWILL RECOGNITION Consolidated Financial Statements FY2023 ( LTIM )

14. Nature of Transactions G Purchase Consideration Dr ( ₹ Million) 120 63495 120 Cr ( ₹ Million) 120 61848 120 1527 120 Particulars Business Purchase A/c Dr To Liquidator of Mindtree A/c (Being purchase consideration payable for amalgamation, based on face value of shares issued in swap ratio 73:100) Sundry Assets A/c (Book Value) Dr To Sundry Liabilities A/c (Book Value) To Business Purchase To Capital Reserve (Being all assets & liabilities of Mindtree taken over at carrying values) Liquidator of Mindtree A/c To Share Capital (Being settlement of consideration by issue of equity shares of LTI to Mindtree shareholders) Disclosures as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 NOTE 45 in the Financial Statements ( FY2023 ) JOURNAL ENTRIES Consolidated Financial Statements FY2023 ( LTIM )

15. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 EQUITY S ARE CAPITAL Consolidated Financial Statements FY2023 ( LTIM )

16. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Consolidated Financial Statements FY2023 ( LTIM ) Company Profile G Financials Disclosures as per IND AS 103 ESOP

17. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Company Profile G Financials Disclosures as per IND AS 103 C ANGES IN EQUITY Impact on changes in equity on account of common control business combination Consolidated Financial Statements FY2023 ( LTIM )

18. Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Consolidated Financial Statements FY2023 ( LTIM ) Company Profile G Financials Disclosures as per IND AS 103 RESERVES G SURPLUS ACCOUNTING POLICY DISCLOSURE

19. Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 ANNEXURE

20. SOFP Of LTI Disclaimer: All financial statements are in Rs Cr Balance Sheet in Rs Cr Company Profile G Financials Nature of Transactions G Purchase Consideration Disclosures as per IND AS 103 Acquirer/Transferee Mar 1, 2022 Mar 1, 2021 SHAREHOLDER'S FUNDS Equity Share Capital 17.5 17.5 Total Share Capital 17.5 17.5 Reserves and Surplus 8,327.10 6,844.80 Total Reserves and Surplus 8,327.10 6,844.80 Employees Stock Options 58.3 79.5 Total Shareholders Funds 8,402.90 6,941.80 Equity Share Application Money NON- CURRENT LIABILITIES Other Long Term Liabilities 643.4 690.2 Long Term Provisions 39.3 36 Total Non- Current Liabilities 682.7 726.2 CURRENT LIABILITIES Trade Payables 797 800.4 Other Current Liabilities 1,466.70 1,183.20 Short Term Provisions 354 336.9 Total Current Liabilities 2,617.70 2,320.50 Total Capital And Liabilities 11,703.30 9,988.50 ASSETS NON- CURRENT ASSETS Tangible Assets 1,067.30 961.1 Intangible Assets 107.8 72 Capital Work- In- Progress 437.4 40.3 Intangible Assets Under Deve 13 2.7 Fixed Assets 1,625.50 1,076.10 Non- Current Investments 1,006.20 754.2 Deferred Tax Assets [Net] 47.2 47.9 Long Term Loans And Advanc 114.5 111.5 Other Non- Current Assets 570.8 418.7 Total Non- Current Assets 3,364.20 2,408.40 CURRENT ASSETS Current Investments 3,136.60 3,628.20 Inventories Trade Receivables 2,603.70 2,024.30 Cash And Cash Equivalents 659.9 402.5 Short Term Loans And Advan 2.9 3.9 OtherCurrentAssets 1,936.00 1,521.20 Total Current Assets 8,339.10 7,580.10 Total Assets 11,703.30 9,988.50