Tcs Buyback Letter of Offer 2018

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder of Tata Consultancy Services Limited (“Company”) as on the Record Date
in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended (“Buyback Regulations”).
If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Buyback,
viz., JM Financial Limited, or the Registrar to the Buyback, viz., Link Intime India Private Limited.
Please refer to the section on “Definitions” for the definition of the capitalized terms used herein.
CONSULTANCY SERVICES LIMITED

Tata Consultancy Services Limited
Corporate Identity Number (CIN): L22210MH1995PLC084781
Registered Office and Correspondence Address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021
Tel: +91 22 6778 9696, Fax: +91 22 6630 3672
E-mail: investor.relations@tcs.com#, Website: www.tcs.com;
Compliance Officer: Mr. Rajendra Moholkar, Company Secretary
OFFER TO BUY BACK FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ` 1 (RUPEE ONE ONLY) EACH OF
TATA CONSULTANCY SERVICES LIMITED UP TO 7,61,90,476 (SEVEN CRORE SIXTY ONE LAKH NINETY THOUSAND FOUR
HUNDRED AND SEVENTY SIX) FROM THE EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES AS ON
AUGUST 18, 2018 (THE “RECORD DATE”), ON A PROPORTIONATE BASIS BY WAY OF A TENDER OFFER ROUTE THROUGH
STOCK EXCHANGE MECHANISM AT A PRICE OF ` 2,100 (RUPEES TWO THOUSAND ONE HUNDRED ONLY) PER EQUITY SHARE
PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING ` 16,000 CRORE (RUPEES SIXTEEN THOUSAND
CRORE ONLY).
1) The Buyback is being undertaken pursuant to Article 11 of the Articles of Association of the Company, Sections 68, 69 and 70 and other applicable
provisions, if any, of the Companies Act, 2013 (the “Act”), the relevant rules framed thereunder including the Share Capital Rules, the Management
Rules, to the extent applicable, and the Buyback Regulations. The Buyback is further subject to approvals, permissions and sanctions as may be
necessary, and subject to such conditions and modifications, if any, from time to time from statutory, regulatory or governmental authorities as
required under applicable laws, including but not limited to Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the
Equity Shares of the Company are listed i.e. the BSE Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”) (collectively,
“Stock Exchanges”).
2) The Buyback is within 25% of the aggregate of paid up capital and free reserves of the Company as per the audited financial statements of the
Company as on March 31, 2018 (the last standalone audited financial statements available as on the date of Board Meeting recommending the
proposal of the Buyback which was on June 15, 2018). The Offer Size of the Buyback constitutes 21.54% and 19.66% of the aggregate paid-up
equity share capital and free reserves of the Company, on standalone and consolidated basis respectively, and represents 1.99% of the total issued
and paid-up equity share capital of the Company.
3) This Letter of Offer is being sent to the Equity Shareholders / Beneficial Owners holding Equity Shares of the Company as on the Record Date
i.e. August 18, 2018 (“Eligible Shareholders”). A copy of the Public Announcement, the Draft Letter of Offer and the Letter of Offer (including
the Form of Acceptance-cum-Acknowledgement (“Tender Form”)) shall be available on the website of SEBI at www.sebi.gov.in.
4) The procedure for tender and settlement is set out in Paragraph 20 (Procedure for Tender / Offer and Settlement) of the Letter of Offer. The Tender
Form is enclosed together with this Letter of Offer.
5) For mode of payment of consideration to the Eligible Shareholders, please refer to Paragraph 20 of the Letter of Offer.
6) Eligible Shareholders are advised to read this Letter of Offer and in particular, refer to Paragraph 17 (Details of Statutory Approvals) and
Paragraph 21 (Note on Taxation) of the Letter of Offer before tendering their Equity Shares in the Buyback.
MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK
JM Financial Limited Link Intime India Private Limited

7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, C-101, 247 Park, L.B.S. Marg,
Mumbai - 400 025, Maharashtra, India Vikhroli (West), Mumbai - 400 083
Tel: +91 22 6630 3030 Tel: +91 22 4918 6300
Fax: +91 22 6630 3330 Fax: +91 22 4918 6195
Contact Person: Ms. Prachee Dhuri Contact Person: Mr. Sumeet Deshpande
E-mail: tcs.buyback2018@jmfl.com Email: tcs.buyback2018@linkintime.co.in
Website: www.jmfl.com Website: www.linkintime.co.in
SEBI Registration Number: INM000010361 SEBI Registration No.: INR000004058
Validity Period: Permanent Validity Period: Permanent
Corporate Identity Number: L67120MH1986PLC038784 Corporate Identity Number: U67190MH1999PTC118368
BUYBACK PROGRAMME
Buyback Opening Date Thursday, September 6, 2018
Buyback Closing Date Friday, September 21, 2018
Last Date and Time For Receipt of Completed Tender Forms Sunday, September 23, 2018, 5 p.m.
#
In addition to the Company’s contact details provided above, the investors may reach out to the Investor Service Centre of Link Intime India Private Limited for
any queries at +91 22 4918 6300 and tcs.buyback2018@linkintime.co.in, details of which are also included at Paragraph 27 of the Letter of Offer.
63115_TCS Letter of Offer.indd 1 29-Aug-18 9:49:12 PM

TABLE OF CONTENTS
1 SCHEDULE OF ACTIVITIES......................................................................................................................................................................3
2 DEFINITIONS OF KEY TERMS..................................................................................................................................................................4
3 DISCLAIMER CLAUSE................................................................................................................................................................................6
4 TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING..................................................................................................7
5 DETAILS OF THE PUBLIC ANNOUNCEMENT......................................................................................................................................9
6 DETAILS OF THE BUYBACK...................................................................................................................................................................10
7 AUTHORITY FOR THE BUYBACK.........................................................................................................................................................11
8 NECESSITY / OBJECTIVE OF THE BUYBACK...................................................................................................................................11
9 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY........11
10 BASIS OF CALCULATING THE OFFER PRICE...................................................................................................................................14
11 SOURCES OF FUNDS FOR THE BUYBACK..........................................................................................................................................14
12 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN..................................................15
13 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN...............................................................................................................15
14 BRIEF INFORMATION OF THE COMPANY.........................................................................................................................................19
15 FINANCIAL INFORMATION ABOUT THE COMPANY......................................................................................................................23
16 STOCK MARKET DATA.............................................................................................................................................................................24
17 DETAILS OF STATUTORY APPROVALS................................................................................................................................................26
18 DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE...................................................................26
19 PROCESS AND METHODOLOGY FOR THE BUYBACK...................................................................................................................26
20 PROCEDURE FOR TENDER / OFFER AND SETTLEMENT..............................................................................................................29
21 NOTE ON TAXATION.................................................................................................................................................................................34
22 DECLARATION BY THE BOARD OF DIRECTORS.............................................................................................................................37
23 AUDITOR’S CERTIFICATE......................................................................................................................................................................38
24 DOCUMENTS FOR INSPECTION............................................................................................................................................................39
25 DETAILS OF THE COMPLIANCE OFFICER........................................................................................................................................39
26 DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS...................................................................40
27 DETAILS OF INVESTOR SERVICE CENTRE.......................................................................................................................................40
28 DETAILS OF THE MANAGER TO THE BUYBACK.............................................................................................................................40
29 DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE
OFFER DOCUMENT...................................................................................................................................................................................40
30 OFFER FORM..............................................................................................................................................................................................40

1 SCHEDULE OF ACTIVITIES
Sr.
Activity Date Day
No.
1. Date of Board Meeting approving the proposal of the Buyback June 15, 2018 Friday
2. Date of declaration of results of postal ballot for special resolution by the

August 4, 2018 Saturday
Equity Shareholders of the Company, approving the Buyback
3. Date of Public Announcement for the Buyback August 6, 2018 Monday
4. Date of publication of the Public Announcement for the Buyback August 7, 2018 Tuesday
5. Record Date for determining the Buyback Entitlement and the names of
August 18, 2018 Saturday
Eligible Shareholders
6. Buyback Opening Date September 6, 2018 Thursday
7. Buyback Closing Date September 21, 2018 Friday
8. Last date of receipt of completed Tender Forms and other specified documents
September 23, 2018 Sunday
including physical share certificates (if and as applicable) by the Registrar
9. Last date of verification of Tender Forms by the Registrar October 1, 2018 Monday
10. Last date of providing Acceptance / Non-acceptance of tendered Equity

October 1, 2018 Monday
Shares to the Stock Exchange by the Registrar
11. Last date of settlement of bids on the Stock Exchange October 3, 2018 Wednesday
12. Last date of dispatch of share certificate(s) by the Registrar / return of

unaccepted demat Equity Shares by Stock Exchange to Seller Member / October 3, 2018 Wednesday
Eligible Shareholders
13. Last date of extinguishment of Equity Shares October 10, 2018 Wednesday
Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates

2 DEFINITION OF KEY TERMS
Acceptance / Accept /
Acceptance of Equity Shares tendered by Eligible Shareholders in the Buyback Offer.
Accepted
The facility for acquisition of Equity Shares through mechanism provided by the Stock Exchanges in
Acquisition Window
the form of a separate window in accordance with the SEBI Circulars.
The Companies Act, 2013 and rules framed thereunder (including any statutory modifications or
Act
amendments thereof).
Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback Entitlement
Additional Equity Shares of such Eligible Shareholder not exceeding the Equity Shares held by such Eligible Shareholder as
on the Record Date.
AOP Association of Persons.
Articles / Articles of
Articles of Association of the Company.
Association
Meeting of the Board of Directors of the Company held on June 15, 2018 approving the proposal for
Board Meeting
the Buyback.
Board / Board of Board of Directors of the Company (which term shall, unless repugnant to the context or meaning
Directors thereof, be deemed to include a duly authorized “Committee” thereof).
BOI Body of Individuals.
BSE BSE Limited.
The buyback by the Company of its fully paid-up equity shares of face value of ` 1 (Rupee One
only) each of up to 7,61,90,476 (Seven crore sixty one lakh ninety thousand four hundred seventy
six) Equity Shares (representing 1.99% of the total issued and paid-up equity share capital of the
Company) at a price of ` 2,100 (Rupees Two thousand one hundred only) per Equity Share payable
Buyback / Buyback Offer in cash for an aggregate consideration not exceeding ` 16,000 crore (Rupees Sixteen thousand crore
only) excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax,
goods and service tax, stamp duty, etc. from the Equity Shareholders of the Company as on the
Record Date, by way of Tender Offer through the stock exchange mechanism in terms of the Buyback
Regulations read with SEBI Circulars, on a proportionate basis.
Buyback Closing Date Friday, September 21, 2018
The number of Equity Shares that an Eligible Shareholder is entitled to tender in the Buyback Offer
Buyback Entitlement based on the number of Equity Shares held by such Eligible Shareholder on the Record Date and the
ratio of Buyback applicable in the category to which such Eligible Shareholder belongs.
Buyback Offer Price / Price at which Equity Shares will be bought back from the Eligible Shareholders i.e. ` 2,100 (Rupees
Offer Price Two thousand one hundred only) per Equity Share, payable in cash.
Maximum number of Equity Shares proposed to be bought back (i.e. 7,61,90,476 Equity Shares)
Buyback Offer Size /
multiplied by the Buyback Offer Price (i.e. ` 2,100 per Equity Share), not exceeding ` 16,000 crore
Offer Size
(Rupees Sixteen thousand crore only).
Buyback Opening Date Thursday, September 6, 2018
Buyback Regulations The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended.
CDSL Central Depository Services (India) Limited.
Clearing Corporation Indian Clearing Corporation Limited and National Securities Clearing Corporation Limited.
Company Tata Consultancy Services Limited.
Company’s Broker JM Financial Services Limited.
Designated Stock
The designated stock exchange for the Buyback, being, BSE.
Exchange
DIN Director Identification Number.
DP Depository Participant.
Draft Letter of Offer The draft letter of offer dated August 9, 2018.
DTAA Double Taxation Avoidance Agreement.
Eligible Shareholders Shareholders holding Equity Shares, either in physical or dematerialized form, as on the Record Date.
Equity Shares / Shares Fully paid-up equity shares of face value of ` 1 (Rupee One only) each of the Company.
Equity Shareholder /
Holders of Equity Shares and includes beneficial owners thereof.
Shareholder
The Escrow Account titled “TCS BUYBACK 2018 ESCROW ACCOUNT” opened with the Escrow
Escrow Account
Agent in terms of Escrow Agreement.

Escrow Agent CITIBANK N.A.
The escrow agreement dated August 21, 2018 entered into amongst the Company, the Manager and
Escrow Agreement
the Escrow Agent.
FEMA Foreign Exchange Management Act, 1999, as amended.
FII(s) Foreign Institutional Investors.
FPI(s) Foreign Portfolio Investors.
HUF Hindu Undivided Family.
Income Tax Act / ITA Income-tax Act, 1961 (including any statutory modifications or re-enactment thereof).
This letter of offer dated August 29, 2018 to be filed with SEBI containing disclosures in relation to
Letter of Offer the Buyback as specified in Schedule III of the Buyback Regulations, including comments received
from SEBI on the Draft Letter of Offer.
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
LODR Regulations
Regulations, 2015, as amended.
Manager to the Buyback /
JM Financial Limited.
Manager
Management Rules Companies (Management and Administration) Rules, 2014, as amended.
Non-Resident Includes Non-Resident persons and bodies corporate, Non-Resident Indians (NRI), Foreign
Shareholders Institutional Investors (FIIs), Foreign Portfolio Investors (FPIs) and erstwhile OCBs.
NSDL National Securities Depository Limited.
NSE The National Stock Exchange of India Limited.
OCB Overseas Corporate Bodies.
Promoters / Promoter Tata Sons Private Limited, Tata Investment Corporation Limited, Tata Industries Limited, Tata Steel
Companies Limited and The Tata Power Company Limited.
The public announcement made in accordance with the Buyback Regulations, dated August 6, 2018,
Public Announcement /
and published on August 7, 2018 in all editions of the Financial Express, an English daily and Jansatta,
PA
Hindi national daily, and Loksatta, a regional language Marathi daily, each with wide circulation.
PAN Permanent Account Number.
RBI Reserve Bank of India.
August 18, 2018 i.e. the date for the purpose of determining the Buyback Entitlement and the names of
Record Date the Eligible Shareholders, to whom the Letter of Offer will be sent and who are eligible to participate
in the Buyback Offer in accordance with Buyback Regulations.
Redeemable Preference
Redeemable preference shares of ` 1 each.
Shares
Registrar to the Buyback /
Link Intime India Private Limited.
Registrar
SEBI Securities and Exchange Board of India.
SEBI circular bearing number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with SEBI
SEBI Circulars
circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as amended.
Stockbroker(s) of Eligible Shareholder(s), through whom the Eligible Shareholder(s) want(s) to
Selling Member(s)
participate in the Buyback.
Share Capital Rules Companies (Share Capital and Debentures) Rules, 2014, as amended.
An Eligible Shareholder, who holds Equity Shares of market value not more than ` 2,00,000 (Rupees
Two lakh only) on the basis of closing price on the recognized stock exchange registering the highest
Small Shareholder
trading volume, as on the Record Date i.e. August 18, 2018, as defined in Regulation 2(1)(la) of the
Buyback Regulations.
Stock Exchanges BSE and NSE.
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Takeover Regulations
Regulations, 2011, as amended.
Tender Form Form of Acceptance-cum-Acknowledgement.
Tender Offer Method of buyback as defined in Regulation 2(1)(o) of the Buyback Regulations.
Period of 10 (Ten) Working Days from the Buyback Opening Date till the Buyback Closing Date
Tendering Period
(both days inclusive).
TRS Transaction Registration Slip.
Working Day Working day as defined under Regulation 2(1)(p) of the Buyback Regulations.

3 DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood that submission of this Letter
of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not
take any responsibility either for the financial soundness of the Company to meet the Buyback commitments or for the correctness of
the statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback, JM Financial Limited has certified that
the disclosures made in this Letter of Offer are generally adequate and are in conformity with the provisions of the Act and Buyback
Regulations. This requirement is to facilitate investors to take an informed decision for tendering their Equity Shares in the Buyback.
It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of
all relevant information in this Letter of Offer, the Manager to the Buyback is expected to exercise due diligence to ensure that the
Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback, JM Financial Limited,
has furnished to SEBI a due diligence certificate dated August 9, 2018 in accordance with Buyback Regulations which reads as follows:
“We have examined various documents and materials relevant to the Buyback as part of the due-diligence carried out by us in
connection with the finalization of the Public Announcement and the Draft Letter of Offer. On the basis of such examination and the
discussions with the Company, we hereby state that:
• The Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers relevant to
the Buyback Offer;
• All the legal requirements connected with the said Buyback Offer including the Buyback Regulations, have been duly complied
with;
• The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair and
adequate in all material respects for the Eligible Shareholders to make a well informed decision in respect of the captioned
Buyback Offer;
• Funds used for Buyback shall be as per the provisions of the Companies Act.”
The filing of offer document with SEBI, does not, however, absolve the Company from any liabilities under the provisions of the Act
or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback.
The Promoters / Board of Directors declare and confirm that no information / material likely to have a bearing on the decision of
Eligible Shareholders has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement /
mis-representation and in the event of it transpiring at any point of time that any information / material has been suppressed / withheld
and / or amounts to a mis-statement / mis-representation, the Promoters / Board of Directors and the Company shall be liable for penalty
in terms of the provisions of the Act and the Buyback Regulations.
The Promoters / Board of Directors also declare and confirm that funds borrowed from banks and financial institutions will not be used
for the Buyback.
Disclaimer for U.S. Persons:
The information contained in this Letter of Offer is exclusively intended for persons who are not US Persons as such term is defined
in Regulations of the US Securities Act of 1933, as amended, and who are not physically present in the United States of America. This
Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in the United States of America or
in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to observe
any such restrictions.
Disclaimer for Persons in foreign countries other than U.S.:
This Letter of Offer does not in any way constitute an offer to sell or an invitation to sell, any securities in any jurisdiction in which
such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of
the information contained in this Letter of Offer are requested to inform themselves about and to observe any such restrictions.
Important Notice to All Shareholders
1) This Letter of Offer has been prepared for the purposes of compliance with the Buyback Regulations. Accordingly the information
disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with
the laws and regulations of any jurisdiction outside of India. The Company and the Manager to the Buyback are under no
obligation to update the information contained herein at any time after the date of the Letter of Offer. The Letter of Offer shall
be dispatched to all Shareholders whose names appear on the register of members of the Company, as of the Record Date.
However, receipt of the Letter of Offer by any Shareholders in a jurisdiction in which it would be illegal to make this Tender
Offer, or where making this Tender Offer would require any action to be taken (including, but not restricted to, registration of
the Letter of Offer under any local securities laws), shall not be treated by such Shareholders as an offer being made to them.
Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to observe any
such restrictions. Any Eligible Shareholder who tenders his, her or its Equity Shares in the Buyback shall be deemed to have
declared, represented, warranted and agreed that he, she or it is authorized under the provisions of any applicable local laws,
rules, regulations and statutes to participate in the Buyback.

2) Forward Looking Statements
This Letter of Offer contains certain forward-looking statements. These forward-looking statements generally can be identified
by words or phrases such as ‘aim’, ‘anticipate’, ‘believe’, ‘expect’, ‘estimate’, ‘intend’, ‘objective’, ‘plan’, ‘project’, ‘will’,
‘will continue’, ‘will pursue’ or other words or phrases of similar import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties
and assumptions about the Company that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated
with expectations relating to, inter alia, regulatory changes pertaining to the industries in which the Company operates and its
ability to respond to them, the Company’s ability to successfully implement its strategy, its growth and expansion, technological
changes, exposure to market risks, general economic and political conditions in India or other key markets where it operates
which have an impact on its business activities or investments, the monetary and fiscal policies, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which the
Company operates.
4 TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING
The Buyback through Tender Offer has been authorised and approved by the Board of Directors at its meeting held on June 15, 2018.
The text of the resolution of the Board of Directors is set out below.
“RESOLVED THAT pursuant to Article 11 of the Articles of Association of the Company and the provisions of Sections 68, 69,
70 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Share Capital and Debenture)
Rules, 2014, to the extent applicable, and in compliance with the Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 1998, (“Buyback Regulations”), which expression shall include any modification or re-enactment thereof, and subject
to such other approvals, permissions, sanctions and exemptions as may be necessary including the approval of the members of the
Company, the Board hereby approves buyback of its fully paid-up equity shares of face value of `1 (Rupee One) each (“Equity Shares”)
up to 7,61,90,476 (Seven crore sixty one lakh ninety thousand four hundred and seventy six) Equity Shares (representing 1.99% of the
total issued and paid-up equity share capital of the Company) at a price of `2,100 (Rupees two thousand one hundred only) per Equity
Share payable in cash for an aggregate consideration not exceeding `16,000 crore (Rupees sixteen thousand crore only) excluding
transaction costs viz. brokerage, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., which is not
exceeding 25% of the aggregate of the paid-up share capital and free reserves as per the audited financial statements of the Company
as on March 31, 2018, out of the free reserves of the Company (retained earnings) and/or such other source as may be permitted by the
Buyback Regulations or the Act, from the Members of the Company, as on the record date, on a proportionate basis, through the Tender
Offer route through stock exchange mechanism as prescribed under the Buyback Regulations (“Buyback”).”
“RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback using the “Mechanism for
acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015.”
“RESOLVED FURTHER THAT the current surplus and/or cash balances and/or cash available from internal accruals be utilized for
the purpose of Buyback.”
“RESOLVED FURTHER THAT the Company may buyback Equity Shares from all the existing Members holding Equity Shares
of the Company on a proportionate basis, provided that 15% (fifteen percent) of the number of Equity Shares which the Company
proposes to Buyback or number of Equity Shares entitled as per the shareholding of small shareholders as on the record date, whichever
is higher, shall be reserved for the small shareholders, as prescribed under Regulation 6 of the Buyback Regulations.”
“RESOLVED FURTHER THAT the Buyback of Equity Shares from non-resident Members of the Company, including Overseas
Corporate Bodies (OCBs), Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs), Members of foreign nationality,
etc., shall be subject to such approvals if, and to the extent necessary or required from the concerned authorities including approvals
from the Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 and the rules, regulations framed
thereunder, if any.”
“RESOLVED FURTHER THAT the Board do hereby confirm that they have made a full enquiry into the affairs and prospects of the
Company and have formed an opinion that –
i. Immediately following the date of this Board Meeting and date on which the result of the postal ballot approving the proposed
Buyback offer is announced (“Postal Ballot Resolution”), there will be no grounds on which the Company could be found unable
to pay its debts.
ii. As regards the Company’s prospects for the year immediately following the date of this Board Meeting as well as for the
year immediately following the date of Postal Ballot Resolution and having regard to Board’s intention with respect to the
management of the Company’s business during that year and to the amount and character of the financial resources which will,
in the Board’s view be, available to the Company during that year, the Company will be able to meet its liabilities as and when
they fall due and will not be rendered insolvent within a period of one year from the date of this Board Meeting as also from the
date of Postal Ballot Resolution.
iii. In forming an opinion as aforesaid, the Board has taken into account the liabilities (including prospective and contingent
liabilities), as if the Company were being wound up under the provisions of the Act / Insolvency and Bankruptcy Code, 2016,
as applicable.”

“RESOLVED FURTHER THAT Mr. Rajendra Moholkar, Company Secretary, be and is hereby appointed as Compliance Officer
under the Buyback Regulations for the implementation of the Buyback.”
“RESOLVED FURTHER THAT the Board hereby confirms that:
i. All the equity shares for Buyback are fully paid-up;
ii. The Company, as per provisions of Section 68(8) of the Act, shall not make further issue of the same kind of equity shares or
other specified securities within a period of six months after the completion of the Buyback except by way of bonus shares or
equity shares issued to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or
conversion of preference shares or debentures into equity shares;
iii. The Company shall not raise further capital for a period of one year from the closure of the Buyback, except in discharge of
subsisting obligations;
iv. The Company shall not buyback locked-in equity shares and non-transferable equity shares till the pendency of the lock-in or
till the equity shares become transferable;
v. The Company shall not buyback its equity shares from any person through negotiated deal whether on or off the stock exchanges
or through spot transactions or through any private arrangement in the implementation of the Buyback;
vi. There are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or repayment of
any term loans to any financial institution or banks;
vii. That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
viii. That funds borrowed from Banks and Financial Institutions will not be used for the Buyback;
ix. The aggregate amount of the Buyback i.e. `16000,00,00,000 (Rupees Sixteen thousand crore only) does not exceed 25% of the
total paid-up capital and free reserves of the Company as on March 31, 2018;
x. The maximum number of equity shares proposed to be purchased under the Buyback (up to 7,61,90,476 equity shares), does not
exceed 25% of the total number of equity shares in the paid-up equity share capital as per the audited standalone balance sheet
as on March 31, 2018;
xi. The Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of the Buyback;
xii. There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act, as
on date; and
xiii. The ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up share
capital and free reserves after the Buyback.”
“RESOLVED FURTHER THAT the Board do hereby authorize Mr. Rajesh Gopinathan, Mr. N. Ganapathy Subramaniam,
Mr. Ramakrishnan V., Mr. Rajendra Moholkar and Mr. Pauroos Karkaria, severally, to exercise the following powers:-
i. To seek all regulatory approvals, if any, including of the Securities and Exchange Board of India (“SEBI”) and RBI for
implementing the Buyback.
ii. To decide the specified date / record date for the purpose of Buyback.
iii. To appoint, authorize, enter into agreements with and issue necessary instructions to Merchant Bankers, Registrar, Custodians,
advertising agencies, escrow agents, brokers, depository participants and all other intermediaries, advisors, consultants etc. as
may be required, desired or considered expedient for the implementation of the Buyback.
iv. To open, operate and close one or more bank accounts including escrow accounts required, if any, and to enter into escrow and
other agreements with and to give instructions to the bankers in connection therewith, and provide bank guarantee(s) as may be
required on such terms as deemed fit and to decide authorized signatories to such bank accounts including escrow accounts.
v. To open, operate and close one or more depository account / trading account / buyer broker account and to open, operate and
close special trading window account with both the BSE Limited and the National Stock Exchange of India Limited and to
decide the authorized signatories for depository account / trading account / buyer broker account / special trading window
account.
vi. To authorize bankers to act upon the instructions of the Merchant Banker as required under the Buyback Regulations.
vii. To adopt text of and to make Public Announcement, Draft Letter of Offer, Letter of Offer and all offer documents with respect
to the Buyback (“Buyback Offer Documents”) and any revision thereto.
viii. To file copies of the Buyback Offer Documents and any revision thereto with SEBI, the stock exchanges and other appropriate
authorities.
ix. To decide on opening date for commencing of offer for Buyback and closing date thereof.
x. To decide the ‘designated stock exchange’ for the Buyback.
xi. To decide on the time-table from the opening of the offer till the extinguishment of the shares.
xii. To carry out management discussion and analysis on the likely impact of the Buy Back on the Company’s earnings, public
holdings, holdings of NRIs / FIIs, etc., promoters’ holdings and change in management structure.

xiii. To issue, furnish and make disclosures, certificates, returns, confirmations etc. as may be required under the Act, Buyback
Regulations or other applicable law and to file such documents with the relevant persons as may be required under the Act,
Buyback Regulations or other applicable law.
xiv. To deal with stock exchanges (including their clearing corporations) where the equity shares of the Company are listed,
and to sign, execute and deliver such documents as may be necessary or desirable in connection with implementation
of the Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide
circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015.
xv. To make and file ‘Compliance Certificate’ as required under the Buyback Regulations.
xvi. To establish Investor Service Centre/s.
xvii. To adopt text of and publish the relevant Buyback Offer Documents before and after Buyback.
xviii. To verify offer / acceptances received.
xix. To finalize basis of acceptance.
xx. To pay to the shareholders consideration for shares bought back pursuant to the Buyback.
xxi. To issue rejection letters, if any.
xxii. To extinguish shares bought back within the time limit specified under the Buyback Regulations and to destroy share certificates
upon the completion of the Buy Back.
xxiii. To file ‘Return of Buyback’ with Registrar and other statutory authorities.
xxiv. To maintain ‘Register of Securities bought back’.
xxv. To take appropriate action for the removal of difficulties if any and to decide on all matters in connection with or incidental to,
the implementation of the Buyback.
xxvi. To authorize the merchant bankers, Registrar or other agencies appointed for the purpose of buyback to carry out any of the
above activities.
xxvii. To do all such acts, matters and things incidental or necessary in connection with the Buyback and sign and deliver such
documents as may be necessary, desirable or expedient.”
“RESOLVED FURTHER THAT the approval of the shareholders by postal ballot be sought and that the draft notice of Postal Ballot
as circulated to the Board be and is hereby approved.”
“RESOLVED FURTHER THAT Mr. N. Chandrasekaran, Mr. Rajesh Gopinathan, Mr. N. Ganapathy Subramaniam,
Mr. Ramakrishnan V., and Mr. Rajendra Moholkar be and are hereby severally authorized to (i) finalise, sign and issue the notice for
postal ballot, the accompanying explanatory statement (ii) appoint an agency for providing the electronic platform for e-voting on
suitable terms (iii) carry out all incidental activities in connection with obtaining approval of the shareholders by a special resolution
and (iv) do all such acts, deeds and things as may be necessary to give effect to this resolution.”
”RESOLVED FURTHER THAT the draft of the Declaration of Solvency in the prescribed form, placed before the meeting be and is
hereby approved and that Mr. Rajesh Gopinathan, Chief Executive Officer and Managing Director and any one of the Directors be and
are hereby authorized jointly to sign the same, for and on behalf of the Board and file the same with the Registrar of Companies and
SEBI.”
“RESOLVED FURTHER THAT Mr. N. Chandrasekaran, Mr. Rajesh Gopinathan, Mr. N. Ganapathy Subramaniam,
Mr. Ramakrishnan V. and Mr. Rajendra Moholkar, be and are hereby severally authorized, to do all such acts, deeds, matters and things
as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.”
5 DETAILS OF THE PUBLIC ANNOUNCEMENT
5.1 In accordance with Regulation 8(1) of the Buyback Regulations, the Company has made the Public Announcement dated
August 6, 2018, which was published in the following newspapers on August 7, 2018:
Sr.
Name of the Newspaper Language Edition
No.
1. Financial Express English All editions
2. Jansatta Hindi All editions
3. Loksatta Marathi All editions
5.2 The Public Announcement was issued within 2 (two) Working Days from the date of passing the special resolution by the Equity
Shareholders approving the Buyback through postal ballot, the results of which were declared on August 4, 2018.
5.3 The Company will publish further notices or corrigenda, if any, in the abovementioned newspapers.
5.4 A copy of the Public Announcement is available on the SEBI website at www.sebi.gov.in.

6 DETAILS OF THE BUYBACK
6.1 The Buyback has been authorized by a resolution of the Board of Directors on June 15, 2018. The Board had sought approval
of the shareholders of the Company for Buyback, by a special resolution, through notice of postal ballot dated June 15, 2018
(“Postal Ballot Notice”), the results of which were announced on August 4, 2018. The shareholders of the Company have
approved the Buyback by special resolution through postal ballot process. The details of the Buyback are set out below:
Name of the Company Tata Consultancy Services Limited

Maximum number of Equity The Company proposes to buyback up to 7,61,90,476 (Seven crore sixty one lakh ninety
Shares proposed to be bought thousand four hundred seventy six) Equity Shares of face value of ` 1 (Rupee One only)
back pursuant to the Buyback. each of the Company.
Number of Equity Shares The Equity Shares to be bought back pursuant to the Buyback represents 1.99% of the
proposed to be bought back total issued and paid-up equity share capital.
pursuant to the Buyback as a
percentage of the existing
paid-up equity share capital of
the Company.
Buyback Offer Price. The Equity Shares of the Company are proposed to be bought back at a price of
` 2,100 (Rupees Two thousand one hundred only) per share.
Applicable regulations of SEBI The Buyback is being undertaken in terms of Chapter III of the Buyback Regulations
and provisions of the Act, in through tender offer route and in accordance with other applicable provisions of the
accordance with which the Buyback Regulations, the SEBI Circulars, LODR Regulations and Sections 68, 69,
Buyback is made. 70 and other applicable provisions, if any, of the Act, and the relevant rules framed
thereunder, including the Share Capital Rules and the Management Rules, to the extent
applicable.
Methodology for the Buyback. The Buyback is on a proportionate basis through the “Tender Offer” route, as prescribed
under the Buyback Regulations and in accordance with the “Mechanism for acquisition
of shares through Stock Exchanges” as prescribed under the SEBI Circulars.
In this regard, the Company will request the Stock Exchanges viz. BSE and NSE to
provide the acquisition window for facilitating tendering of Equity Shares under the
Buyback. For the purposes of this Buyback, BSE will be the Designated Stock Exchange.
Maximum amount to be expensed The maximum amount required for Buyback will not exceed ` 16,000 crore (Rupees
towards the Buyback and its Sixteen thousand crore only) excluding transaction costs viz. brokerage, applicable taxes
percentage with respect to the such as securities transaction tax, goods and service tax, stamp duty, etc. The said amount
total paid-up equity share capital works out to 21.54% of aggregate of total paid-up equity share capital and free reserves
and free reserves and percentage of the Company and 21.09% of the net worth, as per the audited standalone financial
with respect to net worth of the statements of the Company as on March 31, 2018, which is within the prescribed limit
Company. of 25% under the Act.
Shareholding of the Promoters Please refer to Paragraph 13 (Capital Structure and Shareholding Pattern) of this Letter
and its percentage with respect of Offer, for details of the shareholding of the Promoters and its percentage with respect
to the total paid-up equity share to the total paid-up equity share capital of the Company.
capital of the Company.
Intention of the Promoters to In terms of the Buyback Regulations, under the “Tender Offer” route, promoters have the
participate in the Buyback. option of participating in a buyback.
Accordingly, in the present Buyback, the Promoters / Promoter Companies have expressed
their intention to participate in the Buyback and may tender up to an aggregate maximum
of 5,47,91,619 Equity Shares or such lower number of Equity Shares in accordance with
the provisions of the Buyback Regulations. Please see below for further details:
S r. Name Maximum Number of Equity
No. Shares Intended to Tender
1. Tata Sons Private Limited 5,47,69,533
2. Tata Investment Corporation Limited 20,978
3. Tata Steel Limited 947
4. Tata Industries Limited 145
5. The Tata Power Company Limited 16
Total 5,47,91,619
Promoters’ shareholding after the Please refer to the Paragraph 13 (Capital Structure and Shareholding Pattern) of this
completion of the Buyback. Letter of Offer, for details of the shareholding of the Promoters following completion
of the Buyback.
10

6.2 The Company confirms that after the completion of the Buyback, the non-promoter shareholding of the Company shall not fall
below the minimum level required as per Regulation 38 of the LODR Regulations.
7 AUTHORITY FOR THE BUYBACK
7.1 This Buyback is pursuant to Article 11 of the Articles of Association of the Company, Sections 68, 69, 70 and other applicable
provisions, if any, of the Act, the relevant rules framed thereunder, including the Share Capital Rules, and the Management
Rules, to the extent applicable, and the Buyback Regulations.
7.2 This Buyback is further subject to approvals, permissions and sanctions as may be necessary, from time to time from
statutory, regulatory or governmental authorities as required under applicable laws, including but not limited to SEBI and the
Stock Exchanges.
7.3 This Buyback has been duly authorised by a resolution of the Board of Directors dated June 15, 2018. Further, the Buyback
has been authorised by the Equity Shareholders by a special resolution through postal ballot (including e-voting) in accordance
with the provisions of Section 110 of the Act and Rule 22 of the Management Rules, the results of which were announced on
August 4, 2018.
8 NECESSITY / OBJECTIVE OF THE BUYBACK
The current Buyback is a capital allocation decision taken with the objective of improving the Company’s Return on Equity and
increasing shareholder value in the longer term.
9 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY
9.1 The Company believes that the Buyback is not likely to cause any material impact on the profitability or earnings of the
Company except to the extent of reduction in the amount available for investment, which the Company could have otherwise
deployed towards generating investment income. Assuming full response to the Buyback, the funds deployed by the Company
towards the Buyback would not exceed ` 16,000 crore (Rupees Sixteen thousand crore only), excluding transaction costs
viz. brokerage, applicable taxes such as securities transaction tax, goods and service tax, stamp duty, etc.
9.2 In terms of the Buyback Regulations, under the tender offer route, a promoter has the option to participate in a buyback.
Accordingly, in this Buyback, the Promoters / Promoter Companies have expressed their intention to participate in the Buyback
and may tender up to an aggregate maximum of 5,47,91,619 Equity Shares or such lower number of Equity Shares in accordance
with the provisions of the Buyback Regulations.
Sr. Number of Maximum Number of

Name
No. Equity Shares Held Shares Intended to Tender
1 Tata Sons Private Limited 2,75,22,37,822 5,47,69,533
2 Tata Investment Corporation Limited 10,54,220 20,978
3 Tata Steel Limited 47,608 947
4 Tata Industries Limited 7,220 145
5 The Tata Power Company Limited 766 16
Total 2,75,33,47,636 5,47,91,619
9.3 The details of the date and price of acquisition of the Equity Shares that the Promoters / Promoter Companies intend to tender
are set out below:
Number of Consideration Face
Date of Transaction Nature of Transaction
Equity Shares (` per Share) Value (`)
Tata Sons Private Limited
June 16, 2000 Purchase 3,64,40,002 15.51 10
March 30, 2001 Sale 36,13,474 15.51 10
March 28, 2002 Sale 30,526 15.51 10
Sub Total 3,27,96,002
May 5, 2004 Split (from ` 10 to ` 1) 32,79,60,020 1.55 1
May 13, 2004 Bonus 8,19,90,005 - 1
August 19, 2004 Sale 2,27,74,996 827.40 1
November 8, 2005 to December 9, 2005 Sale 47,50,000 1,519.38 1
December 10, 2005 Purchase 68,17,196 153.54 1
June 29, 2006 Bonus 38,92,42,225 - 1
September 27, 2006 to September 29, 2008 Sale 5,67,82,251 891.19 1
June 18, 2009 Bonus 72,17,02,199 - 1
October 21, 2011 Purchase 47,300 1,058.77 1
June 6, 2017 Tendered in buyback offer 3,60,63,787 2,850.00 1
March 13, 2018 Sale 3,12,69,000 2,856.58 1
June 4, 2018 Bonus 1,37,61,18,911 - 1
Total 2,75,22,37,822
11

Number of Consideration Face
Date of Transaction Nature of Transaction
Equity Shares (` per Share) Value (`)
Tata Investment Corporation Limited
August 12, 2006 Bonus 25,226 - 1
September 10, 2007 Purchase 90,000 1,064.25 1
December 18, 2007 Purchase 1,00,000 1,015.69 1
September 29, 2008 Purchase 40,000 676.64 1
June 18, 2009 Bonus 2,55,226 - 1
May 30, 2011 Purchase 5,000 1,156.61 1
June 20, 2011 Purchase 10,000 1,082.80 1
August 5, 2011 Purchase 5,000 1,052.44 1
August 5, 2011 Purchase 5,000 1,051.54 1
August 5, 2011 Purchase 5,000 1,058.52 1
August 5, 2011 Purchase 5,000 1,051.78 1
April 1, 2012 Purchase 45,000 1,101.33 1
September 21, 2016 Sale 40,452 2,401.30 1
June 6, 2017 Tendered in buyback offer 22,890 2,850.00 1
June 4, 2018 Bonus 5,27,110 - 1
Total 10,54,220
Tata Steel Limited
April 4, 2014 Acquired through 24,400 0.31 1
amalgamation of Kalimati
Investment Company
Limited
June 6, 2017 Tendered in buyback offer 596 2,850.00 1
June 4, 2018 Bonus 23,804 - 1
Total 47,608
Tata Industries Limited
June, 18, 2009 Bonus 5,14,850 - 1
May 11, 2015 Sale 42,334 2,546.89 1
May 11, 2015 Sale 1,08,816 2,550.37 1
January 18, 2017 Sale 1,00,000 2,276.14 1
January 19, 2017 Sale 50,000 2,289.29 1
January 19, 2017 Sale 1,00,000 2,288.11 1
January 20, 2017 Sale 30,000 2,282.12 1
January 20, 2017 Sale 50,000 2,283.67 1
January 20, 2017 Sale 30,000 2,281.31 1
June 4, 2018 Bonus 3,610 - 1
Total 7,220
The Tata Power Company Limited
December 4, 2001 Purchase 9 15.51 10
May 5, 2004 Split (from ` 10 to ` 1) 90 1.55 1
May 5, 2004 Bonus 23 - 1
July 31, 2006 Bonus 113 - 1
June 18, 2009 Bonus 226 - 1
June 4, 2018 Bonus 383 - 1
Total 766
9.4 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Shareholders up to their
entitlement, the aggregate shareholding of the Promoter Companies after the completion of the Buyback shall increase to
72.13% of the post-Buyback total paid-up equity share capital of the Company from 71.92% of the pre-Buyback total paid-up
equity share capital of the Company, and the aggregate public shareholding of the Company shall decrease to 27.87% of the
post-Buyback total paid-up equity share capital of the Company from 28.08% of the pre-Buyback total paid-up equity share
capital of the Company.
9.5 The Buyback shall not result in a change in control or otherwise affect the existing management structure of the Company.
12

9.6 Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-Resident Shareholders, Indian
financial institutions, banks, mutual funds and the public including other bodies corporate, the shareholding of each such person
shall undergo a change.
9.7 The debt-equity ratio after the completion of the Buyback will be within the permissible limit of 2:1 prescribed by the Act, even
if the response to the Buyback is to the extent of 100% (full acceptance).
9.8 The Company believes that the Buyback will not impact the growth opportunities of the Company.
9.9 The Company shall not raise further capital for a period of 1 (one) year from the closure of the Buyback offer except in discharge
of its subsisting obligations.
9.10 The Company shall not issue new shares or other specified securities including by way of a bonus issue till the date of closure
of the Buyback.
9.11 The Promoters shall not deal in the Equity Shares of the Company, including any inter se transfer of shares amongst the
promoters / promoter group for the period between the date of passing of the special resolution and the date of the closure of the
Buyback in accordance with the Buyback Regulations.
9.12
Salient financial parameters pursuant to the Buyback based on the audited standalone financial statements of the Company are
set out below:
As at and for the period ended As at and for the year ended
Parameter June 30, 2018 March 31, 2018
Pre-Buyback Post-Buyback Pre-Buyback Post-Buyback
Net worth (` in lakhs) a 76,14,685 60,14,685 75,86,608 59,86,608
Return on net worth b 33.76% 42.74% 33.27% 42.16%
Earnings Per Equity Share (`) c 18.64 19.02 65.57 66.90
Book Value Per Equity Share (`) d 198.89 160.29 198.16 159.54
Price / Earnings ratio e 27.52 26.97 21.72 21.29
Total debt equity ratio f 0.001 0.001 0.003 0.004
Notes:
Pre and post Buyback calculations are based on audited standalone financials of the Company as on June 30, 2018 and
March 31, 2018. The post-Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount
(assuming full acceptance) without factoring in any impact on the profit & loss account. Net worth used excludes revaluation
reserves and miscellaneous expenditure to the extent not written off.
a. For the above purpose, “net worth” means the aggregate value of the paid-up share capital and all reserves created out
of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited standalone balance sheet, but does not
include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
b. Return on net worth is computed as profit after tax for the relevant period divided by closing net worth for period.
Return on net worth for period ending June 30, 2018 is computed as profit after tax for the last 12 months ending
June 30, 2018 divided by closing net worth as on June 30, 2018. Net worth used excludes revaluation reserves and
miscellaneous expenditure to the extent not written off.
c. Earnings per share calculated as profit after tax for the relevant period divided by total number of shares pre-Buyback
and total number of shares post-Buyback. While calculating earnings per Equity Share for the financial year ending
March 31, 2018, total number of outstanding Equity Shares as on March 31, 2018 is adjusted for issuance of bonus equity
shares (1:1) by the Company on June 03, 2018.
d. Book value per Equity Share at the end of relevant period is calculated as pre-Buyback net worth divided by total
number of shares pre-Buyback and post-Buyback net worth divided by total number of shares post-Buyback. Book value
used excludes revaluation reserves and miscellaneous expenditure to the extent not written off. While calculating Book
value per Equity Share for the financial year ending March 31, 2018, total number of outstanding Equity Shares as on
March 31, 2018 is adjusted for issuance of bonus equity shares (1:1) by the Company on June 03, 2018.
e. Price / Earnings ratio is calculated as closing market price of the Equity Shares on NSE on the last date of the relevant
period divided by Earnings per equity share for the relevant period on pre and post Buyback basis. Price / Earnings ratio
for period ending June 30, 2018 is calculated as closing market price of the Equity Shares on NSE as on June 30, 2018
divided by earning per equity share calculated using profits of last 12 months ending as on June 30, 2018 on pre and post
Buyback basis. Closing market price of the Equity Shares on NSE on March 31, 2018 is adjusted for issuance of bonus
equity shares (1:1) by the Company on June 03, 2018. While calculating earnings per Equity Share for the financial year
ending March 31, 2018, total number of outstanding Equity Shares has been adjusted for issuance of bonus equity shares
(1:1) by the Company on June 3, 2018. When the Balance Sheet date of any reporting period falls on a holiday, closing
market price has been considered of the last trading day for that period.
f. Total debt/equity ratio is calculated as total debt divided by net worth. Net worth used excludes revaluation reserves and
miscellaneous expenditure to the extent not written off.
13

10 BASIS OF CALCULATING THE OFFER PRICE
10.1 The Equity Shares of the Company are proposed to be bought back at the Offer Price, i.e. a price of ` 2,100 (Rupees Two
thousand one hundred only) per share. The Offer Price has been arrived at after considering various factors including, but not
limited to the trends in the volume weighted average prices and closing price of the Equity Shares on the Stock Exchanges
where the Equity Shares of the Company are listed, the net worth of the Company, price earnings ratio, impact on other financial
parameters and the possible impact of Buyback on the earnings per share.
10.2
The Offer Price represents:
10.2.1 premium of 31.72% and 32.21% to the volume weighted average market price of the Equity Share on BSE and on NSE,
respectively, during the 3 (three) months preceding June 12, 2018, being the date of intimation to the Stock Exchanges of
the date of the Board Meeting to consider the proposal of the Buyback (“Intimation Date”), and
10.2.2
premium of 17.91% over the closing price of the Equity Share on BSE and on NSE, as on the Intimation Date.
The closing market price of the Equity Shares as on the Intimation Date was ` 1,781.00 for both BSE and the NSE.
10.3 The audited financial statements of the Company, for the period ended June 30, 2018 and year ended March 31, 2018 were
announced by the Company on July 10, 2018 and April 19, 2018, respectively. The impact on financial parameters such as the
book value per Equity Share, return on net worth and the possible impact of Buyback on the earnings per share (“EPS”) are
based on the audited financials for the quarter ended June 30, 2018 and financial year ended March 31, 2018.
10.3.1 The Buyback Price is higher by 955.9% and 959.8% over the book value per Equity Share as on
June 30, 2018 and March 31, 2018, respectively, of the Company on standalone basis, which was ` 198.89 and
` 198.16 per Equity Share, respectively. Book value used excludes revaluation reserves and miscellaneous expenditure
to the extent not written off. While calculating book value per Equity Share as on March 31, 2018, total number of
outstanding Equity Shares as on March 31, 2018 is adjusted for issuance of bonus equity shares (1:1) by the Company on
June 3, 2018.
10.3.2 The basic EPS of the Company prior to the Buyback, both for the period / year ended June 30, 2018 and
March 31, 2018 were ` 18.64 and ` 65.57, per Equity Share on standalone basis respectively. Assuming full acceptance
under the Buyback, the EPS of the Company for the period / year ended June 30, 2018 and March 31, 2018 will be
` 19.02 and ` 66.90, per Equity Share post the Buyback, on standalone basis respectively. The post Buyback numbers are
calculated by reducing the net worth at the end of respective period / year by the proposed Buyback amount (assuming
full acceptance) without factoring in any impact on the profit and loss account.
10.3.3
The return on net worth of the Company on standalone basis was 33.76% as on June 30, 2018 and 33.27% as on
March 31, 2018, which will increase to 42.74% and 42.16% respectively post-Buyback assuming full acceptance of
the Buyback. The post-Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount
(assuming full acceptance) without factoring in any impact on the profit and loss account. Return on net worth for the
period ended June 30, 2018 is computed as profit after tax for the last 12 months ending June 30, 2018 divided by closing
net worth as at June 30, 2018. Net worth used excludes revaluation reserves and miscellaneous expenditure to the extent
not written off.
10.4 The Company confirms that as required under Section 68(2)(d) of the Act, the ratio of the aggregate of secured and unsecured
debts owed by the Company will not be more than twice the paid-up capital and free reserves after the Buyback.
11 SOURCES OF FUNDS FOR THE BUYBACK
11.1 Assuming full acceptance, the funds that would be employed by the Company for the purpose of the Buyback
of 7,61,90,476 (Seven crore sixty one lakh ninety thousand four hundred seventy six) Equity Shares at a price of
` 2,100 (Rupees Two thousand one hundred only) per Equity Share would not exceed ` 16,000 crore (Rupees Sixteen thousand
crore only) excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, goods and service tax,
stamp duty, filing fees, etc.
11.2 The funds for the implementation of the proposed Buyback will be sourced out of the free reserves (retained earnings) and / or
such other source as may be permitted by the Buyback Regulations or the Act.
11.3 The Company shall transfer from its free reserves, a sum equal to the nominal value of the Equity Shares so bought back to the
capital redemption reserve account, and details of such transfer shall be disclosed in its subsequent audited financial statements.
The funds borrowed, if any, from banks and financial institutions will not be used for the Buyback.
12 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN
12.1 In accordance with Regulation 10 of the Buyback Regulations, an escrow agreement (“Escrow Agreement”) has been entered
into amongst the Company, the Manager and the Escrow Agent on August 21, 2018.
12.2 In accordance with the Buyback Regulations and pursuant to the Escrow Agreement, the Company has opened an
Escrow Account in the name and style “TCS BUYBACK 2018 ESCROW ACCOUNT” bearing account number
21950009 with the Escrow Agent, viz., CITIBANK N.A. having its office at First International Finance Centre (FIFC),
Plot Nos. C-54 & C-55, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 098. In accordance with Regulation 10 of
the Buyback Regulations, the Company proposes to deposit applicable amount in the Escrow Account and will make a deposit
of government securities with appropriate margin with the Manager before the Buyback Opening Date. In accordance with the
14

Buyback Regulations, the Manager to the Buyback will be empowered to operate such Escrow Account and realise the value of
government securities by sale or otherwise and if there is any deficit on realisation of the value of the government securities, the
Manager shall be liable to make good any such deficit.
12.3 B S R & Co. LLP (Partner’s Name: Balajirao Pothana; Membership Number: 122632; Firm Registration Number
101248W/W-100022), Chartered Accountants, having its office at 5th Floor, Lodha Excelus, Apollo Mills Compound,
N.M. Joshi Marg, Mahalakshmi, Mumbai – 400 011 (Tel: +91 22 4345 5300; Fax: +91 22 4345 5399), has certified vide its
certificate dated August 6, 2018 that the Company has adequate funds for the purposes of the Buyback of 7,61,90,476
(Seven crore sixty one lakh ninety thousand four hundred seventy six) Equity Shares at `2,100 (Rupees Two thousand one
hundred only) each.
12.4 Based on the aforementioned certificate, the Manager to the Buyback confirms that they are satisfied that firm arrangements
for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the Buyback in
accordance with the Buyback Regulations.
13 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
13.1
The present capital structure of the Company is set out below.
Aggregate value at
face value of
` 1 each (in `)
A AUTHORISED SHARE CAPITAL
460,05,00,000 Equity Shares 460,05,00,000
105,02,50,000 Redeemable Preference Shares 105,02,50,000
Total 565,07,50,000
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE BUYBACK
382,85,75,182 Equity Shares 382,85,75,182
13.2
Details of buyback programmes undertaken by the Company in the last 3 (three) years are given below:
Equity Shares Bought

Sr. No. Opening Date Closing Date Method of Buyback
Back
1 May 18, 2017 May 31, 2017 Tender Offer 5,61,40,350
13.3 The Company confirms that there are no partly paid-up equity shares or calls in arrears.
13.4 The Company confirms that it shall not issue, including through a bonus issue, Equity Shares or any other specified securities,
until the Buyback Closing Date in accordance with Regulation 19(1)(b) of the Buyback Regulations.
13.5 The Company does not have any convertible securities.
13.6 Assuming full acceptance in the Buyback, the issued, subscribed and paid-up equity share capital of the Company after the
completion of the Buyback Offer would be as set out below:
Aggregate value at
face value of
` 1 each (in `)
A AUTHORISED SHARE CAPITAL
460,05,00,000 Equity Shares 460,05,00,000
105,02,50,000 Redeemable Preference Shares 105,02,50,000
Total 565,07,50,000
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE BUYBACK
375,23,84,706 Equity Shares* 375,23,84,706
*Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement.
15

13.7 There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the Act.
The shareholding pattern of the Company (i) pre-Buyback as on the Record Date; and (ii) after the completion of the Buyback
is set out below:
Pre-Buyback Post-Buyback#
Category Number of % of Number of % of
Equity Shares Shareholding Equity Shares Shareholding
Promoter Companies 275,33,47,636 71.92 270,64,61,223 72.13
Foreign Investors (including Non
Resident Indians / FIIs / FPIs / Foreign 62,66,81,034 16.37
Nationals / OCBs)
Financial Institutions / Banks / NBFCs 104,59,23,483 27.87
27,71,23,164 7.24
and Mutual Funds / Insurance Companies
Others (Public, Bodies Corporate,
17,14,23,348 4.47
Clearing Members, Trust and HUF)
Total 382,85,75,182 100.00 375,23,84,706 100.00
#
Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement.
13.8 The aggregate shareholding of (i) the Promoters / Promoter Companies; (ii) Directors of the Promoter Companies; and
(iii) the Directors and Key Managerial Personnel of the Company as on date of the Public Announcement, i.e. August 6, 2018:
13.8.1 Aggregate shareholding of the Promoters / Promoter Companies as on August 6, 2018:
Number of
Sr. No. Name Equity Shares % Shareholding
Held
1 Tata Sons Private Limited 2,75,22,37,822 71.89
2 Tata Investment Corporation Limited 10,54,220 0.03
3 Tata Steel Limited 47,608 0.00
4 Tata Industries Limited 7,220 0.00
5 The Tata Power Company Limited 766 0.00
Total 2,75,33,47,636 71.92
13.8.2 Aggregate shareholding of the Directors of Promoter Companies as on August 6, 2018:
Number of
Held
Tata Sons Private Limited
1 Mr. N. Chandrasekaran 1,77,056 0.00
2 Mrs. Farida Khambata 6,000 0.00
3 Mr. Harish Manwani* 4,000 0.00
4 Mr. Bhaskar Bhat 160 0.00
Tata Investment Corporation Limited
1 Mr. Noel N. Tata* 22,49,084 0.06
2 Mr. Farokh N. Subedar* 10,306 0.00
3 Mr. Pradip P. Shah* 5,150 0.00
4 Mr. Amit N. Dalal* 4,427 0.00
5 Mr. Ardeshir B. Dubash* 3,460 0.00
6 Mr. Zubin S. Dubash 2,782 0.00
7 Mr. Hoshang N. Sinor* 88 0.00
Tata Steel Limited
2 Mr. Narendran T. V.* 272 0.00
1 Mr. Farokh N. Subedar* 10,306 0.00
2 Ms. Aarthi Subramanian 5,600 0.00
16

Number of
Held
The Tata Power Company Limited
2 Mr. Ashok Sethi* 272 0.00
3 Mr. Nawshir Mirza 95 0.00
* includes shares held jointly with relative
13.8.3 Aggregate shareholding of the Directors and Key Managerial Personnel of the Company as on August 6, 2018:
Number of
Sr. No. Name Designation Equity Shares % Shareholding
Held
1 Mr. N. Chandrasekaran Chairman 1,77,056 0.00
Chief Executive Officer and
2 Mr. Rajesh Gopinathan 2,260 0.00
Managing Director
Chief Operating Officer and
3 Mr. N. Ganapathy Subramaniam 1,97,760 0.00
Executive Director
4 Ms. Aarthi Subramanian Non-Executive Director 5,600 0.00
5 Mr. Ramakrishnan V. Chief Financial Officer 2,000 0.00
6 Mr. Rajendra Moholkar Company Secretary 364 0.00
13.9 Aggregate Equity Shares purchased or sold by (i) Promoter Companies; (ii) Directors of the Promoter Companies; and
(iii) Directors & Key Managerial Personnel of the Company during a period of 12 (twelve) months preceding the date of the
Public Announcement i.e. August 6, 2018:
13.9.1 Aggregate of Equity Shares purchased or sold by the Promoter Companies:
Aggregate
Maximum Minimum
Number of Date of Date of
Nature of Price Per Price Per
Name Equity Shares Maximum Minimum
Transactions Equity Share Equity Share
purchased / Price Price
(`) (`)
sold
Tata Sons Private 3,12,69,000 Sale 2,876.46 March 13, 2,872.19 March 13,
Limited 2018 2018
Tata Sons Private 1,37,61,18,911
Limited
Tata Investment 5,27,110
Corporation Limited
Bonus Issue Not Applicable
Tata Steel Limited 23,804
Tata Industries Limited 3,610
The Tata Power 383
Company Limited
13.9.2 Aggregate Equity Shares purchased or sold by the Directors of the Promoter Companies:
Aggregate
Maximum Minimum
(`) (`)
sold
Mr. Noel N. Tata* 2,07,463 Sale 3,171.00 February 1, 2,692.51 January 11,
Tata Investment 2018 2018
Corporation Limited
Mr. Koushik 900 Sale 2,938.78 February 7, 2,938.78 February 7,
Chatterjee* 2018 2018
Tata Steel Limited
Mr. Nawshir Mirza 95 Purchase 1,834.44 June 22, 2018 1,794.82 June 22, 2018
The Tata Power
Company Limited
17

Aggregate
Maximum Minimum
(`) (`)
sold
Mr. Amit Dalal* 333 Inheritance Not Applicable
Tata Investment
Corporation Limited
Mr. Noel N. Tata* 11,24,542
Tata Investment
Corporation Limited
Mr. N. Chandrasekaran 88,528
Tata Sons Private
Limited,
Tata Steel Limited and
The Tata Power
Company Limited
Mr. Farokh N. Subedar* 5,153
Tata Investment
Corporation Limited
and Tata Industries
Limited
Mrs. Farida Khambata 3,000
Tata Sons Private
Limited
Ms. Aarthi Subramanian 2,800
Mr. Pradip P. Shah* 2,575
Tata Investment
Corporation Limited
Mr. Amit N. Dalal* 2,047
Bonus Issue Not Applicable
Tata Investment
Corporation Limited
Mr. Harish Manwani* 2,000
Tata Sons Private
Limited
Mr. Ardeshir B. 1,730
Dubash*
Tata Investment
Corporation Limited
Mr. Zubin S. Dubash 1,391
Tata Investment
Corporation Limited
Mr. Narendran T. V.* 136
Tata Steel Limited
Mr. Ashok Sethi* 136
The Tata Power
Company Limited
Mr. Bhaskar Bhat 80
Tata Sons Private
Limited
Mr. Hoshang N. Sinor* 44
Tata Investment
Corporation Limited
*includes shares held jointly with relative
18

13.9.3 Aggregate Equity Shares purchased or sold by the Directors and Key Managerial Personnel of the Company:
Aggregate
Maximum Minimum
(`) (`)
sold
Mr. Ramakrishnan V. 700 Purchase 2,538.60 August 18, 2,538.60 August 18,
2017 2017
Mr. N. Chandrasekaran 88,528
Mr. Rajesh Gopinathan 1,130
Mr. N. Ganapathy 98,880
Subramaniam Bonus Issue Not Applicable
Ms. Aarthi Subramanian 2,800
Mr. Ramakrishnan V. 1,000
Mr. Rajendra Moholkar 182
14 BRIEF INFORMATION OF THE COMPANY

14.1 In 1968, Tata Consultancy Services (“TCS Division”), was established as an unincorporated division of Tata Sons to provide
management and technology consultancy services. RR Donnelley (India) Private Limited was incorporated on January 19, 1995.
The word ‘Private’ was deleted on April 5, 1995. Subsequently, on March 19, 2001, the name of RR Donnelley (India) Limited
was changed to Orchid Print India Limited. Thereafter, on December 17, 2002, Orchid Print India Limited was renamed as
Tata Consultancy Services Limited. Pursuant to the Scheme as sanctioned by the High Court of Judicature at Bombay on
May 9, 2003 and April 7, 2004, Tata Sons transferred the unincorporated TCS Division to Tata Consultancy Services Limited
as a going concern. The equity shares of the Company were listed on the BSE (Code: 532540) and NSE (Code: TCS) on
August 25, 2004.
14.2 The Promoters / Promoter Companies currently hold 71.92% of the total Equity Share capital of the Company. The Company
is a information technology (IT) services, consulting and business solutions organization that offers a consulting-led, cognitive
powered, integrated portfolio of IT, Business & Technology, and engineering services. Headquartered in Mumbai, the Company
is the flagship company of the Tata Group.
14.3 The registered office of the Company is located at 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021.
14.4 Performance of the Company in brief
a) For the Financial year ended March 31, 2018, the Company’s reported revenue of ` 97,356 crore was higher by
5.03% against ` 92,693 crore for the financial year ended March 31, 2017.
b) Further, the net profit of ` 25,241 crore was higher by 6.71% for the year ended March 31, 2018 over the previous year
net profit of ` 23,653 crore.
14.5 The current authorised share capital of the Company is of ` 565,07,50,000 (Rupees Five hundred and sixty five crore, seven lakh
and fifty thousand only) consisting of 460,05,00,000 (Four hundred and sixty crore and five lakh) Equity Shares of face value of
` 1 (Rupee One only) each and 105,02,50,000 (One hundred and five crore two lakh and fifty thousand) Redeemable Preference
Shares of face value of ` 1 each, aggregating to ` 565,07,50,000 (Rupees Five hundred and sixty five crore, seven lakh and fifty
thousand only). The total paid-up share capital of the Company is ` 382,85,75,182 (Rupees Three hundred and eighty two crore
eighty five lakhs seventy five thousand one hundred and eighty two only) represented by 382,85,75,182 (Three hundred and
eighty two crore eighty five lakhs seventy five thousand one hundred and eighty two) Equity Shares of ` 1 (Rupee one only)
each.
14.6 The history of the Equity Share capital of the Company is set out below:
Face Cumulative Cumulative Paid-

Number of Equity Issue Nature of
Date of Allotment Value Number of Equity Up Equity Share
Shares Price (`) Consideration
(`) Shares Capital (`)
February 16, 1995 2(a) 10 10 Cash 2 20
December 29, 1995 3,64,40,000(b) 10 10 Cash 3,64,40,002 36,44,00,020
May 13, 2004 36,44,00,020(c) 1 NA Stock Split 36,44,00,020 36,44,00,020
May 13, 2004 9,11,00,009(d) 1 Nil Bonus 45,55,00,029 45,55,00,029
August 19, 2004 2,27,75,000(e) 1 850 Cash 47,82,75,029 47,82,75,029
September 29, 2004 18,27,400(f) 1 1 Cash 48,01,02,429 48,01,02,429
October 21, 2004 12,380(f) 1 1 Cash 48,01,14,809 48,01,14,809
January 27, 2006 91,90,440(g) 1 - Other than cash 48,93,05,249 48,93,05,249
August 9, 2006 48,93,05,249(h) 1 Nil Bonus 97,86,10,498 97,86,10,498
June 18, 2009 97,86,10,498(i) 1 Nil Bonus 195,72,20,996 195,72,20,996
October 7, 2013 15,06,983(j) 1 - Other than cash 195,87,27,979 195,87,27,979
19

Face Cumulative Cumulative Paid-
Number of Equity Issue Nature of
Date of Allotment Value Number of Equity Up Equity Share
Shares Price (`) Consideration
(`) Shares Capital (`)
October 5, 2015 1,16,99,962(k) 1 - Other than cash 197,04,27,941 197,04,27,941
June 6, 2017 5,61,40,350(l) 1 2,850 Buyback 191,42,87,591 191,42,87,591
June 3, 2018 1,91,42,87,591(m) 1 Nil Bonus 382,85,75,182 382,85,75,182
a Signatory to Memorandum of Association.
b Further allotment to R. R. Donnelley (Mauritius) Holding Ltd.
c One Equity Share of ` 10 each was sub-divided into 10 Equity Shares of ` 1 each.
d Bonus in the ratio of 1:4.
e 22,775,000 Equity Shares of ` 1 each at a premium of ` 849 per share resulting in additional paid up capital of
` 22,775,000 and a share premium of ` 19,335,975,000 issued under the IPO on August 19, 2004.
f 1,827,400 and 12,380 Equity Shares of `1 each were issued pursuant to the Employee Share Purchase Scheme
(ESPS 2004) on September 29, 2004 and October 21, 2004.
g 9,190,440 Equity Shares of ` 1 each were issued to the shareholders of the erstwhile Tata Infotech Limited (TIL) pursuant
to the Order dated January 27, 2006, passed by the High Court of Judicature at Bombay, approving the Scheme of
Amalgamation of TIL with the Company.
h Pursuant to the resolution passed by the shareholders at the Annual General Meeting held on June 29, 2006, the Company
has allotted 48,93,05,249 equity shares of ` 1 each as fully paid Bonus Shares in the ratio of 1:1 on August 9, 2006
i Pursuant to the resolution passed by the shareholders under a Postal Ballot on June 12, 2009, the Company has allotted
97,86,10,498 equity shares of ` 1 each as fully paid Bonus Shares in the ratio of 1:1 on June 18, 2009.
j 15,06,983 Equity Shares of ` 1 each fully paid up were issued and allotted on October 7, 2013 to the equity shareholders
(other than the Company) of TCS e-Serve Limited in the ratio of thirteen (13) equity shares of ` 1 each in the Company
credited as fully paid up with rights attached thereto for every four (4) equity shares of ` 10 each fully paid up held
by such member in the capital of TCS e-Serve Limited pursuant to the Order dated September 6, 2013 of the Hon’ble
High Court of Judicature at Bombay, sanctioning the Composite Scheme of Arrangement between the Company and
TCS e-Serve Limited and TCS e-Serve International Limited and their respective shareholders.
k 1,16,99,962 Equity Shares of ` 1 each fully paid up were issued and allotted on October 5, 2015 to the equity shareholders
(other than the Company) of CMC Limited in the ratio of seventy-nine (79) equity shares of ` 1 each in the Company
credited as fully paid up with rights attached thereto for every hundred (100) equity shares of ` 10 each fully paid up held
by such member in the capital of CMC Limited pursuant to the Order dated July 20, 2015 of the Hon’ble High Court of
Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh and Order dated August 14, 2015,
of the Hon’ble High Court of Judicature at Bombay, sanctioning the Scheme of Amalgamation between the Company and
CMC Limited and their respective shareholders.
l The Company has bought back 5,61,40,350 Equity Shares at a price of ` 2,850 per Equity Share, pursuant to the Buyback
Regulations and subsequent amendments thereof. The extinguishment of the Equity Shares accepted under the buy-back
was completed on June 7, 2017. The buy-back has been duly authorized by a resolution of the Board of Directors
dated February 20, 2017 and by the shareholders by a special resolution passed through postal ballot in accordance
with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and
Administration) Rules, 2014, the results of which were announced on April 17, 2017.
m Pursuant to the resolution passed by the shareholders under a Postal Ballot on May 26, 2018, the Company has allotted
1,91,42,87,591 equity shares of ` 1 each as fully paid Bonus Shares in the ratio of 1:1 on June 3, 2018.
14.7 The details regarding the Board of Directors as on the date of the Public Announcement i.e. August 6, 2018:
Date of
Sr. Name, Occupation Directorships in other Companies,
Qualifications Appointment / Designation
No. and Age Bodies Corporate and other Bodies
Reappointment
1. Mr. N. Bachelor’s February 21, Chairman • Tata Sons Private Limited
Chandrasekaran Degree - 2017 • TCS Foundation (Section 8 company)
Age: 55 Applied
Science • Tata Steel Limited
Occupation: • Tata Motors Limited
Executive Master’s
Chairman, Tata Degree - • The Indian Hotels Company Limited
Sons Private Computer • The Tata Power Company Limited
Limited Application
• Tata Global Beverages Limited
DIN: 00121863 • Reserve Bank of India
• Jaguar Land Rover Automotive Plc,
UK
20

Date of
Reappointment
2. Mr. Rajesh MBA - IIM, February 21, Chief • Tata Consultancy Services Japan,
Gopinathan Ahmedabad, 2017 Executive Limited
Age: 46 Engineering - Officer and
Regional Engg. Managing
Occupation: Director
Company College, Trichy
Executive
DIN: 06365813
3. Mr. Aman Mehta B.A. (Hons.)- May 5, 2004 Independent • Wockhardt Limited
Age: 71 Economics, Director • Godrej Consumer Products Limited
University of
Occupation: Delhi • Max Financial Services Limited
Company Director • Vedanta Limited
DIN: 00009364 • PCCW Limited
• Tata Steel Limited
• HKT Limited, Hongkong
4. Prof. Clayton M B.A.- January 12, Independent • Franklin Covey, Inc
Christensen Economics 2006 Director • WR Hambrecht
Age: 66 M.Phil.- • Amdocs
Occupation: Economics
Professor M.B.A. and
DIN: 00020111 DBA, Harvard
Business
School
5. Dr. Ron Sommer PhD- September 5, Independent • Munich Re Group, (Germany)

Age: 69 Mathematics 2006 Director • MTS PJSC
Occupation:
Company Director
DIN: 00621387
6. Mr. O. P. Bhatt B.Sc. April 2, 2012 Independent • Hindustan Unilever Limited
Age: 67 Post Graduate Director • Tata Steel Limited
Occupation: degree in • Tata Motors Limited
Company Director English
Literature • Standard Chartered Plc, London
DIN: 00548091 (Gold medal) • Greenko Energy Holdings
7. Mr. N. Ganapathy Masters in February 21, Chief • Tata Elxsi Limited
Subramaniam Mathematics, 2017 Operating • TCS Financial Solutions Australia Pty
Age: 59 University of Officer and Limited
Madras Executive
Occupation: Director • TCS Financial Solutions Australia
Company (Holdings) Pty Limited
Executive • TCS FNS Pty Limited
DIN: 07006215 • TCS Financial Solutions Beijing Co.
Limited
• Diligenta Limited
• Tata Consultancy Services Asia
Pacific Pte. Limited
21

Date of
Reappointment
8. Ms. Aarthi B. Tech in August 17, 2017 Non- • Tata AIA Life Insurance Company
Subramanian Computer Executive Limited
Age: 51 Science, Director • Tata Capital Limited
Masters degree
Occupation: Group in Engineering • Tata Industries Limited
Chief Digital Management • Pratham Education Foundation
Officer, Tata Sons (Section 8 company)
Private Limited
DIN: 07121802
9. Dr. Pradeep Kumar B. Tech in January 11, Independent • Internet2 LLC
Khosla Electrical 2018 Director • Biometricore Inc
Age: 61 Engineering,
Master’s
Occupation: Degree
Professor and PhD in
DIN: 03611983 Electrical and
Computer
Engineering
14.8 The details of changes in the Board of Directors during the last 3 (three) years from the date of the Public Announcement
i.e. August 6, 2018:
Appointment
Name of the Director / Resignation / Effective Date Reasons
Cessation
Mr. P. A. Vandrevala Resignation July 8, 2016 Personal reasons
Mr. Cyrus Mistry Cessation December 13, Removed as Director
2016
Mr. N. Chandrasekaran Resignation as Chief February 21, 2017 Appointed as Executive Chairman of Tata Sons
Executive Officer and Private Limited
Managing Director
and
Appointment as an
Additional Director
Mr. Rajesh Gopinathan Appointment February 21, 2017 Appointed as Chief Executive Officer and
Managing Director
Mr. N. Ganapathy Appointment February 21, 2017 Appointed as Chief Operating Officer and
Subramaniam Executive Director
Dr. Vijay Kelkar Cessation - May 14, 2017 Retired in accordance with the retirement age
Retirement policy for Directors
Ms. Aarthi Subramanian Resignation as August 17, 2017 Appointed as Group Chief Digital Officer at
Executive Director Tata Sons Private Limited
and
Appointment as
a Non-Executive
Director
Mr. Ishaat Hussain Cessation - September 3, 2017 Retired in accordance with the retirement age
Retirement policy for Directors
Dr. Pradeep Kumar Appointment January 11, 2018 Appointed as Independent Director
Khosla
Mr. Venkatraman Resignation July 10, 2018 Relinquished position of Independent Director as
Thyagarajan part of Board succession planning
14.9 The Buyback will not result in any benefit to any Director of the Company, Promoter Companies except to the extent of the
intention of the Directors and Promoter Companies to participate in the Buyback and the change in their shareholding as per the
response received in the Buyback, as a result of the extinguishment of Equity Shares which will lead to a reduction in the Equity
Share capital after the completion of the Buyback.
22

15 FINANCIAL INFORMATION ABOUT THE COMPANY
15.1 The Company prepares its financial statements in accordance with Indian Accounting Standards prescribed under Section 133
of the Act, read with the relevant rules issued thereunder (“Ind AS”).
15.2 The salient features of the financial information of the Company as extracted from the audited standalone financial statements of
the Company for the quarter ended June 30, 2018 and last 3 (three) financial years ended March 31, 2018, March 31, 2017 and
March 31, 2016 are set out below:
(` in lakhs)
Quarter Financial Year

Particulars April 1, 2018 to April 1, 2017 to April 1, 2016 to April 1, 2015 to
June 30, 2018 March 31, 2018 March 31, 2017 March 31, 2016*
Total income 31,74,900 1,03,15,900 97,26,099 89,62,100
Total expenses 20,98,000 69,55,100 65,60,400 58,81,000
(excluding interest and
depreciation)
Interest 1,200 3,000 1,559 1,300
Depreciation 41,500 1,64,700 1,57,500 1,45,942
Profit before tax 10,34,200 31,93,100 30,06,640 29,33,858
Provision for tax 3,20,600 6,69,000 6,41,300 6,26,400
(including deferred tax)
Profit after tax 7,13,600 25,24,100 23,65,340 23,07,458
Equity share capital 38,285 19,143 19,704 19,704
Reserves and surplus a
75,76,400 75,67,465 77,82,516 64,81,616
Net worth a
76,14,685 75,86,608 78,02,220 65,01,320
Total debt (excluding 4,300 22,400 24,988 17,797
working capital loans) b
*The Company adopted Ind AS effective April 1, 2017. Accordingly, the comparative financials for the period ending
March 31, 2016 have been restated in Ind AS.
a Excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
b Total Debt comprises of long term borrowings, short term borrowings and current maturities of finance lease.
15.3 The financial ratios of the Company as extracted from the audited standalone financial statements of the Company for the quarter
ended June 30, 2018 and last 3 (three) financial years ended March 31, 2018, March 31, 2017 and March 31, 2016 are set out
below:
Quarter Financial Year

Particulars April 1, 2018 to April 1, 2017 to April 1, 2016 to April 1, 2015 to
June 30, 2018 March 31, 2018 March 31, 2017 March 31, 2016
Earnings per share (`) a 18.64 65.57 60.02 58.55
Book Value (` per Equity Share) b 198.89 198.16 197.98 164.97
Return on net worth c
33.76% 33.27% 30.32% 35.49%
Debt equity ratio d
0.001 0.003 0.003 0.003
Total debt / net worth d
0.001 0.003 0.003 0.003
Note:
a. Earnings per share calculated as profit after tax for the relevant period divided by total number of outstanding
Equity Shares at the end of relevant period. While calculating earnings per equity share for the financial year ending
March 31, 2018, March 31, 2017 and March 31, 2016, total number of outstanding Equity Shares has been adjusted for
issuance of bonus equity shares (1:1) by the Company on June 03, 2018.
23

b. Book value per Equity Share is calculated as book value at the end of relevant period divided by total number of
outstanding Equity Shares at the end of relevant period. Book value used excludes revaluation reserves and miscellaneous
expenditure to the extent not written off. While calculating book value per share for the financial year ending
March 31, 2018, March 31, 2017 and March 31, 2016, total number of outstanding Equity Shares has been adjusted for
issuance of bonus equity shares (1:1) by the Company on June 03, 2018.
c. Return on net worth is computed as profit after tax for the period divided by closing net worth for the relevant period.
Return on net worth for period ending June 30, 2018 is computed as profit after tax for the last 12 months ending
June 30, 2018 divided by closing net worth as on June 30, 2018. Net worth excludes revaluation reserves and miscellaneous
expenditure to the extent not written off.
d. Excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
15.4 The Company confirms that it will comply with the provisions of the Takeover Regulations, if applicable.
15.5 The Company confirms that it has complied with the provisions of Sections 68, 69 and 70 of the Act and all other provisions of
the Act, as may be applicable to the Buyback.
16 STOCK MARKET DATA
16.1 The Equity Shares are currently listed and traded only on the BSE and NSE.
16.2 The closing market price of the Equity Shares in the last 3 (three) years (April to March period) preceding the date of the Public
Announcement on the Stock Exchanges is set out below:
NSE:
High Low
Total No.
No. of No. of Average of Equity
Period High Date of Equity Date of Equity
Low (`) (`) Shares
(`) High Shares Low Shares Traded
Traded Traded
April 1, 2017 to 3,198.85 January 29, 15,70,530 2,273.15 April 28, 12,70,255 2,609.26 31,17,35,075
March 31, 2018 2018 2017
April 1, 2016 to 2,738.45 August 12, 11,63,679 2,101.15 November 11,99,212 2,431.79 29,44,41,754
March 31, 2017 2016 11, 2016
April 1, 2015 to 2,740.90 August 18, 9,58,463 2,176.80 February 29, 10,95,859 2,480.59 27,64,78,680
March 31, 2016 2015 2016
Source: www.nseindia.com
Note: High, Low and Average price for the period are based on closing prices
BSE:
High Low
Total No.
Period High Date of Equity Date of Equity
Low (`) (`) Shares
(`) High Shares Low Shares Traded
Traded Traded
April 1, 2017 to 3,195.10 January 79,686 2,272.10 April 28, 1,00,693 2,608.66 2,50,38,341
March 31, 2018 29, 2018 2017
April 1, 2016 to 2,732.35 August 41,590 2,105.05 November 85,785 2,431.14 2,43,10,702
March 31, 2017 12, 2016 11, 2016
April 1, 2015 to 2,734.60 August 51,630 2,181.90 February 143,102 2,480.61 1,95,91,867
March 31, 2016 18, 2015 29, 2016
Source: www.bseindia.com
Note: High, Low and Average price for the period are based on closing prices
24

16.3 The monthly closing market prices during the 6 (six) months preceding the date of the Public Announcement and number of
Equity Shares traded on the Stock Exchanges is set out below:
NSE:
High Low
Total No.
Period Date of Equity Date of Equity
High (`) Low (`) (`) Shares
High Shares Low Shares Traded
Traded Traded
August 1, 2018 to 1,979.45 August 3, 15,05,131 1,948.40 August 2, 15,09,287 1,969.98 69,71,847
August 6, 2018 2018 2018
July 1, 2018 to 2,005.65 July 23, 20,86,201 1,851.35 July 02, 26,50,290 1,946.56 8,67,82,242
July 31, 2018 2018 2018
June 1, 2018 to 1,858.00 June 27, 40,81,208 1,721.60 June 5, 24,49,568 1,795.90 7,42,57,498
June 30, 2018 2018 2018
May 31, 2018 (1) (2) 1,741.05 May 31, 50,49,371 1,741.05 May 31, 50,49,371 1,741.05 50,49,371
2018 2018
May 1, 2018 to 3,603.70 May 24, 14,81,158 3,420.95 May 7, 17,42,213 3,495.98 3,01,44,082
May 30, 2018 (1) 2018 2018
April 1, 2018 to 3,539.25 April 26, 60,67,517 2,909.65 April 2, 8,31,494 3,176.34 5,81,51,126
April 30, 2018 2018 2018
March 1, 2018 to 3,105.85 March 5, 14,29,084 2,817.00 March 26, 14,82,105 2,920.48 7,26,62,948
March 31, 2018 2018 2018
February 1, 2018 3,153.65 February 12,28,245 2,911.80 February 14,23,766 3,009.34 2,31,36,808
to February 28, 2, 2018 14, 2018
2018
Source: www.nseindia.com
Note: High, Low price and Average Price for the period are based on closing prices
(1) Ex-date of Bonus issue of (1:1) on May 31, 2018
(2) High, Low and Average price for May 31, 2018 is considered as the closing price as on that date
BSE:
High Low
Total No.
No. of No. of
Average of Equity
Period Date of Equity Date of Equity
High (`) Low (`) (`) Shares
High Shares Low Shares
Traded
Traded Traded
August 1, 2018 to 1,977.35 August 3, 57,673 1,950.65 August 2, 1,12,747 1,969.86 3,86,792
August 6, 2018 2018 2018
July 1, 2018 to July 2,005.05 July 23, 86,334 1,855.60 July 2, 1,51,420 1,946.72 54,12,053
31, 2018 2018 2018
June 1, 2018 to 1,859.80 June 27, 4,74,432 1,721.20 June 5, 1,04,701 1,797.12 71,64,804
June 30, 2018 2018 2018
May 31, 2018 (1) (2) 1,744.80 May 31, 1,56,722 1,744.80 May 31, 1,56,722 1,744.80 1,56,722
2018 2018
May 1, 2018 to 3,604.80 May 24, 96,195 3,427.70 May 7, 63,422 3,497.32 15,98,639
May 30, 2018 (1) 2018 2018
April 1, 2018 to 3,540.35 April 26, 1,50,998 2,902.90 April 2, 50,734 3,175.44 37,83,069
April 30, 2018 2018 2018
March 1, 2018 to 3,104.30 March 5, 110,815 2,813.05 March 26, 1,48,180 2,919.72 38,08,377
March 31, 2018 2018 2018
February 1, 2018 to 3,149.15 February 2,55,102 2,910.45 February 55,923 3,009.04 49,53,941
February 28, 2018 2, 2018 14, 2018
Source: www.bseindia.com
Note: High, Low price and Average Price for the period are based on closing prices.
(1) Ex-date of Bonus issue of (1:1) on May 31, 2018
(2) High, Low and Average price for May 31, 2018 is considered as the closing price as on that date
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16.4
Notice of the Board Meeting convened to consider the proposal of the Buyback was given to the NSE and BSE on June 12,
2018. The Board, at its meeting held on June 15, 2018, approved the proposal for the Buyback at a price of ` 2,100 (Rupees two
thousand one hundred only) per Equity Share and the intimation was sent to NSE and BSE on the same day. The closing market
price of the Equity Shares on NSE and BSE, during this period, are summarised below.
Event Date NSE (`) BSE (`)

Notice of the Board Meeting convened to consider the proposal
June 12, 2018 1,781.00 1,781.00
of the Buyback
1 Trading Day Post-Notice of Board Meeting June 13, 2018 1,824.10 1,824.20
1 Trading Day Prior to Board Meeting June 14, 2018 1,787.55 1,792.25
Board Meeting Date June 15, 2018 1,840.05 1,841.45
1 Trading Day Post-Board Meeting June 18, 2018 1,829.00 1,830.70
17 DETAILS OF STATUTORY APPROVALS

17.1 The Buyback Offer is subject to approval, if any required, under the provisions of the Act, the Buyback Regulations and/or such
other applicable rules and regulations in force for the time being.
17.2 The Buyback of Shares from Non-Resident Shareholders will be subject to approvals, if any, of the appropriate authorities,
including Reserve Bank of India (RBI), as may be required. The Company will have the right to make payment to the Eligible
Shareholders in respect of whom no prior RBI approval is required and not accept Equity Shares from the Eligible Shareholders
in respect of whom prior RBI approval is required in the event copies of such approvals are not submitted.
17.3 Non-Resident Shareholders (excluding OCBs) permitted under general permission under the consolidated Foreign Direct
Investment policy issued by the Government of India read with applicable regulations issued under FEMA, are not required to
obtain approvals from RBI.
17.4 By agreeing to participate in the Buyback, the Non-Resident Shareholders give the Company the authority to make, sign,
execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if
necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
17.5 As of date, there is no other statutory or regulatory approval required to implement the Buyback Offer, other than that indicated
above. If any statutory or regulatory approval becomes applicable subsequently, the Buyback will be subject to such statutory or
regulatory approval(s). In the event of any delay in receipt of any statutory / regulatory approvals, changes to the proposed timetable
of the Buyback Offer, if any, shall be intimated to BSE / NSE.
18 DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE
18.1 Eligible Shareholders who wish to tender their Equity Shares in the Buyback can send the Tender Form by registered post /
speed post or hand deliver the same, along with the TRS generated by the exchange bidding system along with all relevant documents
by super-scribing the envelope as “TCS Buyback Offer 2.0 2018”, to the Registrar to the Buyback at its office set out below, so
that the same are received not later than 2 (two) days from the Buyback Closing Date i.e. Sunday, September 23, 2018 (by 5 p.m.):
Link Intime India Private Limited
C-101, 247 Park,
L.B.S. Marg
Vikhroli (West)
Mumbai 400 083
Tel: +91 22 4918 6300
Fax: +91 22 4918 6195
Contact Person: Mr. Sumeet Deshpande
Email: tcs.buyback2018@linkintime.co.in
In case of any query, the shareholders may contact the Registrar during working hours i.e. 10 a.m. and 5 p.m. on all days except
public holidays.
18.2 ELIGIBLE SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE TENDER FORM, TRS AND OTHER
RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE COMPANY OR TO THE MANAGER TO THE
BUYBACK.
19 PROCESS AND METHODOLOGY FOR THE BUYBACK
19.1
The Company proposes to buy back up to 7,61,90,476 (Seven crore sixty one lakh ninety thousand four hundred seventy
six) Equity Shares aggregating up to 1.99% of the fully paid-up equity share capital of the Company at a price of
` 2,100 (Rupees Two thousand one hundred only) per Equity Share payable in cash for an aggregate consideration not exceeding
` 16,000 crore (Rupees Sixteen thousand crore only) constituting 21.54% and 19.66% of the total paid-up share capital and free
reserves of the Company, on standalone and consolidated basis respectively, as on March 31, 2018 (the last audited financial
statements available as on the date of Board Meeting recommending the proposal of the Buyback), from the Eligible Shareholders
on a proportionate basis through a Tender Offer, pursuant to Article 11 of the Articles of Association of the Company, Sections
68, 69 and 70 and other applicable provisions, if any, of the Act, the relevant rules framed thereunder including the Share Capital
26

Rules, to the extent applicable, and the Buyback Regulations. The Equity Shareholders approved the Buyback by way of a
special resolution through postal ballot, the results of which were announced on August 4, 2018. The Buyback is subject to the
receipt of approvals as may be required, including but not limited to SEBI and the Stock Exchanges.
19.2 The Company expresses no opinion as to whether Eligible Shareholders should participate in the Buyback and, accordingly,
Eligible Shareholders are advised to consult their own advisors to consider participation in the Buyback.
19.3 The shareholding of the Promoters/ Promoter Companies as of the date of the Public Announcement is 2,75,33,47,636
(Two hundred and seventy five crore thirty three lakhs forty seven thousand six hundred and thirty six) Equity Shares which
represents 71.92% of the existing total paid-up equity share capital of the Company. In terms of the Buyback Regulations, under
the Tender Offer route, the promoters have an option of participating in a buyback. In this regard, the Promoter Companies
have expressed their intention to participate in the Buyback in relation to the Buyback, and may tender up to an aggregate
maximum of 5,47,91,619 Equity Shares or such lower number of Equity Shares in accordance with the provisions of the
Buyback Regulations.
19.4 Assuming acceptance of all Equity Shares tendered in the Buyback from the Eligible Shareholders up to their respective Buyback
Entitlement, the shareholding of the Promoter / Promoter Companies after the completion of the Buyback will increase to 72.13%
of the post-Buyback total paid-up equity share capital of the Company. Also, if none of the public shareholders participate and
only the Promoters/ Promoter Companies participate to the extent of their Buyback Entitlement, their shareholding will reduce
to 71.57% of the total equity share capital of the Company.
Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:
19.5 The Company has fixed August 18, 2018 as the Record Date for the purpose of determining the Buyback Entitlement and the
names of the Equity Shareholders, who are eligible to participate in the Buyback.
19.6 The Equity Shares to be bought back pursuant to the Buyback are divided into 2 (two) categories:
19.6.1 Reserved category for Small Shareholders (“Reserved Category”); and
19.6.2 General category for all other Eligible Shareholders (“General Category”).
19.7 As defined in the Buyback Regulations, a “Small Shareholder” is an Eligible Shareholder who holds Equity Shares having
market value, on the basis of closing price on BSE or NSE, on which the highest trading volume in respect of the Equity Shares
on the Record Date was recorded, of not more than ` 2,00,000 (Rupees Two Lakh Only). As on the Record Date, the closing
price on NSE, having the highest trading volume, was ` 2,012.75 per Equity Share. Accordingly all Eligible Shareholders
holding not more than 99 Equity Shares as on the Record Date are classified as ‘Small Shareholders’ for the purpose of the
Buyback.
19.8 Based on the aforementioned definition, there are 5,92,509 Small Shareholders of the Company with an aggregate shareholding
of 2,55,11,425 Equity Shares as on the Record Date, which constitutes 0.67% of the total paid-up equity share capital of the
Company and 33.48% of the maximum number of Equity Shares which are proposed to be bought back as part of this Buyback.
19.9 In accordance with Regulation 6 of the Buyback Regulations, the reservation for the Small Shareholders will be the higher of:
19.9.1 15% of the number of Equity Shares which the Company proposes to buy back i.e. 15% of 7,61,90,476 (Seven crore
sixty one lakh ninety thousand four hundred seventy six) Equity Shares which is 1,14,28,572 (One crore fourteen
lakhs twenty eight thousand five hundred and seventy two) Equity Shares; or
19.9.2 The number of Equity Shares entitled as per their shareholding as on the Record Date (i.e. (2,55,11,425 / 3,82,85,75,182)
x 7,61,90,476 ) which is 5,07,690 Equity Shares.
19.10 All the outstanding Equity Shares have been used for computing the Buyback Entitlement of Small Shareholders since the
Promoters/ Promoter Companies also intend to offer their Equity Shares in the Buyback.
19.11 Based on the above analysis and in accordance with Regulation 6 of the Buyback Regulations, 1,14,28,572 Equity Shares have
been reserved for the Small Shareholders (“Reserved Portion”) and accordingly, the General Category for all other Eligible
Shareholders shall consist of 6,47,61,904 Equity Shares (“General Portion”).
19.12
Based on the above Buyback Entitlements, the ratio of Buyback for both categories is set out below:
Category of Eligible Shareholder Ratio of Buyback (i.e. Buyback Entitlement)
Reserved category for Small Shareholders 43 Equity Shares for every 96 Equity Share held on the Record Date
General category for all other Eligible Shareholders 4 Equity Shares for every 235 Equity Share held on the Record Date
Note: The above ratio of Buyback is approximate and provides indicative Buyback Entitlement. Any computation of Entitlement using above Buyback ratio
may provide a slightly different number than the actual entitlement due to rounding off. The actual Buyback Entitlement factor for Small Shareholders under
reserved category is 0.447978582 and for other shareholders under general category it is 0.017028877.
Fractional Entitlements
19.13
If the Buyback Entitlement under the Buyback, after applying the abovementioned ratios to the Equity Shares held on Record
Date is not in the multiple of one Equity Share, then the fractional entitlement shall be ignored for computation of Buyback
Entitlement to tender Equity Shares in the Buyback for both categories of Eligible Shareholders.
19.14 On account of ignoring the fractional entitlement, those Small Shareholders who hold 2 or less Equity Shares as on Record Date
will be dispatched a Tender Form with zero entitlement. Such Small Shareholders may tender Additional Equity Shares as part
of the Buyback and will be given preference in the Acceptance of one Equity Share, if such Small Shareholders have tendered
Additional Equity Shares.
27

Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders
19.15 Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback
by the Small Shareholders in the Reserved Category in the following order of priority:
19.15.1 Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category, who have validly tendered
their Equity Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them,
whichever is less.
19.15.2 After the Acceptance as described in Paragraph 19.15.1 above, in case there are any Equity Shares left to be bought
back from Small Shareholders in the Reserved Category, the Small Shareholders who were entitled to tender zero
Equity Shares (on account of fractional entitlement), and have tendered Additional Equity Shares as part of the
Buyback, shall be given preference and one Equity Share each from such Additional Equity Shares shall be bought
back in the Reserved Category.
back in the Reserved Category, the Additional Equity Shares tendered by the Small Shareholders over and above
their Buyback Entitlement, shall be accepted in proportion of the Additional Equity Shares tendered by them and the
Acceptance per Small Shareholder shall be made in accordance with the Buyback Regulations. Valid Acceptances per
Small Shareholder shall be equal to the Additional Equity Shares validly tendered by the Small Shareholder divided
by the total Additional Equity Shares validly tendered and multiplied by the total pending number of Equity Shares to
be accepted in Reserved Category. For the purpose of this calculation, the Additional Equity Shares taken into account
for such Small Shareholders, from whom one Equity Share has been Accepted in accordance with the Paragraph
19.15.2, shall be reduced by one.
Adjustment for fractional results in case of proportionate Acceptance, as described above:
19.16 For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not
a multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the
next higher integer.
19.17 For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not
in the multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
Basis of Acceptance of Equity Shares validly tendered in the General Category
19.18 Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback
by all other Eligible Shareholders in the General Category in the following order of priority:
19.18.1 Acceptance of 100% Equity Shares from other Eligible Shareholders in the General Category who have validly
tendered their Equity Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by
them, whichever is less.
back in the General Category, the Additional Equity Shares tendered by the other Eligible Shareholders over and
above their Buyback Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by them
and the acceptances per shareholder shall be made in accordance with the Buyback Regulations, i.e. valid acceptances
per shareholder shall be equal to the Additional Equity Shares validly tendered by the Eligible Shareholders divided
by the total Additional Equity Shares validly tendered in the General Category and multiplied by the total pending
number of Equity Shares to be Accepted in General Category.
Adjustment for fractional results in case of proportionate acceptance as described above:
19.19
For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is
not in the multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded off
to the next higher integer.
19.20
For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is
not in the multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
Basis of Acceptance of Equity Shares between categories
19.21 In the event the Equity Shares tendered by the Small Shareholders in accordance with the process set out under Paragraph
19.15 (Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders) of the Letter of
Offer is less than the Reserved Portion, Additional Equity Shares tendered by the Eligible Shareholders in the General Category
over and above their Buyback Entitlement shall, in accordance with the Buyback Regulations, be Accepted in proportion of
the Additional Equity Shares tendered by them i.e. valid acceptances per shareholder shall be equal to the Additional Equity
Shares validly tendered by an Eligible Shareholder in the General Category divided by the total Additional Equity Shares validly
tendered in the General Category and multiplied by the Additional Equity Shares that can be accepted due to shortfall in the
Reserved Portion.
19.22 In the event the Equity Shares tendered by the Eligible Shareholders in the General Category in accordance with the process
set out under Paragraph 19.18 (Basis of Acceptance of Equity Shares validly tendered in the General Category) of the Letter of
Offer is less than the General Portion, Additional Equity Shares tendered by the Eligible Shareholders in the Reserved Category
over and above their Buyback Entitlement shall, in accordance with the Buyback Regulations, be Accepted in proportion of the
28

Additional Equity Shares tendered by them i.e. valid acceptances per shareholder shall be equal to the Additional Equity Shares
validly tendered by an Eligible Shareholder in the Reserved Category divided by the total Additional Equity Shares validly
tendered in the Reserved Category and multiplied by the Additional Equity Shares that can be accepted due to shortfall in the
General Portion.
19.23 A Small Shareholder who has received a Tender Form with zero Buyback Entitlement and who has tendered Additional Shares
shall be eligible for priority Acceptance of one Equity Share before Acceptance, as mentioned above, out of the Equity Shares
left to be bought back in the General Category, provided no Acceptance could take place from such Small Shareholder in
accordance with the section entitled “Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small
Shareholders”.
Adjustment for fractional results in case of proportionate Acceptance, as described above:
19.24 For any Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not a
multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next
higher integer.
19.25 For any Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not in the
multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
19.26 In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Board or any person(s) authorized by the
Board will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or
any shortage of Equity Shares after allocation of Equity Shares as set out in the process described in Paragraph 19.
Miscellaneous
19.27 For avoidance of doubt, it is clarified that:
19.27.1 The Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with the paragraphs
above, shall not exceed the number of Equity Shares tendered by the respective Eligible Shareholders;
19.27.2 The Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with the paragraphs
above, shall not exceed the number of Equity Shares held by respective Eligible Shareholder as on the Record Date;
and
19.27.3 The Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such
Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance in accordance with
the paragraphs above.
20 PROCEDURE FOR TENDER / OFFER AND SETTLEMENT
20.1 The Buyback is open to all Eligible Shareholders who hold Equity Shares either in physical form or dematerialized form. The
Company proposes to effect the Buyback through a Tender Offer, on a proportionate basis. The Letter of Offer and Tender Form,
outlining the terms of the Buyback as well as the detailed disclosures as specified in the Buyback Regulations, will be mailed/
dispatched to Eligible Shareholders. The Letter of Offer, shall be sent through electronic means to Eligible Shareholder(s)
who have registered their email ids with the depositories / the Company, and for those Eligible Shareholder(s) who have not
registered their email ids with the depositories / the Company, the Letter of Offer shall be dispatched through physical mode by
registered post / speed post / courier. In case of non-receipt of Letter of Offer and the Tender Form, please follow the procedure
mentioned in Paragraph 20.9.
20.2 The Company will not accept any Equity Shares offered in the Buyback which are under any restraint order of a court for
transfer/sale of such Equity Shares. In accordance with Regulation 19(5) of the Buyback Regulations, the Company shall not
buyback locked-in Equity Shares and non-transferable Equity Shares until the pendency of the lock-in or until such Equity
Shares become transferable. The Company shall accept all the Equity Shares validly tendered in the Buyback by Eligible
Shareholders, on the basis of their Buyback Entitlement as on the Record Date.
20.3 Eligible Shareholders will have to transfer their Equity Shares from the same demat account in which they were holding such
Equity Shares as on the Record Date, and in case of multiple demat accounts, Eligible Shareholders are required to tender the
applications separately from each demat account. In case of any changes in the demat account in which the Equity Shares were
held as on Record Date, such Eligible Shareholders should provide sufficient proof of the same to the Registrar to the Buyback
and such tendered Equity Shares may be accepted subject to appropriate verification and validation by the Registrar to the
Buyback.
20.4 As disclosed in Paragraph 19 (Process and Methodology of Buyback) above, the Equity Shares proposed to be bought as a part
of the Buyback are divided into 2 (two) categories; (i) Reserved Category for Small Shareholders, and (ii) the General Category
for other Eligible Shareholders; and the Buyback Entitlement of an Eligible Shareholders in each category shall be calculated
accordingly.
20.5 After accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as a part of
the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over and above their
Buyback Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible Shareholders who have tendered
over and above their Buyback Entitlement, in any other category.
20.6 Eligible Shareholders’ participation in the Buyback is voluntary. Eligible Shareholders may choose to participate, in part or in
full, and receive cash in lieu of the Equity Shares accepted under the Buyback, or they may choose not to participate and enjoy
29

a resultant increase in their percentage shareholding, after the completion of the Buyback, without any additional investment.
Eligible Shareholders may also tender a part of their Buyback Entitlement. Eligible Shareholders also have the option of
tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to
non-participation of some other Eligible Shareholders, if any. The Acceptance of any Equity Shares tendered in excess of the
Buyback Entitlement by the Eligible Shareholder shall be in terms of procedure outlined herein.
20.7 The maximum tender under the Buyback by an Eligible Shareholder cannot exceed the number of Equity Shares held by such
Eligible Shareholder as on the Record Date.
20.8 The Buyback shall be implemented using the “Mechanism for acquisition of shares through Stock Exchange” pursuant to the
SEBI Circulars, and following the procedure prescribed in the Act, the Buyback Regulations and as may be determined by the
Board (including the committee authorized to complete the formalities of the Buyback) and on such terms and conditions as may
be permitted by law from time to time.
THE NON-RECEIPT OF THE LETTER OF OFFER BY, OR ACCIDENTAL OMISSION TO DISPATCH THE LETTER OF
OFFER TO ANY PERSON WHO IS ELIGIBLE TO RECEIVE THE SAME TO PARTICIPATE IN THE BUYBACK, SHALL NOT
INVALIDATE THE BUYBACK OFFER IN ANY WAY.
20.9 In case of non-receipt of the Letter of Offer and the Tender Form:
20.9.1 In case the Eligible Shareholder holds Equity Shares in dematerialised form: If Eligible Shareholder(s) who
have been sent the Letter of Offer through electronic means wish to obtain a physical copy of the Letter of Offer, they
may send a request in writing to the Company or Registrar at the address or email id mentioned at the cover page of
the Letter of Offer stating name, address, number of Equity Shares held on Record Date, client ID number, DP name
/ ID, beneficiary account number, and upon receipt of such request, a physical copy of the Letter of Offer shall be
provided to such Eligible Shareholder. An Eligible Shareholder may participate in the Buyback by downloading the
Tender Form from the website of the Registrar i.e. www.linkintime.co.in, or by providing his / her / its application in
writing on a plain paper, signed by all Eligible Shareholders (in case of joint holding), stating name and address of the
Eligible Shareholder(s), number of Equity Shares held as on the Record Date, Client ID number, DP Name, DP ID,
beneficiary account number and number of Equity Shares tendered for the Buyback.
20.9.2 In case the Eligible Shareholder holds Equity Shares in physical form: An Eligible Shareholder may participate
in the Buyback by providing his / her / its application in writing on a plain paper signed by all Eligible Shareholders
(in case of joint holding) stating name, address, folio number, number of Equity Shares held, Equity Share certificate
number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, enclosing the
original Equity Share certificate(s), copy of Eligible Shareholder’s PAN card(s) and executed share transfer form
in favour of the Company. Eligible Shareholders must ensure that the Tender Form, along with the TRS and
requisite documents, reach the Registrar to the Buyback not later than 2 (two) days from the Buyback Closing Date
i.e. Sunday, September 23, 2018, 2018 (by 5 p.m.). If the signature(s) of the Eligible Shareholders provided in the
plain paper application differs from the specimen signature(s) recorded with the Registrar of the Company or are not
in the same order (although attested), such Tender Forms are liable to be rejected under this Buyback.
20.10 Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required to approach their respective
Selling Member(s) (along with the complete set of documents for verification procedures in case of Equity Shares held in
physical form) and have to ensure that their bid is entered by their respective Selling Member(s) in the electronic platform to be
made available by Stock Exchanges before the Buyback Closing Date.
20.11 The Company shall accept Equity Shares validly tendered by the Eligible Shareholder(s) in the Buyback on the basis of their
shareholding as on the Record Date and the Buyback Entitlement. Eligible Shareholder(s) who intend to participate in the
Buyback using the “plain paper” option as mentioned above are advised to confirm their Buyback Entitlement from the Registrar
to the Buyback, before participating in the Buyback.
20.12 The acceptance of the Buyback made by the Company is entirely at the discretion of the Eligible Shareholders of the Company.
The Company does not accept any responsibility for the decision of any Eligible Shareholder to either participate or to not
participate in the Buyback. The Company will not be responsible in any manner for any loss of Equity Share certificate(s) and
other documents during transit and the Eligible Shareholders are advised to adequately safeguard their interest in this regard.
20.13
For implementation of the Buyback, the Company has appointed JM Financial Services Limited as the registered broker to the
Company (“Company’s Broker”) to facilitate the process of tendering of Equity Shares through the stock exchange mechanism
for the Buyback and through whom the purchases and settlements on account of the Buyback would be made by the Company.
The contact details of the Company’s Broker are as follows:
JM Financial Services Limited
5th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi, Mumbai – 400 025, India.
Tel : +91 22 6704 3000, Fax : +91 22 6761 7222
Contact Person: Mr. Kinnar Darji; Tel.: +91 22 6704 3503
Email: kinnar.darji@jmfl.com, Website: www.jmfinancialservices.in
SEBI Registration Number: INB-INF011054831 (BSE);
INB/INE/INF231054835 (NSE)
Corporate Identity Number: U67120MH1998PLC115415
30

20.14 The Company shall request the Stock Exchanges to provide a separate acquisition window (“Acquisition Window”) to facilitate
placing of sell orders by Eligible Shareholders who wish to tender their Equity Shares in the Buyback. The details of the platform
will be specified by the Stock Exchanges from time to time. For the purposes of this Buyback, BSE has been appointed as the
‘Designated Stock Exchange’.
20.15 All Eligible Shareholders, through their respective Selling Member(s) will be eligible and responsible to place orders in the
Acquisition Window.
20.16 All Eligible Shareholders can enter orders for Equity Shares in demat form as well as Equity Shares in physical form.
20.17 During the Tendering Period, the order for selling the Equity Shares shall be placed by the Eligible Shareholders through their
respective Selling Member(s) during normal trading hours of the secondary market.
20.18
Modification / cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the Tendering
Period. Multiple bids made by a single Eligible Shareholder for selling the Equity Shares shall be clubbed and considered as
‘one’ bid for the purposes of Acceptance.
20.19
The cumulative quantity tendered shall be made available on BSE’s and NSE’s websites. www.bseindia.com and
www.nseindia.com, respectively, throughout the Tendering Period, and will be updated at specific intervals during the Tendering
Period.
20.20
All documents sent by the Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to adequately
safeguard their interests in this regard.
20.21 Procedure to be followed by Eligible Shareholders holding Equity Shares in dematerialised form:
20.21.1
Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback would have
to do so through their respective Selling Member(s) by indicating to such Selling Member(s) the details of Equity
Shares they intend to tender under the Buyback.
20.21.2
The Selling Member would be required to place an order/bid on behalf of the Eligible Shareholder(s) who wish
to tender Equity Shares in the Buyback using the Acquisition Window of the Stock Exchanges. It is mandatory to
transfer the tendered Equity Shares into the account of the Clearing Corporation by an Eligible Shareholder through
the early pay-in mechanism of the depositories prior to placing the order/bid on the Stock Exchanges’ platform by
the Selling Member. For further details, Eligible Shareholders may refer to the circulars issued by Stock Exchanges/
Clearing Corporation.
20.21.3 The settlement number under which the Equity Shares are to be transferred in the account of Clearing Corporation for
the Buyback is 2018088, the details of which will also be provided in a separate circular to be issued by the Clearing
Corporation.
20.21.4 For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order by
custodian. The custodian shall either confirm or reject the orders not later than 6:00 p.m. IST on the last day of the
Tendering Period i.e. the Buyback Closing Date. Thereafter, all unconfirmed orders shall be deemed to be rejected.
For all confirmed custodian participant orders, order modification by the concerned Selling Member shall revoke the
custodian confirmation and the revised order shall be sent to the custodian again for confirmation.
20.21.5 Upon placing the bid, the Selling Member shall provide a TRS generated by the Stock Exchanges’ bidding system to
the Eligible Shareholder. The TRS will contain the details of order submitted such as Bid ID No., Application No.,
DP ID, Client ID, number of Equity Shares tendered etc.
20.21.6 In case of Equity Shares held in physical form, Eligible Shareholders who have tendered their Equity Shares in the
Buyback can ‘hand deliver’ the Tender Form and Form SH-4 duly signed (by all Eligible Shareholders in case such
Equity Shares are held in joint names) in the same order in which they hold the Equity Shares and original share
certificates, TRS generated by the exchange bidding system along with all relevant documents to the Registrar to the
Buyback at its office provided in Paragraph 18 herein above. The TRS will be generated by the respective Selling
Member. Eligible Shareholders who cannot hand deliver the Tender Form and such other documents to the Registrar
to the Buyback at its office provided in Paragraph 18 herein above, may send the same by registered post/ speed post,
at their own risk, super-scribing the envelope as “TCS Buyback Offer 2.0 2018”, to the Registrar to the Buyback
Offer at their office provided in Paragraph 18 herein above, so that the same are received not later than 2 (two) days
from the Buyback Closing Date i.e. Sunday, September 23, 2018 (by 5 p.m.).
20.21.7 Eligible Shareholders shall also provide all relevant documents, which are necessary to ensure transferability of the
Equity Shares in respect of the Tender Form to be sent. Such documents may include (but not be limited to):
(i) Duly attested power of attorney, if any person other than the Eligible Shareholder has signed the Tender Form;
(ii) Duly attested death certificate and succession certificate/ legal heirship certificate, in case any Eligible
Shareholder has expired; and
(iii)
In case of companies, the necessary certified corporate authorizations (including board and/ or general meeting
resolutions).
20.21.8 In case of demat Equity Shares, submission of Tender Form and TRS is not required. After the receipt of the
demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Buyback
shall be deemed to have been accepted, for Eligible Shareholders holding Equity Shares in demat form.
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20.21.9 The Eligible Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in
case of return of Equity Shares due to rejection or due to prorated Buyback decided by the Company. Further, Eligible
Shareholders will have to ensure that they keep the saving account attached with the DP account active and updated
to receive credit remittance due to acceptance of Buyback of shares by the Company.
20.22 Procedure to be followed by Eligible Shareholders holding Equity Shares in physical form:
20.22.1 Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be
required to approach their respective Selling Member(s) along with the complete set of documents for verification
procedures to be carried out including the (i) original Equity Share certificate(s), (ii) valid share transfer form(s)
i.e. Form SH-4 duly filled and signed by the transferors (i.e. by all registered Eligible Shareholders in same order and
as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing
the transfer in favour of the Company, (iii) self-attested copy of the Eligible Shareholder’s PAN Card, (iv) the Tender
Form (duly signed by all Eligible Shareholders in case the Equity Shares are in joint names) the same order in which
they hold Equity Shares, and (v) any other relevant documents such as, but not limited to, duly attested power of
attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death certificate
and succession certificate or probated will, if the original Eligible Shareholder has deceased, etc., as applicable.
In addition, if the address of the Eligible Shareholder has undergone a change from the address registered in the
Register of Members of the Company, the Eligible Shareholder would be required to submit a self-attested copy of
address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.
20.22.2 Based on the documents as mentioned in paragraph 20.22.1 herein above, the concerned Selling Member shall place
the bid on behalf of Eligible Shareholders holding Equity Shares in physical form using the Acquisition Window
of the Stock Exchanges. Upon placing the bid, the Selling Member shall provide a TRS generated by the exchange
bidding system to the Eligible Shareholder. The TRS will contain the details of order submitted like folio number,
Equity Share certificate number, distinctive number, number of Equity Shares tendered, etc.
20.22.3 The Selling Member / Eligible Shareholder is required to deliver the original Equity Share certificate(s) and
documents (as mentioned in Paragraph 20.22.2) along with TRS either by registered post or courier or hand delivery
to Registrar to the Buyback, at its office provided in Paragraph 18 herein above, within 2 (two) days of bidding by
Selling Member. The envelope should be super scribed as “TCS Buyback Offer 2.0 2018”. One copy of the TRS will
be retained by Registrar to the Buyback and it will provide acknowledgement of the same to the Selling Member /
Eligible Shareholder.
20.22.4 Eligible Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted
unless the complete set of documents is submitted. Acceptance of the physical Equity Shares for Buyback by the
Company shall be subject to verification as per the Buyback Regulations and any further directions issued in this
regard. The Registrar to the Buyback will verify such bids based on the documents submitted on a daily basis and
till such time the Stock Exchanges shall display such bids as ‘unconfirmed physical bids’. Once the Registrar to the
Buyback confirms the bids it will be treated as ‘Confirmed Bids’.
20.22.5 All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares
tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst
others: (i) If there is any other company’s equity share certificate(s) enclosed with the Tender Form instead of the
Equity Share certificate(s) of the Company; (ii) If the transmission of Equity Shares is not completed, and the Equity
Shares are not in the name of the Eligible Shareholders; (iii) If the Eligible Shareholders tender Equity Shares but the
Registrar to the Buyback does not receive the Equity Share certificate(s); (iv) In case the signature on the Tender Form
and Form SH-4 does not match as per the specimen signature recorded with Company / Registrar of the Company;
20.22.6
In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialization, such Equity
Shareholders should ensure that the process of getting the Equity Shares dematerialized is completed well in time so
that they can participate in the Buyback before Buyback Closing Date.
20.23
For Equity Shares held by Eligible Shareholders, being Non-Resident Shareholders
20.23.1
Eligible Shareholders, being Non-Resident Shareholders (excluding FIIs) should also enclose a copy of the permission
received by them from the RBI, if applicable, to acquire the Equity Shares held by them in the Company.
20.23.2
In case the Equity Shares are held on repatriation basis, the Eligible Shareholder, being a Non-Resident Shareholder,
should obtain and enclose a letter from its authorised dealer / bank confirming that at the time of acquiring such Equity
Shares, payment for the same was made by such Eligible Shareholder, from the appropriate account as specified by
RBI in its approval. In case the Eligible Shareholder, being a Non-Resident Shareholder, is not in a position to produce
the said certificate, the Equity Shares would be deemed to have been acquired on non-repatriation basis, and in that
case, the Eligible Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make
the payment on a non-repatriation basis in respect of the valid Equity Shares accepted under the Buyback.
20.23.3
If any of the above stated documents (as applicable) are not enclosed along with the Tender Form, the Equity Shares
tendered by Eligible Shareholders, being Non-Resident Shareholders, under the Buyback are liable to be rejected.
20.24 Acceptance of orders
20.24.1 The Registrar to the Buyback shall provide details of order acceptance to Clearing Corporation within specified
timelines.
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20.25 Method of Settlement
20.25.1 Upon finalization of the basis of Acceptance as per the Buyback Regulations, the settlement of trades shall be carried
out in the manner similar to settlement of trades in the secondary market and as intimated by the Clearing Corporation
from time to time, and in compliance with the SEBI Circulars.
20.25.2 The Company will transfer the consideration pertaining to the Buyback to the Clearing Corporation’s bank account
through the Company’s Broker as per the secondary market mechanism, as per the prescribed schedule. For demat
Equity Shares accepted under the Buyback, the Clearing Corporation will make direct funds pay-out to the respective
Eligible Shareholders’ bank account linked to its demat account. If bank account details of any Eligible Shareholder
holding Equity Shares in dematerialized form are not available or if the fund transfer instruction is rejected by the
RBI or relevant Bank, due to any reasons, then the amount payable to the Eligible Shareholders will be transferred
to the concerned Seller Members’ for onward transfer to the such Eligible Shareholder holding Equity Shares in
dematerialized form.
20.25.3 In case of certain client types viz. NRI, foreign clients etc. (where there are specific RBI and other regulatory
requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would
be given to their respective Selling Member’s settlement accounts for releasing the same to the respective Eligible
Shareholder’s account. For this purpose, the client type details would be collected from the Depositories, whereas
funds payout pertaining to the bids settled through custodians will be transferred to the settlement bank account of the
custodian, each in accordance with the applicable mechanism prescribed by the Stock Exchanges and the Clearing
Corporation from time to time.
20.25.4 For the Eligible Shareholders holding Equity Shares in physical form, the funds pay-out would be given to their
respective Selling Member’s settlement accounts for releasing the same to the respective Eligible Shareholder’s
account.
20.25.5 The Equity Shares bought back in the dematerialized form would be transferred directly to the escrow account of
the Company (“Company Demat Escrow Account”) provided it is indicated by the Company’s Broker or it will be
transferred by the Company’s Broker to the Company Demat Escrow Account on receipt of the Equity Shares from
the clearing and settlement mechanism of the Stock Exchanges.
20.25.6 Excess Equity Shares or unaccepted Equity Shares, in dematerialised form, if any, tendered by the Eligible
Shareholders would be transferred by the Clearing Corporation directly to the respective Eligible Shareholder’s
DP account. If the securities transfer instruction is rejected in the Depository system, due to any issue then such
securities will be transferred to the Seller Member’s depository pool account for onward transfer to the respective
Eligible Shareholder.
20.25.7 Any excess Equity Shares, in physical form, pursuant to proportionate acceptance / rejection will be returned back
to the Eligible Shareholders directly by the Registrar. The Company is authorized to split the share certificate and
issue new consolidated share certificate for the unaccepted Equity Shares, in case the Equity Shares accepted by the
Company are less than the Equity Shares tendered in the Buyback by Eligible Shareholders holding Equity Shares in
the physical form.
20.25.8 The Seller Member would issue contract note for the Equity Shares accepted under the Buyback. The Company’s
Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback.
20.25.9 Equity Shareholders who intend to participate in the Buyback should consult their respective Selling Member for
payment to them of any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the
Selling Member upon the selling Eligible Shareholder for tendering Equity Shares in the Buyback (secondary market
transaction). The Manager to the Buyback and the Company accept no responsibility to bear or pay any additional
cost, applicable taxes, charges and expenses (including brokerage) levied by the Selling Member, and such costs will
be incurred solely by the Eligible Shareholders.
20.25.10 The Equity Shares lying to the credit of the Company Demat Escrow Account and the Equity Shares bought back and
accepted in physical form will be extinguished in the manner and following the procedure prescribed in the Buyback
Regulations.
20.26 Rejection Criteria
20.26.1 The Equity Shares tendered by Eligible Shareholders would be liable to be rejected on the following grounds.
For Eligible Shareholders holding shares in the dematerialized form if:
a) The Shareholder is not a Eligible Shareholder of the Company as on the Record Date;
For Eligible Shareholders holding Equity Shares in the physical form if:
a) The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical
form are not received by the Registrar on or before the close of business hours of Sunday, September 23, 2018
(by 5 p.m.);
b) If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of
the Company;
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c) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible
Shareholders;
d) If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity Share
certificate; or
e) In the event the signature in the Tender Form and Form SH-4 do not match as per the specimen signature
recorded with Company or Registrar.
21 NOTE ON TAXATION
THE FOLLOWING SUMMARY OF THE TAX CONSIDERATIONS IS BASED ON THE READING OF THE CURRENT
PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE JUDICIAL AND THE
ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY
SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES
COULD HAVE DIFFERENT IMPLICATIONS ON THESE TAX CONSIDERATIONS.
IN VIEW OF THE COMPLEXITY AND THE SUBJECTIVITY INVOLVED IN THE TAX CONSEQUENCES OF A BUY
BACK TRANSACTION, ELIGIBLE SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS
FOR THE TAX TREATMENT IN THEIR HANDS CONSIDERING THE RELEVANT TAX PROVISIONS, FACTS AND
CIRCUMSTANCES OF THEIR CASE.
THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THIS
TAX SUMMARY AND EXPLICITLY DISOWNS ANY LIABILITY ARISING OUT OF ANY ACTION INCLUDING A TAX
POSITION TAKEN BY THE ELIGIBLE SHAREHOLDER BY RELYING ON THIS SUMMARY.
THE SUMMARY OF TAX CONSIDERATIONS RELATING TO BUY BACK OF EQUITY SHARES LISTED ON THE
STOCK EXCHANGE SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GENERAL GUIDANCE
PURPOSES ONLY.
CLASSIFICATION OF SHARES AND SHAREHOLDERS
21.1 GENERAL
The Indian tax year runs from 1 April to 31 March. The basis of charge of Indian income-tax depends upon the residential status
of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation in India on his worldwide income,
subject to certain prescribed tax exemptions provided under the Income Tax Act 1961 (‘Income Tax Act’ or ‘ITA’).
A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his/her India
sourced income or income received by such person in India. In case of shares of a Company, the source of income from shares
would depend on the ‘situs’ of the shares. As per judicial precedents, generally the “situs” of the shares is where company is
“incorporated” and where its shares can be transferred. Accordingly, since Tata Consultancy Services Limited is incorporated
in India, the shares of Tata Consultancy Services Limited would be “situated” in India and any gains arising to a non-resident
on transfer of such shares should be taxable in India under the ITA subject to any specific exemption in this regard. Further, the
non-resident can avail the beneficial tax treatment prescribed under the relevant Double Tax Avoidance Agreement (“DTAA”)
subject to satisfaction of the relevant conditions and documentary compliance requirements prescribed under the ITA.
The ITA also provides for different tax regimes / rates applicable to the gains arising on buyback of shares, based on the period
of holding, residential status and category of the shareholder, nature of the income earned, etc. The summary tax implications
on buyback of equity shares listed on the stock exchange/s in India is set out below. All references to equity shares in this note
refer to equity shares listed on the stock exchanges in India unless stated otherwise.
21.2 CLASSIFICATION OF SHAREHOLDERS
Shareholders can be classified under the following categories:
a) Resident Shareholders being:
• Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals (BOI)
• Others
b) Non-Resident Shareholders being:
• Non-Resident Indians (NRIs)
• Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)
• Others:
– Company
– Other than Company
21.3 CLASSIFICATION OF INCOME
Shares can be classified under the following 2 (two) categories:
a) Shares held as investment (income from transfer, taxable under the head “Capital Gains”)
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b) Shares held as stock-in-trade (income from transfer, taxable under the head “Profits and Gains from Business or
Profession”)
Gains arising from the transfer of shares may be treated either as “capital gains” or as “business income” for tax purposes,
depending upon whether such shares were held as a capital asset or trading asset (i.e. stock-in-trade). Traditionally,
the issue of characterization of income arising from sale of shares has been a subject matter of litigation with the tax
authorities. The Central Board of Direct Taxes (“CBDT”), the apex body for Income-tax administration has issued
Circular no. 6 of 2016, as per which, if the taxpayer opts to consider the shares as stock-in-trade, the income arising from
the transfer of such shares would be treated as its business income. Also, if such shares are held for a period of more than
12 months, if the taxpayer desires to treat the income arising from the transfer thereof as “capital gains”, the same shall
not be put to dispute by the Tax Officer. However, this stand, once taken by the assessee in a particular assessment year,
shall remain applicable in the subsequent assessment years also and the taxpayer shall not be allowed to opt a different /
contrary stand in this regard in the subsequent years.
Further, investments by FII in any securities in accordance with the regulations made under the Securities Exchange
Board of India Act, 1992 would be treated as capital asset under the provisions of the ITA.
21.4 SHARES HELD AS INVESTMENT
As per the provisions of the ITA, where the shares are held as investments, income arising from the transfer of such shares is
taxable under the head “Capital Gains”. Capital gains on buyback of shares are governed by the provisions of Section 46A of
the ITA and would attract capital gains in the hands of shareholders as per provisions of Section 48 of the ITA. The provisions of
buy back tax under Section 115QA in Chapter XII-DA of the ITA do not apply for shares listed on the stock exchange and hence
exemption under section 10(34A) is not available to the eligible shareholder.
21.4.1 Period of holding
Depending on the period for which the shares are held, the gains would be taxable as “short term capital gain” or
“long term capital gain”:
• In respect of equity shares held for a period less than or equal to 12 months prior to the date of transfer,
the same shall be treated as a “short-term capital asset”, and the gains arising therefrom shall be taxable as
“short-term capital gains” (“STCG”).
• Similarly, where equity shares are held for a period more than 12 months prior to the date of transfer, the
same shall be treated as a “long-term capital asset”, and the gains arising therefrom shall be taxable as
“long-term capital gains” (“LTCG”).
21.4.2 Buyback of shares through a recognized stock exchange
Where transaction for transfer of such equity shares (i.e. buyback) is executed through a recognized stock exchange,
they are liable to Securities Transaction Tax (‘STT’). STT is a tax payable in India on the value of securities on every
purchase or sale of securities that are listed on the Indian Stock Exchange. Currently, the STT rate applicable on the
purchase or sale of shares on the stock exchange is 0.1% of the value of security.
The taxability of buyback proceeds in the hands of the eligible shareholder should be as under:
• The Finance Act, 2018 has withdrawn the exemption under section 10(38) for LTCG arising from transfer of
equity shares on or after 1 April 2018. Section 112A of the ITA provides for taxation of income arising from
the transfer of such shares, which is explained in the following paragraphs.
• The gain accrued on such equity shares till 31 January 2018 has been exempted by providing that for the
purpose of computing LTCG the cost of shares acquired before 1 February 2018 shall be the higher of the
following-
i) Actual cost of acquisition; or
ii) Lower of -
Fair market value
a)
Full value of consideration received or accruing as a result of the transfer of the shares
b)
Fair market value has been defined to mean the highest price of the equity share quoted on any recognized
stock exchange on 31 January 2018.
• After taking into account the exemption provided above, LTCG arising from transfer of equity shares,
exceeding `100,000, will be taxable at 10% without allowing the benefit of indexation.
• However, section 112A of the ITA shall not apply if such equity shares were acquired on or after
1 October 2004 and securities transaction tax (‘STT under Chapter VII of the Finance (No. 2) Act, 2004’) was
not paid. In this regard, the Central Government has issued a draft notification along with press release dated
24 April 2018 providing certain situations wherein section 112A of the ITA will continue to be applicable even
if STT is not paid at the time of acquisition of equity shares. The draft notification provides for the following
situations:
(a) Where acquisition of existing listed equity share in a company, whose equity shares are not frequently
traded on a recognised stock exchange of India, was made through a preferential issue, subject to certain
exceptions;
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(b) Where transaction for acquisition of existing listed equity share in a company was not entered through
a recognised stock exchange of India, subject to certain exceptions;
(c) Acquisition of equity share of a company during the period beginning from the date on which the
company was delisted from a recognised stock exchange and ending on the date on which the company
was again listed on a recognised stock exchange in accordance with the Securities Contracts (Regulation)
Act, 1956 read with Securities and Exchange Board of India Act, 1992 (15 of 1992) and any rules made
there under.
The said draft notification was open for public comments / suggestions and the CBDT had requested the
stakeholders to submit their suggestions / comments by 30 April 2018. However, a final notification is awaited
in this regard.
• Where provisions of section 112A are not applicable, LTCG will be chargeable to tax at 20%. However,
for a resident shareholder, an option is available to pay tax on such LTCG at either 20% with indexation
or 10% without indexation.
• STCG arising from such transaction would be subject to tax @ 15% under Section 111A of the ITA.
Unlike in the case of LTCG, no amendment has been made that requires payment of STT at the time
equity shares are acquired for eligibility of the concessional rate of 15% on STCG.
Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable
to income-tax is required to be considered while computing tax on such LTCG or STCG taxable under
Section 112A or 111A of the ITA. In addition to the above LTCG or STCG tax, Surcharge, Health and Education
Cess are leviable (Please refer to Note 21.7 for rate of surcharge and cess).
MAT implications would get triggered in the hands of a resident corporate shareholder. Foreign companies will
not be subject to MAT if the country of residence of such of the foreign country has entered into a DTAA with
India and such foreign company does not have a permanent establishment in India in terms of the DTAA.
Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by India subject
to fulfilling of the relevant conditions and the documentary compliance prescribed under the ITA.
21.5 SHARES HELD AS STOCK-IN-TRADE
If the shares are held as stock-in-trade by any of the eligible shareholders of the Company, then the gains would be characterized
as business income and taxable under the head “Profits and Gains from Business or Profession”. In such a case, the provisions
of Section 46A of the Act will not apply.
21.5.1 Resident Shareholders
Profits of
a) Individuals, HUF, AOP and BOI would be taxable at applicable slab rates.
b) Domestic company having turnover or gross receipts not exceeding ` 250 crore in the previous year
i.e. 2016-17 would be taxable @ 25%
c) For persons other than stated in (a) and (b) above, profits would be taxable @ 30%.
No benefit of indexation by virtue of period of holding would be available in any case.
21.5.2 Non Resident Shareholders
a) Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by India subject
to fulfilling relevant conditions and the documentary compliance prescribed under the ITA.
b) Where DTAA provisions are not applicable:
• For non-resident individuals, HUF, AOP and BOI, profits would be taxable at slab rates
• For foreign companies, profits would be taxed in India @ 40%
• For other non-resident shareholders, such as foreign firms, profits would be taxed in India @ 30%.
In addition to the above, Surcharge, Health and Education Cess are leviable.
21.6 TAX DEDUCTION AT SOURCE
21.6.1 In case of Resident Shareholders
In absence of any specific provision under the ITA, the Company is not required to deduct tax on the consideration
payable to resident shareholders pursuant to the said Buyback.
21.6.2 In case of Non-resident Shareholders
Since the buy-back is through the stock exchange, the responsibility of discharge of the tax due on the gains (if any)
is primarily on the non-resident shareholder. The non-resident shareholder must compute such gains (if any) on this
transaction and immediately pay applicable taxes in India in consultation with their custodians/ authorized dealers/
tax advisors appropriately. The non-resident shareholders must file their tax return in India inter-alia considering gains
arising on this buyback of shares in consultation with their tax advisors.
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The non-resident shareholders undertake to indemnify the Company if any tax demand is raised on the Company on
account of gains arising to the non-resident shareholders on buyback of shares by the Company. The non-resident
shareholders also undertake to provide the Company, on demand, the relevant details in respect of the taxability /
non-taxability of the proceeds arising on buyback of shares by the Company, copy of tax return filed in India, evidence
of the tax paid etc.
21.7 RATE OF SURCHARGE AND CESS
In addition to the basic tax rate, Surcharge, Health and Education Cess are leviable as under:
21.7.1 Surcharge.
• In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds `10 crore and
@ 7% where the total income exceeds `1 crore but less than `10 crore.
• In case of companies other than domestic companies: Surcharge @ 5% is leviable where the total income
exceeds `10 crore and @ 2% where the total income exceeds `1 crore but less than `10 crore.
• In case of individuals, HUF, AOP, BOI: Surcharge @15% is leviable where the total income exceeds ` 1 crore
and @10% where the total income exceeds `50 lac but less than `1 crore.
In case of Firm, Local Authority: Surcharge @12% is leviable where the total income exceeds `1 crore.
21.7.2 Cess.
Health and Education Cess @ 4% is leviable in all cases
The above note on taxation sets out the provisions of law in a summary manner only and does not purport to
be a complete analysis or listing of all potential tax consequences of the disposal of equity shares. This note is
neither binding on any regulators nor can there be any assurance that they will not take a position contrary to
the comments mentioned herein. Hence, you should consult with your own tax advisors for the tax provisions
applicable to your particular circumstances.
22 DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required under clause (ix) and clause (x) of Part A of Schedule II under the Buyback Regulations:
22.1 The Board of Directors of the Company confirms that there are no defaults subsisting in repayment of deposits, redemption of
debentures or interest thereon or redemption of preference shares or payment of dividend, or repayment of any term loans or
interest payable thereon to any financial institution or banking company.
22.2 The Board of Directors of the Company has confirmed that it has made a full enquiry into the affairs and prospects of the
Company and has formed the opinion that:
22.2.1 Immediately following the date of the Board Meeting, date on which result of shareholders’ resolution passed by
way of Postal Ballot / E-voting (“Postal Ballot Resolution”) was declared, approving the Buyback, and the date of
Letter of Offer, there will be no grounds on which the Company could be found unable to pay its debts;
22.2.2 As regards the Company’s prospects for the year immediately following the date of the Board Meeting approving
the Buyback as well as for the year immediately following the date of the Postal Ballot Resolution, and the date of
Letter of Offer, and having regard to the Board’s intention with respect to the management of Company’s business during
that year and to the amount and character of the financial resources which will in the Board’s view be available to the
Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered
insolvent within a period of one year from the date of the Board Meeting, date of the Postal Ballot Resolution and as
also date of Letter of Offer;
22.2.3 In forming an opinion as aforesaid, the Board has taken into account the liabilities (including prospective and
contingent liabilities), as if the Company was being wound up under the provisions of the Companies Act, 2013 /
Insolvency and Bankruptcy Code, 2016, as applicable.
This declaration is made and issued pursuant to the resolution passed at the meeting of the Board held on June 15, 2018, and on
August 6, 2018.
For and on behalf of the Board of Directors
Sd/- Sd/-
Rajesh Gopinathan N. Ganapathy Subramaniam
CEO and Managing Director COO and Executive Director
DIN: 06365813 DIN: 07006215
37

23 AUDITOR’S CERTIFICATE
Report addressed to the Board of Directors by the Company’s Auditors on permissible capital payment and opinion formed by
directors regarding insolvency
The text of the Report dated June 15, 2018 of B S R & Co. LLP, the Statutory Auditors of the Company, addressed to the Board of
Directors of the Company is reproduced below:
The Board of Directors
Tata Consultancy Services Limited
9th Floor, Nirmal Building
Nariman Point
MUMBAI 400 021
Dear Sirs
Statutory Auditors’ Report in respect of proposed buy back of equity shares by Tata Consultancy Services Limited
(‘the Company’) in terms of clause (xi) of Part A of Schedule II of Securities and Exchange Board of India (Buy-back of
Securities) Regulations, 1998, as amended (the “SEBI Buyback Regulations”)
1. This report is issued in accordance with the terms of our engagement letter dated 15 June 2018. The Board of Directors of
Tata Consultancy Services Limited have approved a proposed buy-back of equity shares by the Company at its meeting held
on 15 June 2018, in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013 (‘the Act’) and the
SEBI Buyback Regulations.
2. The accompanying Statement of permissible capital payment (‘Annexure A’) as at 31 March 2018 (hereinafter referred together
as the “Statement”) is prepared by the management, which we have initialed for identification purposes only.
Management’s Responsibility for the Statement
3. The preparation of the Statement in accordance with Section 68 (2)(c) of the Companies Act, 2013 and the compliance with the
SEBI Buyback Regulations, is the responsibility of the Management of the Company, including the computation of the amount
of the permissible capital payment, the preparation and maintenance of all accounting and other relevant supporting records
and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are
reasonable in the circumstances.
Auditors’ Responsibility
4. Pursuant to the requirements of the SEBI Buyback Regulations, it is our responsibility to provide reasonable assurance:
i) whether we have inquired into the state of affairs of the Company in relation to the audited standalone financial statements
for the year ended 31 March 2018;
ii) if the amount of permissible capital payment as stated in Annexure A, has been properly determined considering the
audited standalone financial statements in accordance with Section 68(2)(c) of the Act; and
iii) if the Board of Directors in their meeting dated 15 June 2018, have formed the opinion as specified in clause (x) of
Part A of Schedule II to the SEBI Buyback Regulations, on reasonable grounds and that the Company will not, having
regard to its state of affairs, be rendered insolvent within a period of one year from that date.
5. The standalone financial statements referred to in paragraph 4 above, which we have considered for the purpose of this report,
have been audited by us, on which we have issued an unmodified audit opinion vide our report dated 19 April 2018.
6. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for
Special Purposes, issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with
the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
8. Based on inquiries conducted and our examination as above, we report that:
a) We have inquired into the state of affairs of the Company in relation to its audited standalone financial statements as at
and for the year ended 31 March 2018;
b) The amount of permissible capital payment (including premium) towards the proposed buy back of equity shares as
computed in the Statement attached herewith is in our view properly determined in accordance with Section 68(2) (c)
of the Act. The amounts of share capital and free reserves have been extracted from the audited standalone financial
statements of the Company as at and for the year ended 31 March 2018; and
c) The Board of Directors of the Company, in their meeting held on 15 June 2018 have formed their opinion as specified
in clause (x) of Part A of Schedule II to the SEBI Buyback Regulations, on reasonable grounds and that the Company,
having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of passing the
Board meeting resolution dated 15 June 2018.
Restriction on Use
9. This report has been issued at the request of the Company solely for use of the Company (i) in connection with the proposed
buy-back of equity shares of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of the
38

Companies Act, 2013 and the SEBI Buyback Regulations, (ii) to enable the Board of Directors of the Company to include in the
public announcement, draft letter of offer, letter of offer and other documents pertaining to buy-back to be sent to the shareholders
of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of India, stock exchanges, public
shareholders and any other regulatory authority as per applicable law and (b) the Central Depository Services (India) Limited,
National Securities Depository Limited and (iii) for providing to the Managers, each for the purpose of extinguishment of equity
shares and may not be suitable for any other purpose.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Amit Somani
Partner
Membership No: 060154
Mumbai
15 June 2018
Annexure A:
Statement of permissible capital payment
Amount
Particulars
(` in crore)
Paid up equity share capital as on 31 March 2018
191
(191,42,87,591 equity shares of face value Re.1 each)
Free reserves as on 31 March 2018
- Retained earnings 74,080
Total 74,271
Maximum amount permissible for buyback under Section 68 of the Companies Act, 2013
18,568
(25% of the total paid up capital and free reserves)
Amount proposed by Board Resolution dated 15 June 2018 approving the Buyback, subject to
shareholders approval by special resolution, based on the audited accounts for the year ended 16,000
31 March 2018
24 DOCUMENTS FOR INSPECTION
The copies of the following documents referred to hereunder are available for inspection by Shareholders of the Company at the
registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021, from 11 a.m. to 1 p.m. on any Working Day during
the Tendering Period:
24.1 Certificate of incorporation of the Company;
24.2 Memorandum and Articles of Association of the Company;
24.3 Annual reports of the Company for the financial years ended 2016, 2017 and 2018;
24.4 Audited standalone financials approved by the Board for the quarter June 30, 2018;
24.5 Copy of resolution passed by the Board of Directors in relation to the Buyback at its meeting held on June 15, 2018;
24.6 Copy of special resolution of the Equity Shareholders passed by way of postal ballot, the results of which were announced on
August 4, 2018;
24.7 Auditor’s Report prepared by B S R & Co. LLP, in terms of clause (xi) of Part A to Schedule II of the Buyback Regulations;
24.8 Public Announcement dated August 6, 2018, and published on August 7, 2018;
24.9 Declaration of solvency and an affidavit as per Form SH-9 of the Share Capital Rules;
24.10 Certificate dated August 6, 2018 issued by B S R & Co. LLP, confirming that the Company has adequate funds for the purposes
of the Buyback;
24.11 Copy of the Escrow Agreement dated August 21, 2018; and
24.12 Copy of the SEBI letter dated August 28, 2018 providing its observations in terms of the Buyback Regulations.
25 DETAILS OF THE COMPLIANCE OFFICER
25.1 The details of the Compliance Officer are set out below.
Mr. Rajendra Moholkar
Company Secretary and Compliance Officer
Registered office:
9th Floor, Nirmal Building,
Nariman Point, Mumbai 400 021
CIN: L22210MH1995PLC084781
Telephone: +91 22 6778 9595
E-mail : investor.relations@tcs.com, website: www.tcs.com
25.2 Eligible Shareholders may contact the Compliance Officer for any clarification or to address their grievances, if any, during
11:00 a.m. to 5:00 p.m. on all Working Days during the Tendering Period.
39

26 DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS
26.1 In case of any grievances relating to the Buyback (i.e. non-receipt of the Buyback consideration, Equity Share certificate,
demat credit, etc.) the Eligible Shareholder can approach the Compliance Officer and/or the Manager to the Buyback and/or the
Registrar to the Buyback for redressal.
26.2 If the Company makes any default in complying with the requirements under the Act or any rules made thereunder as may be
applicable to the Buyback, the Company or any officer of the Company who is in default shall be liable in terms of the Act.
26.3 The address of the concerned office of the Registrar of Companies is as follows:
100, Everest,
Marine Drive
Mumbai-400002
Phone: 022-22812627 / 22020295 / 22846954
Fax: 022-22811977
Email: roc.mumbai@mca.gov.in
27
DETAILS OF INVESTOR SERVICE CENTRE
27.1 In case of any query, the Eligible Shareholders may contact the Registrar to the Buyback on any day except public holidays
between 10 a.m. and 5 p.m. at the following address:
Link Intime India Private Limited
C-101, 247 Park, L.B.S. Marg
Vikhroli (West)
Mumbai 400 083
Tel: +91 22 4918 6300
Fax: +91 22 4918 6195
Contact Person: Mr. Sumeet Deshpande
Email: tcs.buyback2018@linkintime.co.in
28 DETAILS OF THE MANAGER TO THE BUYBACK
JM Financial Limited
7th Floor, Cnergy,
Appasaheb Marathe Marg, Prabhadevi,
Mumbai – 400 025, Maharashtra, India
Tel.: +91 22 6630 3030
Fax: +91 22 6630 3330
Email: tcs.buyback2018@jmfl.com
Contact Person: Ms. Prachee Dhuri
29 DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER
DOCUMENT
As per Regulation 19(1)(a) of the Buyback Regulations, the Board of Directors accept full responsibility for the information contained
in this Letter of Offer. This Letter of Offer is issued under the authority of the Board and in terms of the resolution passed by the Board
on June 15, 2018:
For and behalf of the Board of Directors of

TATA CONSULTANCY SERVICES LIMITED
Sd/- Sd/- Sd/-

Rajesh Gopinathan N Ganapathy Subramaniam Rajendra Moholkar
CEO and Managing Director COO and Executive Director Company Secretary
DIN: 06365813 DIN: 07006215 Membership Number: A8644
Date: August 29, 2018
30 OFFER FORM
30.1 Tender Form (for Eligible Shareholders holding Equity Shares in dematerialised form).
30.2 Tender Form (for Eligible Shareholders holding Equity Shares in physical form).
30.3 Form No. SH-4 – Securities Transfer Form.
40

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CONSULTANCY SERVICES LIMITED

JM Financial Limited Link Intime India Private Limited

63115_TCS Letter of Offer.indd 1 29-Aug-18 9:49:12 PM

63115_TCS Letter of Offer.indd 2 29-Aug-18 9:49:12 PM

2. Date of declaration of results of postal ballot for special resolution by the

3. Date of Public Announcement for the Buyback August 6, 2018 Monday

6. Buyback Opening Date September 6, 2018 Thursday

7. Buyback Closing Date September 21, 2018 Friday

10. Last date of providing Acceptance / Non-acceptance of tendered Equity

12. Last date of dispatch of share certificate(s) by the Registrar / return of

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Name of the Company Tata Consultancy Services Limited

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Sr. Number of Maximum Number of

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Equity Shares Bought

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14 BRIEF INFORMATION OF THE COMPANY

Face Cumulative Cumulative Paid-

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5. Dr. Ron Sommer PhD- September 5, Independent • Munich Re Group, (Germany)

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Quarter Financial Year

Quarter Financial Year

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Event Date NSE (`) BSE (`)

17 DETAILS OF STATUTORY APPROVALS

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