Letter of Offer Buyback

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 (as defined below) of Tata Consultancy Services Limited (“Company”) as on the Record
Date (as defined hereinafter) in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended from time to
time (“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 of Key Terms” for the
definition of the capitalized terms used herein.
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 9595, E-mail: investor.relations@tcs.com#, Website: www.tcs.com;
Compliance Officer: Mr. Pradeep Manohar Gaitonde, Company Secretary
OFFER TO BUYBACK FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹1 (RUPEE ONE) EACH OF UP TO 4,09,63,855 (FOUR CRORE NINE LAKH SIXTY THREE
THOUSAND EIGHT HUNDRED AND FIFTY FIVE) FROM THE EQUITY SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES AS ON NOVEMBER 25, 2023
(“RECORD DATE”), ON A PROPORTIONATE BASIS BY WAY OF THE TENDER OFFER ROUTE AS PRESCRIBED UNDER THE BUYBACK REGULATIONS, THROUGH STOCK
EXCHANGE MECHANISM AT A PRICE OF ₹4,150 (RUPEES FOUR THOUSAND ONE HUNDRED AND FIFTY ONLY) PER EQUITY SHARE PAYABLE IN CASH FOR AN
AGGREGATE CONSIDERATION NOT EXCEEDING ₹17,000 CRORE (RUPEES SEVENTEEN THOUSAND CRORE ONLY) ( “BUYBACK”).
1) The Buyback is being undertaken pursuant to Article 11 of the Articles of Association of the Company, Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the
relevant rules framed thereunder including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Management and Administration) Rules, 2014, the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable, the Buyback Regulations and the SEBI Circulars. The Buyback is further subject to approvals, permissions,
sanctions and exemptions, as may be necessary, and subject to such conditions and modifications, if any, from time to time from regulatory and/or statutory 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. BSE Limited (“BSE”) and 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 condensed standalone interim financial statements or audited condensed consolidated
interim financial statements of the Company as on September 30, 2023 (i.e. the latest audited financial statements available as on the date of Board Meeting recommending the proposal of the Buyback, which
was on October 11, 2023), whichever sets out a lower amount, as per applicable provisions of Buyback Regulations. The Buyback Offer Size constitutes 24.45% and 20.48% of the aggregate fully paid-up equity
share capital and free reserves as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the Company as on September 30, 2023,
respectively, which is within the prescribed limit of 25%, and represents 1.12% of the total issued and paid-up Equity Share Capital of the Company as on September 30, 2023.
3) In accordance with the Buyback Regulations, this Letter of Offer is being sent through electronic means to the Equity Shareholders/Beneficial Owners holding Equity Shares of the Company as on the Record
Date (“Eligible Shareholders”) and that if any shareholder requires a physical copy of the Letter of Offer, a request has to be sent to the Company or Registrar to the Buyback and the same shall be sent to such
shareholder’s registered postal address.
4) The procedure for tender and settlement is set out in Paragraph 20 (Procedure for Tender/Offer and Settlement) of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (“Tender Form”) along
with the share transfer form (“Form SH-4”) is enclosed together with this Letter of Offer.
5) For details of the procedure for Acceptance, please refer to the “Process and Methodology for the Buyback” on page 32 of this Letter of Offer.
6) For mode of payment of consideration to the Eligible Shareholders, please refer to Paragraph 20 of this Letter of Offer.
7) 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.
8) A copy of the Public Announcement dated November 16, 2023, published on November 17, 2023 (“Public Announcement”) is available on the website of SEBI (www.sebi.gov.in) and on the website of the
Company (www.tcs.com), on the websites of NSE (www.nseindia.com), BSE (www.bseindia.com), on the website of the Registrar to the Buyback (www.linkintime.co.in) and the Manager to the Buyback
(www.jmfl.com).
9) A copy of the Letter of Offer (including the Tender Form) shall be available on the website of SEBI i.e., www.sebi.gov.in and on the website of the Company i.e. www. tcs.com and is expected to be available on
the websites of NSE (www.nseindia.com), BSE (www.bseindia.com), the Manager to the Buyback (www.jmfl.com) and the Registrar to the Buyback (www.linkintime.co.in).
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, Vikhroli (West),
Mumbai 400 025, Maharashtra, India Mumbai 400 083, Maharashtra, India
Tel: +91 22 6630 3030; +91 22 6630 3262 Tel: 8108114949
Fax: +91 22 6630 3330 Fax: +91 22 4918 6195
Contact Person: Ms. Prachee Dhuri Contact Person: Mr. Ajit Patankar
E-mail: tcs.buyback2023@jmfl.com E-mail: tcs.buyback2023@linkintime.co.in
Website: www.jmfl.com Website: www.linkintime.co.in
SEBI Registration Number: INM000010361 SEBI Registration Number: INR000004058
Validity period of registration: Permanent Validity period of registration: Permanent
CIN: L67120MH1986PLC038784 CIN: U67190MH1999PTC118368
BUYBACK PROGRAMME
Buyback Opening Date Friday, December 1, 2023
Buyback Closing Date Thursday, December 7, 2023
Last Date and Time of Receipt of Completed Tender Forms and other Thursday, December 7, 2023, 5 p.m. (IST)
specified documents by the Registrar to the Buyback
BUYBACK ENTITLEMENT
Category of Eligible Shareholders Ratio of Buyback (i.e. Buyback Entitlement)*
Reserved Category for Small Shareholders 1 Equity Share for every 6 Equity Shares held on the Record Date
General Category for all other Eligible Shareholders 2 Equity Shares for every 209 Equity Shares held on the Record Date
*For further information on Ratio of Buyback as per the Buyback Entitlement in each Category, please refer paragraph 19.12 on page 33 of this Letter of Offer.
ELIGIBLE SHAREHOLDERS CAN ALSO CHECK THEIR ENTITLEMENT ON THE WEBSITE OF THE REGISTRAR TO THE BUYBACK BY FOLLOWING THE STEPS GIVEN BELOW:
1) Click on https://web.linkintime.co.in/Offer/Default.aspx
2) Select the name of the Company – ‘Tata Consultancy Services Limited – Buyback – 2023’
3) Select holding type - “Demat” or “Physical” or “PAN”
4) Based on the option selected above, enter your ‘DPID CLID’ or ‘Folio Number’ or ‘PAN’
5) Then click on View button
6) The entitlement will be provided in the pre-filled ‘FORM OF ACCEPTANCE-CUM ACKNOWLEDGEMENT’
#
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 8108114949 and
tcs.buyback2023@linkintime.co.in, details of which are also included at Paragraph 27 of the Letter of Offer.
TABLE OF CONTENTS
1 SCHEDULE OF ACTIVITIES ...............................................................................................................................................................................3

2 DEFINITIONS OF KEY TERMS...........................................................................................................................................................................3
3 DISCLAIMER CLAUSE .......................................................................................................................................................................................6
4 TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING..................................................................................................................7
5 DETAILS OF THE PUBLIC ANNOUNCEMENT.............................................................................................................................................. 11
6 DETAILS OF THE BUYBACK............................................................................................................................................................................ 11
7 AUTHORITY FOR THE BUYBACK................................................................................................................................................................... 12
8 NECESSITY/OBJECTIVE OF THE BUYBACK ................................................................................................................................................. 12
9 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY............................... 12
10 BASIS OF CALCULATING THE OFFER PRICE ............................................................................................................................................... 16
11 SOURCES OF FUNDS FOR THE BUYBACK .................................................................................................................................................. 17
12 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN .................................................................... 17
13 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ........................................................................................................................... 17
14 BRIEF INFORMATION OF THE COMPANY ................................................................................................................................................... 20
15 FINANCIAL INFORMATION ABOUT THE COMPANY ................................................................................................................................. 26
16 STOCK MARKET DATA ................................................................................................................................................................................... 28
17 DETAILS OF STATUTORY APPROVALS......................................................................................................................................................... 31
18 DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE....................................................................................... 31
19 PROCESS AND METHODOLOGY FOR THE BUYBACK ............................................................................................................................... 32
20 PROCEDURE FOR TENDER/OFFER AND SETTLEMENT............................................................................................................................. 35
21 NOTE ON TAXATION....................................................................................................................................................................................... 41
22 DECLARATION BY THE BOARD OF DIRECTORS......................................................................................................................................... 43
23 AUDITOR’S CERTIFICATE............................................................................................................................................................................... 44
24 DOCUMENTS FOR INSPECTION................................................................................................................................................................... 46
25 DETAILS OF THE COMPLIANCE OFFICER.................................................................................................................................................... 47
26 DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS........................................................................................ 47
27 DETAILS OF INVESTOR SERVICE CENTRE................................................................................................................................................... 47
28 DETAILS OF THE MANAGER TO THE BUYBACK.......................................................................................................................................... 48
29 DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER DOCUMENT................ 48
30 OFFER FORM................................................................................................................................................................................................... 48
2
1 SCHEDULE OF ACTIVITIES
Sr.
Activity Date Day
No.
1. Date of Board Meeting approving the proposal of the Buyback October 11, 2023 Wednesday
2. Date of declaration of results of postal ballot for special resolution by the November 15, 2023 Wednesday
Equity Shareholders of the Company, approving the Buyback
3. Date of Public Announcement for the Buyback November 16, 2023 Thursday
4. Date of publication of the Public Announcement for the Buyback November 17, 2023 Friday
5. Record Date for determining the Buyback Entitlement and the names of November 25, 2023 Saturday
Eligible Shareholders
6. Last date for dispatch of Letter of Offer November 29, 2023 Wednesday
7. Buyback Opening Date December 1, 2023 Friday
8. Buyback Closing Date December 7, 2023 Thursday
9. Last date of receipt of completed Tender Forms and other specified December 7, 2023 Thursday
documents including physical share certificates (if and as applicable) by the
Registrar
10. Last date of verification of Tender Forms by the Registrar December 11, 2023 Monday
11. Last date of providing Acceptance/Non-acceptance of tendered Equity December 13, 2023 Wednesday
Shares to the Stock Exchange by the Registrar
12. Last date of settlement of bids on the Stock Exchange December 14, 2023 Thursday
13. Last date of dispatch of share certificate(s) by the Registrar/return of December 14, 2023 Thursday
unaccepted demat Equity Shares by Stock Exchange to Seller Member/
Eligible Shareholders
14. Last date of extinguishment of Equity Shares December 26, 2023 Tuesday
Note: Wherever last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
2 DEFINITIONS OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified
otherwise, shall have the meanings as provided below. References to any acts, regulations, rules, circulars or notifications shall be to
such acts, regulations, rules, circulars or notifications as amended, supplemented, or re-enacted from time to time.
The words and expressions used in this Letter of Offer, but not defined herein, shall, unless the context requires otherwise, have the
meanings ascribed to such terms under the Buyback Regulations, the Act, the SEBI Depositories Act, 1996 and the rules and regulations
made thereunder.
Acceptance or Accept Acceptance of Equity Shares tendered by Eligible Shareholders in the Buyback.
or Accepted
Acquisition Window The facility for acquisition of Equity Shares through mechanism provided by the Stock Exchanges in
the form of a separate window in accordance with the SEBI Circulars.
Act The Companies Act, 2013 and rules framed thereunder (including any statutory modifications or
amendments thereof ).
Additional Equity Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback Entitlement
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 or Articles of Articles of Association of the Company.
Association
Board Meeting Meeting of the Board of Directors of the Company held on October 11, 2023 approving the proposal
for the Buyback.
Board or 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.
3
BSE BSE Limited.
Buyback or Buyback The buyback by the Company of its fully paid-up equity shares of face value of ₹1 (Rupee one) each
Offer of up to 4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five) Equity
Shares (representing 1.12% of the total issued and paid-up equity share capital of the Company as on
September 30, 2023) at a price of ₹4,150 (Rupees four thousand one hundred and fifty only) per Equity
Share payable in cash for an aggregate consideration not exceeding ₹17,000 crore (Rupees seventeen
thousand crore only) excluding transaction costs, applicable taxes, other incidental and related
expenses from the Equity Shareholders of the Company as on the Record Date, on a proportionate
basis by way of the Tender Offer route as prescribed under the Buyback Regulations read with SEBI
Circulars through the stock exchange mechanism.
Buyback Closing Date Thursday, December 7, 2023, being the last date up to which the tendering of Equity Shares by Eligible
Shareholders will be allowed.
Buyback Entitlement The number of Equity Shares that an Eligible Shareholder is entitled to tender in the Buyback Offer
based on the number of Equity Shares held by such Eligible Shareholder on the Record Date and the
ratio of Buyback applicable to 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. ₹4,150
or Offer Price (Rupees four thousand one hundred and fifty only) per Equity Share, payable in cash.
Buyback Offer Size or Maximum number of Equity Shares proposed to be bought back i.e. 4,09,63,855 (Four crore nine lakh
Buyback Size or Offer sixty three thousand eight hundred and fifty five) multiplied by the Buyback Offer Price i.e. ₹4,150
Size (Rupees four thousand one hundred and fifty only) per Equity Share, not exceeding ₹17,000 crore
(Rupees seventeen thousand crore only).
Buyback Opening Friday, December 1, 2023, being the date from which the tendering of Equity Shares by Eligible
Date Shareholders will be allowed.
Buyback Period The period between the date of the declaration of results of the postal ballot for special resolution
approving the Buyback of the Company i.e. November 15, 2023, till the date of payment of consideration
to the Eligible Shareholders whose Equity Shares have been accepted under the Buyback.
Buyback Regulations The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended.
CDSL Central Depository Services (India) Limited.
CIN Corporate Identity Number.
Clearing Corporation Collectively referred as, Indian Clearing Corporation Limited and National Securities Clearing
Corporation Limited.
Company or our Tata Consultancy Services Limited.
Company’s Broker JM Financial Services Limited.
Demat Shares Equity Share(s) of the Company in dematerialized form.
Depositories Collectively referred as, National Securities Depository Limited and Central Depository Services (India)
Limited.
Designated Stock The designated stock exchange for the Buyback, being BSE.
Exchange
DIN Director Identification Number.
DP Depository Participant.
DTAA Double Taxation Avoidance Agreement.
Eligible Shareholders Shareholders holding Equity Shares, either in physical or dematerialized form, as on the Record Date,
and excludes person(s) who do not have the capacity under applicable law to tender Equity Shares.
Equity Shares or Fully paid-up equity shares of face value of ₹1 (Rupee one) each of the Company.
Shares
Equity Shareholder or Holders of Equity Shares and includes beneficial owners thereof.
Shareholder
Escrow Account The Escrow Account titled “TCS BUYBACK 2023 ESCROW ACCOUNT” opened with the Escrow Agent in
terms of Escrow Agreement.
Escrow Agent Citibank, N.A.
Escrow Agreement The escrow agreement dated November 15, 2023 entered into amongst the Company, the Manager
and the Escrow Agent.
4
FCB(s) Foreign Corporate Bodies
FEMA Foreign Exchange Management Act, 1999, as amended.
FPI(s) Foreign Portfolio Investors.
General Category Eligible Shareholders other than the Small Shareholders.
HUF Hindu Undivided Family.
Income Tax Act or ITA The Income-tax Act, 1961 (including any statutory modifications or re-enactment thereof ).
Letter of Offer This letter of offer dated November 28, 2023 to be filed with SEBI containing disclosures in relation to
the Buyback as specified in Schedule III of the Buyback Regulations.
LODR Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.
Manager to the JM Financial Limited.
Buyback or Manager
Management Rules The Companies (Management and Administration) Rules, 2014, as amended.
MCA Circulars General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13,
2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated
September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General
Circular No. 10/2021 dated June 23, 2021 General Circular No. 20/2021 dated December 8, 2021,
General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28,
2022 and General Circular No. 9/2023 dated September 25, 2023.
Non-Resident Includes Non-Resident persons and bodies corporate, Non-Resident Indians (“NRI”), Foreign Corporate
Shareholders Bodies (“FCBs”), Foreign Portfolio Investors (“FPIs”).
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OCB Overseas Corporate Bodies.
Promoters/Promoter Tata Sons Private Limited, Tata Investment Corporation Limited, Tata Industries Limited,
Companies Tata Steel Limited, The Tata Power Company Limited, Tata Capital Limited, Tata International Limited,
Jamsetji Tata Trust and Navajbai Ratan Tata Trust.
Public Announcement The public announcement dated November 16, 2023 made in accordance with the Buyback
or PA Regulations, and published on November 17, 2023 in all editions of the Financial Express, an English
daily, Jansatta, a Hindi national daily, and Loksatta, a regional language Marathi daily, each with wide
circulation.
PAN Permanent Account Number.
RBI Reserve Bank of India.
Record Date November 25, 2023 i.e. the date for the purpose of determining the Buyback Entitlement and the
names of the Eligible Shareholders, to whom the Letter of Offer and Tender Form is being sent and
who are eligible to participate in the Buyback Offer in accordance with Buyback Regulations.
Redeemable Redeemable preference shares of ₹1 each.
Preference Shares
Registrar to the Link Intime India Private Limited.
Buyback or Registrar
Reserved Category Equity Shares reserved for the Small Shareholders.
SEBI Securities and Exchange Board of India.
SEBI Circulars SEBI circular bearing number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with circular
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615
dated August 13, 2021 and SEBI circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023
and such other circulars or notifications, as may be applicable, including any amendments thereof.
Securities Deposit Securities deposit agreement dated November 16, 2023 entered into amongst the Company, the
Agreement Manager and HDFC Bank Limited.
Selling Member(s) Stockbroker(s) of Eligible Shareholder(s), through whom the Eligible Shareholder(s) seek(s) to
participate in the Buyback.
Share Capital Rules The Companies (Share Capital and Debentures) Rules, 2014, as amended.
5
Small Shareholder 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 trading volume, as on the Record Date i.e. November 25, 2023 as defined in Regulation 2(i)(n)
of the Buyback Regulations.
Stock Exchanges Collectively referred as, BSE and NSE.
Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended.
Tender Form Form of Acceptance-cum-Acknowledgement.
Tender Offer Method of buyback as defined in Regulation 2(i)(q) of the Buyback Regulations.
Tendering Period Period of 5 (Five) Working Days from the Buyback Opening Date till the Buyback Closing Date
(both days inclusive) in this case, from December 1, 2023 until December 7, 2023.
TRS Transaction Registration Slip.
Working Day Working day as defined under Regulation 2(i)(s) of the Buyback Regulations.
3 DISCLAIMER CLAUSE
As required under the Buyback Regulations, 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 the Letter of Offer.
The Manager to the Buyback, JM Financial Limited, has certified that the disclosures made in the Letter of Offer are generally
adequate and are in conformity with the provisions of the Act and Buyback Regulations. This requirement is to facilitate Eligible
Shareholders 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 the 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 November 28, 2023 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 dated November 16, 2023 (“Public Announcement”) which was published
on November 17, 2023 and the letter of offer dated November 28, 2023 (“ Letter of Offer”). On the basis of such examination and the
discussions with the Company, we hereby state that:
• The Public Announcement and the 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 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 Letter of Offer 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.
6
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 this Letter of Offer.
This Letter of Offer is being sent to all Shareholders whose names appear on the register of members of the Company, as of
the Record Date. However, receipt of this 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 this 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.
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounding-off
adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or
row in certain tables may not conform exactly to the total figure given for that column or row.
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
October 11, 2023. The text of the resolution of the Board of Directors is set out below.
Quote
“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, as amended (“Act”), the Companies (Share Capital
and Debentures) Rules, 2014 and the Companies (Management and Administration) Rules, 2014, to the extent applicable, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance
with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (“Buyback Regulations”), as amended
from time to time, including any statutory modifications or re-enactments for the time being in force and subject to such other
approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if
any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and
exemptions, which may be agreed to by the Board of Directors of the Company (“Board”, which expression shall include any
Committee constituted/to be constituted by the Board to exercise its powers, including the powers conferred by this Resolution),
including the approval of the Members of the Company by way of special resolution, the Board be and hereby approves buyback
of up to 4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five) of its fully paid-up Equity Shares of
face value of ₹1 (Rupee One) each (“Equity Shares”) representing 1.12% of the total issued and paid-up equity share capital of
the Company at a price of ₹4,150 (Rupees four thousand one hundred and fifty only) per Equity Share (“Buyback Offer Price”),
subject to any increase to the Buyback Offer Price as may be approved by the Board/committee, payable in cash for an aggregate
7
consideration not exceeding ₹17,000 crore (Rupees seventeen thousand crore only) (“Buyback Size”), (excluding transaction
costs, applicable taxes and other incidental and related expenses), which is not exceeding 25% of the aggregate of the paid-up
equity share capital and free reserves as per audited condensed standalone interim financial statements or audited condensed
consolidated interim financial statements of the Company as on September 30, 2023, whichever sets out a lower amount, to be
sourced 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 pursuant to Tender-Offers under Takeovers, Buy Back and Delisting”
notified by the Securities and Exchange Board of India (“SEBI”) vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
read with circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated
August 13, 2021, including any amendments or statutory modifications for the time being in force.”
“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 Foreign
Corporate Bodies (“FCBs”), Foreign Portfolio Investors (“FPIs”), Members of foreign nationality, etc., shall be subject to such
approvals, if any, 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 may increase the Buyback Offer Price and decrease the number of shares proposed to be
bought back, such that there is no change in the Buyback Size till one working day prior to the Record Date fixed for the purpose
of Buyback.”
“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 the Board Meeting and date on which the result of the Members resolution passed by
way of Postal Ballot (“Postal Ballot Resolution”) will be declared, approving the Buyback, 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 the 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 the Board Meeting as also
from the date of Postal Ballot Resolution; and
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 amended from time to time, as applicable.”
“RESOLVED FURTHER THAT the person occupying the position of 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. The Company shall not issue any Equity Shares or other securities (including by way of bonus) till the date of expiry of the
Buyback period;
ii. The Company shall not raise further capital for a period of one year, from the expiry of the Buyback period, except in
discharge of subsisting obligations;
iii. The Company shall not withdraw offer once the Public Announcement is made;
iv. The Company shall not buyback locked-in shares and non-transferable shares till the pendency of the lock-in or till the
shares or other specified securities become transferable;
v. The Company shall transfer from its free reserves a sum equal to the nominal value of the Equity Shares purchased through
the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent
audited financial statements;
8
vi. The Company confirms that there are no defaults subsisting in repayment of deposits or interest thereon, 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 shareholder or financial institution or banking company, as the case may be;
vii. The Buyback will not result in delisting of the Equity Shares from BSE Limited and National Stock Exchange of India Limited
(collectively, “Stock Exchanges”);
viii. All the Equity Shares of the Company are fully paid-up;
ix. 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;
x. There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act,
as on date;
xi. The ratio of the aggregate of secured and unsecured debts owed by the Company is not and shall not be more than twice
the paid-up share capital and free reserves after the Buyback based on audited condensed standalone interim financial
statements or audited condensed consolidated interim financial statements of the Company as of September 30, 2023
whichever sets out a lower amount;
xii. The Company shall not directly or indirectly purchase its Equity Shares through any subsidiary company including its own
subsidiary companies or through any investment company or group of investment companies.
xiii. The Company shall not undertake the Buyback unless it has obtained the prior consent of its lenders, if any, in case of breach
of any covenant with such lenders.
xiv. That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
xv. That funds borrowed from Banks and Financial Institutions will not be used for the Buyback;
xvi. The aggregate amount of the Buyback i.e. ₹17,000 crore (Rupees seventeen thousand crore only) does not exceed 25% of
the total paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements
or audited condensed consolidated interim financial statements of the Company as on September 30, 2023, whichever sets
out a lower amount;
xvii. The maximum number of equity shares proposed to be purchased under the Buyback (up to 4,09,63,855 equity shares)
or lesser depending upon the final price determined by the Board/Buyback Committee does not exceed 25% of the total
paid-up equity share capital and free reserves as per audited condensed standalone interim financial statements or audited
condensed consolidated interim financial statements of the Company as on September 30, 2023, whichever sets out a lower
amount;
xviii. The Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry of Buyback
period of the preceding offer of Buyback, if any.”
“RESOLVED FURTHER THAT any of the Directors or the persons occupying the position of Chief Financial Officer, Company
Secretary and Deputy Chief Financial Officer, be and are hereby severally authorized, to exercise the following powers:-
i. To seek all regulatory approvals, if any, including of the 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 BSE Limited and 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, 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.
9
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 Buyback on the Company’s earnings, public
holdings, holdings of non-resident individuals, FCBs, FPIs 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 pursuant to Tender-Offers under
Takeovers, Buy Back and Delisting” notified by the SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read
with circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated
August 13, 2021, including any amendments or statutory modifications for the time being in force.”
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 Buyback.
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 pursuant to the provisions of Section 68 read with Section 110 of the Act and other applicable
provisions, if any, of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from
time to time, read with the Ministry of Corporate Affairs (“MCA”) Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated
April 13, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023 (hereinafter
collectively referred to as “MCA Circulars”), approval of the shareholders by a special resolution through postal ballot only
through voting by electronic means be sought and that the draft notice of Postal Ballot as circulated to the Board be and is hereby
approved and that the same be sent only through electronic mode to those Members whose e-mail addresses are registered with
the Company/Depositories in compliance with the aforesaid MCA Circulars.”
“RESOLVED FURTHER THAT the persons occupying the position of Chairman, Chief Executive Officer and Managing Director,
Chief Operating Officer and Executive Director, Chief Financial Officer and Company Secretary be and are hereby severally
authorized to (i) finalize, 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 and in connection with the Buyback.”
“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 person occupying the position of 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.”
10
Unquote
5 DETAILS OF THE PUBLIC ANNOUNCEMENT
5.1 In accordance with Regulation 7(i) of the Buyback Regulations, the Company has made the Public Announcement dated
November 16, 2023, which was published in the following newspapers on November 17, 2023:
Sr.
Name of the Newspaper Language Edition
No.
1. Financial Express English All editions
2. Jansatta Hindi All editions
3. Loksatta Marathi Mumbai edition
5.2 The Public Announcement was issued within 2 (two) Working Days from the date of declaration of results of the postal
ballot for special resolution by the Equity Shareholders approving the Buyback, the results of which were declared on
November 15, 2023.
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 and also on the website of the
Company at www.tcs.com on the websites of NSE (www.nseindia.com), BSE (www.bseindia.com), on the website of the
Registrar to the Buyback (www.linkintime.co.in) and the Manager to the Buyback (www.jmfl.com).
5.5 After dispatch of the Letter of Offer, the Company will publish an advertisement in all editions of the Financial Express, an
English daily and all editions of Jansatta, Hindi national daily, and Mumbai edition of Loksatta, a regional language Marathi
daily to inform the Eligible Shareholders about the completion of dispatch of letter of offer. The dispatch advertisement will
also include the link for shareholders to check their entitlement under the Buyback.
6 DETAILS OF THE BUYBACK
6.1 The Buyback has been authorized by a resolution of the Board of Directors on October 11, 2023. The Board had sought
approval of the shareholders of the Company for Buyback, by way of a special resolution, through notice of postal
ballot dated October 11, 2023 (“Postal Ballot Notice”), the results of which were announced on November 15, 2023.
The shareholders of the Company have approved the Buyback by way of a special resolution through the 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 4,09,63,855 (Four crore nine lakh sixty three
Shares proposed to be bought thousand eight hundred and fifty five) Equity Shares of face value of ₹1 (Rupee one)
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 1.12% of the
proposed to be bought back total issued and paid-up Equity Share Capital as on September 30, 2023.
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
₹4,150 (Rupees four thousand one hundred and fifty only) per Equity 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 the tender offer route and in accordance with other applicable provisions
accordance with which the of the Buyback Regulations, the SEBI Circulars, MCA Circulars, LODR Regulations and
Buyback is made. Sections 68, 69, 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 Exchange pursuant to Tender-Offers under Takeovers, Buy Back
and Delisting” as prescribed under the SEBI Circulars.
In this regard, the Company will request the Stock Exchanges 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.
11
Maximum amount to be The maximum amount required for Buyback will not exceed ₹17,000 crore
expensed towards the Buyback (Rupees seventeen thousand crore only) excluding transaction costs, applicable
and its percentage with respect taxes, other incidental and related expenses. The said amount works out to 24.45%
to the total paid-up equity and 20.48% of aggregate of fully paid-up equity share capital and free reserves as
share capital and free reserves per audited condensed standalone interim financial statements and audited
and percentage with respect to condensed consolidated interim financial statements of the Company, as on
total issued and paid-up equity September 30, 2023, respectively, which is within the prescribed limit of 25% under the
share capital of the Company. Act and Regulation 4(i) of the Buyback Regulations.and represents 1.12% of the total
issued and paid-up Equity Share Capital of the Company, as on September 30, 2023.
Shareholding of the Promoters/ Please refer to Paragraph 13 (Capital Structure and Shareholding Pattern) of this Letter
Promoter Companies and its of Offer, for details of the shareholding of the Promoters/Promoter Companies and its
percentage with respect to percentage with respect to the total paid-up equity share capital of the Company.
the total paid-up equity share
capital of the Company.
Intention of the Promoters/ In terms of the Buyback Regulations, under the “Tender Offer” route, Promoters/
Promoter Companies to Promoter Companies have the option of participating in a buyback.
participate in the Buyback.
Accordingly, in the present Buyback, the below Promoters/Promoter Companies
have expressed their intention to participate in the Buyback and may tender up to
an aggregate maximum of 2,96,15,048 Equity Shares or such lower number of Equity
Shares in accordance with the provisions of the Buyback Regulations:
Sr. Maximum Number of Equity

Name
No. Shares Intended to Tender
1. Tata Sons Private Limited 2,96,03,690
2. Tata Investment Corporation Limited 11,358
Total 2,96,15,048
For further details, please refer Paragraph 9 of this Letter of Offer.
Promoters’ shareholding after Please refer to Paragraph 13 (Capital Structure and Shareholding Pattern) of this
the completion of the Buyback. Letter of Offer, for details of the shareholding of the Promoters following completion
of the Buyback.
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,
the Management Rules, LODR Regulations, to the extent applicable and the Buyback Regulations.
7.2 This Buyback is further subject to approvals, permissions, sanctions and exemptions, as may be necessary, from time to time
from regulatory and/or statutory 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 October 11, 2023. Further, the
Buyback has been authorised by the Equity Shareholders by a special resolution through postal ballot only by voting
through electronic means (“remote e-voting”) in accordance with the provisions of Section 110 of the Act read with
Rule 22 of the Management Rules read with the MCA Circulars, the results of which were announced on November 15, 2023.
8 NECESSITY/OBJECTIVE OF THE BUYBACK
The current Buyback is in line with the Company’s shareholder-friendly capital allocation practices of returning excess cash to
shareholders, thereby increasing shareholder value in the longer term, and improving the Return on Equity.
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 ₹17,000 crore (Rupees seventeen thousand crore only), excluding
transaction costs, applicable taxes, other incidental and related expenses.
12
9.2 In terms of the Buyback Regulations, under the tender offer route, the Promoters/Promoter Companies have an option to
participate in the buyback. In this regard, the below Promoters/Promoter Companies have expressed their intention to
participate in the Buyback and may tender up to an aggregate maximum of 2,96,15,048 Equity Shares or such lower number
of Equity Shares in accordance with the provisions of the Buyback Regulations:
Sr. Number Maximum Number of

Name
No. of Equity Shares Held Shares Intended to Tender
1. Tata Sons Private Limited 264,43,17,117 2,96,03,690
2. Tata Investment Corporation Limited 10,14,172 11,358
Total 264,53,31,289 2,96,15,048
9.3 The date, price and other details of the Equity Shares held by the Promoters/Promoter Companies who are intending to
tender their Equity Shares are as follows:
Number of Equity Price Face Value

Date of Transaction Nature of Transaction
Shares (₹ per Share) (₹)
Tata Sons Private Limited
June 16, 2000 Purchase 3,64,40,002 15.51 10
March 30, 2001 Sale 12,13,474 15.50 10
June 30, 2001 Sale 24,00,000 15.51 10
March 28, 2002 Sale 30,526 15.50 10
Sub Total 3,27,96,002
May 5, 2004 Split (from ₹10 to ₹1) 32,79,60,020 1.55 1
May 5, 2004 Bonus 8,19,90,005 0 1
August 24, 2004 Sale 1,44,57,116 827.40 1
September 23, 2004 Sale 83,17,880 827.40 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
August 9, 2006 Bonus 38,92,42,225 0 1
September 27, 2006 to September 29, Sale 5,67,82,251 1,046.97 1
2008
June 18, 2009 Bonus 72,17,02,199 0 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 3, 2018 Bonus 137,61,18,911 0 1
September 25, 2018 Tendered in Buyback Offer 4,97,86,875 2,100.00 1
January 5, 2021 Tendered in Buyback Offer 3,33,25,118 3,000.00 1
March 28, 2022 Tendered in Buyback Offer 2,48,08,712 4,500.00 1
Total 264,43,17,117
Tata Investment Corporation Limited
January 27, 2006 Shares received 87,613 0 1
pursuant to scheme
of amalgamation of
erstwhile Tata Infotech
Limited with the
Company
August 9, 2006 Bonus 87,613 0 1
September 10, 2007 Purchase 90,000 1,064.25 1
December 18, 2007 Purchase 1,00,000 1,015.69 1
June 6, 2006 Sale 1,25,000 981.02 1
June 6, 2008 Sale 25,000 981.46 1
13
Number of Equity Price Face Value
Date of Transaction Nature of Transaction
Shares (₹ per Share) (₹)
September 29, 2008 Purchase 40,000 676.64 1
June 18, 2009 Bonus 2,55,226 0 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 3, 2018 Bonus 5,27,110 0 1
September 25, 2018 Tendered in Buyback Offer 17,951 2,100.00 1
January 5, 2021 Tendered in Buyback Offer 12,584 3,000.00 1
March 28, 2022 Tendered in Buyback Offer 9,513 4,500.00 1
Total 10,14,172
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 Promoters/Promoter Companies after the completion of the Buyback shall
be 72.41% of the post-Buyback total paid-up equity share capital of the Company, and the aggregate public shareholding
of the Company shall be 27.59% of the post-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.
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 ratio of the aggregate of secured and unsecured debts owed by the Company is not and shall not be more than twice
the paid-up share capital and free reserves after the Buyback based on audited condensed standalone interim financial
statements or audited condensed consolidated interim financial statements of the Company as of September 30, 2023,
whichever sets out a lower amount.
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 one year, from the expiry of the Buyback period, except in
discharge of subsisting obligations.
9.10 The Company shall not issue new Equity Shares or other specified securities including by way of a bonus issue till the expiry
of the Buyback Period. The Company shall not make any further issue of the same kind of shares or other securities including
allotment of new shares under Section 62(1)(a) of the Act or other specified securities within a period of 6 (six) months
after the completion of the Buyback except by way of bonus shares or equity shares issued in order to discharge subsisting
obligations such as the conversion of warrants, stock option schemes, sweat equity or debentures into Equity Shares.
9.11 There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures
or interest payment thereon or payment of dividend due to any shareholder, or repayment of any term loans or interest
payable thereon to any financial institution or banking company, in the last three years.
9.12 The Company is not undertaking the Buyback so as to delist its shares from the Stock Exchanges.
9.13 The Promoters/Promoter Companies and their associates shall not deal in the Equity Shares of the Company, including any
inter se transfer of Equity Shares amongst the Promoters/Promoter Companies 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.
9.14 Covenants with lenders are not being breached pursuant to the Buyback.
9.15 The Company has complied with and are in compliance with Regulation 5(viii) of the Buyback Regulations read with
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
14
9.16 Salient financial parameters pursuant to the Buyback based on the the audited condensed standalone and consolidated
condensed interim financial statements of the Company are set out below:
Standalone:
As at and for the period ended

Parameters September 30, 2023
Pre-Buyback Post-Buyback
Net worth (₹ in crore) a 83,926 66,926
Return on net worth b 49.89% 62.56%
Earnings Per Equity Share (₹) c 58.52 59.18
Book Value Per Equity Share (₹) d 229.37 184.98
Price/Earnings ratio e 30.15 29.81
Total debt equity ratio f - -
Notes:
Pre and post Buyback calculations are based on the audited condensed standalone interim financial statements of the Company
as on September 30, 2023. 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 account of transaction costs of buyback. 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, 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 September 30, 2023 is computed as profit after tax for the last 12 months ending
September 30, 2023 divided by closing net worth as on September 30, 2023. 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.
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.
e. Price/Earnings ratio for period ending September 30, 2023 is calculated as closing market price of the Equity Shares on NSE as on
September 30, 2023 divided by annualised Earnings per equity share for the period ending as on September 30, 2023 on pre and
post Buyback basis.
f. Total debt equity ratio is calculated as total debt divided by net worth. Net worth used excludes revaluation reserves and
Consolidated:
As at and for the period ended

Parameters September 30, 2023
Pre-Buyback Post-Buyback
Net worth (₹ in crore) a
1,00,681 83,681
Return on net worth b
44.35% 53.36%
Earnings Per Equity Share (₹) c
61.26 61.96
Book Value Per Equity Share (₹) d 275.16 231.29
Price/Earnings ratio e 28.80 28.48
Total debt equity ratio f
- -
Pre and post Buyback calculations are based on the audited condensed consolidated interim financial statements of the Company
as on September 30, 2023. 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 account of transaction costs of buy-back. Net worth used excludes
a. For the above purpose, “net worth” means the aggregate value of the paid-up share capital and all reserves, as per the audited
consolidated balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation.
15
b. Return on net worth is computed as profit after tax attributable to shareholders of the Company for the relevant period divided
by closing net worth for period. Return on net worth for period ending September 30, 2023 is computed as profit after tax
attributable to shareholders of the Company for the last 12 months ending September 30, 2023 divided by closing net worth as on
September 30, 2023. 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.
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
e. Price/Earnings ratio for period ending September 30, 2023 is calculated as closing market price of the Equity Shares on NSE as on
September 30, 2023 divided by annualised Earnings per equity share for the period ending as on September 30, 2023 on pre and
post Buyback basis.
f. Total debt equity ratio is calculated as total debt divided by net worth. Net worth used excludes revaluation reserves and
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 ₹4,150
(Rupees four thousand one hundred and fifty only) per share. The Buyback 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, impact on net worth,
price earnings ratio, earnings per share (“EPS”) and other financial parameters.
10.2 The Buyback Offer Price represents:
10.2.1 Premium of 20.45% and 20.26% to the volume weighted average market price of the Equity Share on BSE and on
NSE, respectively, during the three months preceding Friday, October 6, 2023, 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 15.63% and 15.62% over the closing price of the Equity Share on BSE and NSE, respectively, as on
Thursday, October 5, 2023, which is a day preceding the Intimation Date.
10.3 The audited financial statements of the Company, for the period and year ended September 30, 2023 and
March 31, 2023 were announced by the Company on October 11, 2023 and April 12, 2023, 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 EPS are based on the audited financials for the period ended September 30, 2023.
10.3.1 The Buyback Offer Price is higher by 1709.30% over the book value per Equity Share as on September 30, 2023
of the Company on standalone basis, which was ₹229.37 per Equity Share. Book value used excludes revaluation
10.3.2 The basic EPS of the Company prior to the Buyback for the period/year ended September 30, 2023 was
₹58.52 per Equity Share on standalone basis. Assuming full acceptance under the Buyback, the EPS of the Company
for the period ended September 30, 2023 will be ₹59.18 per Equity Share post the Buyback, on standalone basis.
The post Buyback numbers are calculated by reducing the net worth at the end of respective period by the
proposed Buyback amount (assuming full acceptance) without factoring in any impact on account of transaction
costs of buyback.
10.3.3 The return on net worth of the Company on standalone basis was 49.89% as on September 30, 2023, which will
increase to 62.56% 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 account of transaction costs of buyback. Return on net worth for the period ended
September 30, 2023 is computed as profit after tax for the last 12 months ending September 30, 2023 divided
by closing net worth as at September 30, 2023. 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
based on both audited condensed standalone interim financial statements and audited condensed consolidated interim
financial statements of the Company.
16
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
4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five) Equity Shares at a price of ₹4,150
(Rupees four thousand one hundred and fifty only) per Equity Share would not exceed ₹17,000 crore (Rupees seventeen
thousand crore only) excluding transaction costs, applicable taxes, other incidental and related expense.
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.
11.4 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 9(xi) of the Buyback Regulations, an Escrow Agreement has been entered into amongst the
Company, the Manager and the Escrow Agent. Additionally, pursuant to Regulation 9(xi)(c)(iiia) of Buyback Regulations, the
Company, the Manager to the Buyback and HDFC Bank Limited have entered into a Securities Deposit Agreement.
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 2023 ESCROW ACCOUNT” bearing account number 24534006 with the
Escrow Agent, namely, Citibank, N.A. having its registered office at 9th Floor, First International Financial Centre (FIFC),
Plot Nos. C-54 & C-55, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 098. Pursuant to the Securities Deposit
Agreement, the Company has deposited government securities in favour of the Manager.
12.3 In accordance with the Regulation 9(xi) of the Buyback Regulations, Company has deposited government securities with
appropriate margin, amounting to ₹1,921 crore, in favour of the Manager to the Buyback on November 16, 2023.
12.4 Accordingly, Company has deposited a sum of ₹425 crore (Rupees four hundred and twenty five crore only) in the Escrow
Account, being 2.5% of the of the Buyback Size.
12.5 In accordance with the Buyback Regulations, the Manager to the Buyback are empowered to operate such escrow account,
and realise the value of such securities by sale or otherwise and if there is any deficit on realisation of the value of the
securities, the Manager shall be liable to make good any such deficit.
12.6 B S R & Co. LLP (Partner’s Name: Amit Somani; Membership Number: 060154; Firm Registration Number
101248W/W-100022), Chartered Accountants, having its office at 14th Floor, Central B Wing and North C Wing,
Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400 063 (Tel: +91 22 6257 1000;
Fax: +91 22 6257 1010), has certified vide its certificate dated November 16, 2023 that the Company has adequate funds
for the purposes of the Buyback of 4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five)
Equity Shares at ₹4,150 (Rupees four thousand one hundred and fifty only) each.
12.7 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

Particulars
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
365,90,51,373 Equity Shares 365,90,51,373
17
13.2 Details of buyback programmes undertaken by the Company in the last 3 (three) years are given below:
Sr. Equity Shares Bought

Opening Date Closing Date Method of Buyback
No. Back
1. December 18, 2020 January 1, 2021 Tender Offer 5,33,33,333
2. March 9, 2022 March 23, 2022 Tender Offer 4,00,00,000
The Company undertook the previous buyback in 2022, for which the date of expiry of the buyback period, i.e. the date
of payment of consideration to the shareholders, was March 28, 2022. Accordingly, the Company is in compliance with
Section 68(2)(g) of the Companies Act, 2013 and Regulation 4(vii) of the Buyback Regulations for the Buyback.
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 expiry of the Buyback period in accordance with Regulation 24(i)(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

Particulars
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
361,80,87,518 Equity Shares* 361,80,87,518
*Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement.
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 date of the Record date; and (ii) after the completion of
the Buyback is set out below:
Pre-Buyback Post-Buyback#
Category Number of Equity Number of Equity
% of Shareholding % of Shareholding
Shares Shares
Promoters/ Promoter 264,53,86,073 72.30 261,99,58,628 72.41
Companies
Foreign Investors (including 45,66,24,545 12.48 99,81,28,890 27.59
Non Resident Indians/FPIs/
Foreign Nationals/OCBs)
Financial Institutions/Banks/ 34,71,14,593 9.49
NBFCs and Mutual Funds/
Insurance Companies
Others (Public, Bodies 20,99,26,162 5.74
Corporate, Clearing Members,
Trust, and HUF)
Total 365,90,51,373 100.00 361,80,87,518 100.00
Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement.
#
18
13.8 The aggregate shareholding of (i) the Promoters/Promoter Companies; and (ii) Directors of the Promoters/Promoter
Companies of the Company as on date of the Public Announcement, i.e. November 16, 2023:
13.8.1 Aggregate shareholding of the Promoters/Promoter Companies as on November 16, 2023:
Sr. Number of Equity

Name % Shareholding
No. Shares Held
1 Tata Sons Private Limited 264,43,17,117 72.27
2 Tata Investment Corporation Limited 10,14,172 0.03
3 Tata Steel Limited 46,798 0.00
4 Tata Industries Limited 7,220 0.00
5 The Tata Power Company Limited 766 0.00
Total 264,53,86,073 72.30
In addition to the above, other Promoter Companies i.e. Tata Capital Limited, Tata International Limited, Jamsetji Tata Trust
and Navajbai Ratan Tata Trust, do not hold any Equity Shares of the Company as on November 16, 2023.
13.8.2 Aggregate shareholding of the Directors and Trustees of Promoters/Promoter Companies as on November 16, 2023:
Number of Equity
Sr. Name of the Director Name of the Promoter %
Shares held in the
No. or Trustee Company Shareholding
Company
1. Mr. N. Chandrasekaran • Tata Sons Private Limited 1,77,056 0.00
• Tata Steel Limited
• The Tata Power Company Limited
2. Mr. Harish Manwani* Tata Sons Private Limited 4,000 0.00
3. Mr. Bhaskar Bhat Tata Sons Private Limited 160 0.00
4. Mr. Noel N. Tata* • Tata Investment Corporation 21,32,565 0.06

Limited
• Tata International Limited
5. Mr. Farokh N. Subedar* • Tata Investment Corporation 10,085 0.00
Limited
• Tata Industries Limited
• Tata Capital Limited
6. Mr. Amit N. Dalal* Tata Investment Corporation Limited 4,094 0.00
7. Mr. Abhijit Sen Tata Investment Corporation Limited 1,077 0.00
8. Mr. Venkatadri Tata Investment Corporation Limited 325 0.00

Chandrasekaran*
9. Mr. Rajiv Dube • Tata Investment Corporation 16 0.00
Limited
• Tata International Limited
10. Mr. Narendran T.V.* Tata Steel Limited 272 0.00
11. Ms. Aarthi Subramanian • Tata Industries Limited 5,600 0.00

• Tata Capital Limited
12. Ms. Anjali Bansal The Tata Power Company Limited 333 0.00
19
Number of Equity
Sr. Name of the Director Name of the Promoter %
Shares held in the
No. or Trustee Company Shareholding
Company
13. Mr. Rajiv Sabharwal Tata Capital Limited 1,200 0.00
14. Ms. Varsha Purandare Tata Capital Limited 222 0.00
15. Mr. Anand Sen* Tata International Limited 364 0.00
16. Ms. S. S. Kudtarkar* Tata International Limited 76 0.00
17. Mr. Ratan N. Tata • Jamsetji Tata Trust 23,56,014 0.06

• Navajbai Ratan Tata Trust
18. Mr. Jehangir N. Mistry* Navajbai Ratan Tata Trust 1,724 0.00
*includes shares held jointly with relative

13.9 Aggregate Equity Shares purchased or sold by (i) Promoters/Promoter Companies; and (ii) Directors of the Promoters/
Promoter Companies of the Company during a period of 12 (twelve) months preceding the date of the Public Announcement
i.e. November 16, 2023.
13.9.1 Aggregate of Equity Shares purchased or sold by the Promoters/Promoter Companies: NIL
13.9.2 Aggregate Equity Shares purchased or sold by the Directors of the Promoter/Promoter Companies:
Aggregate
Maximum Minimum
number Date of Date of
Name of the Nature of price per price per
Name of shares maximum minimum
Promoter Company transaction share share
purchased/ price price
(₹) (₹)
sold
Mr. Abhijit Sen Tata Investment 60 Purchase 3,500.00 July 18, 2023 3,181.00 April 27, 2023
Corporation Limited 60 Sale 3,425.25 September 5, 3,425.25 September 5,
2023 2023
Mr. Noel N. • Tata Investment 10,000 Sale 3,124.26 April 21, 2023 3,124.26 April 21, 2023
Tata* Corporation 85,616 Sale 3,465.73 August 8, 3,372.72 August 18, 2023
Limited 2023
• Tata International
Limited
Mr. Jehangir N. Navajbai Ratan Tata 20 Purchase 3,500.70 September 3,500.70 September 11,
Mistry* Trust 11, 2023 2023
20 Purchase 3,345.00 October 30, 3,345.00 October 30,
2023 2023
Mr. Anand Sen Tata International 56 Purchase 3,679.00 October 9, 3,225.85 June 14, 2023
Limited 2023
Mr. Deepak Tata Steel Limited 791 Sale 3,518.02 October 17, 3,518.02 October 17,
Kapoor 2023 2023
*includes shares held jointly with relative
14 BRIEF INFORMATION OF THE COMPANY
14.1 In 1968, Tata Consultancy Services (“TCS Division”), was established as an unincorporated division of Tata Sons Private
Limited 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 BSE
(Code: 532540) and NSE (Code: TCS) on August 25, 2004.
20
14.2 The Promoters/Promoter Companies currently hold 72.30% of the total Equity Share capital of the Company.
The Company is an information technology (IT) services, consulting and business solutions organization that offers a
consulting-led, cognitive powered, integrated portfolio of IT, Business & Technology Services, 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, Maharshtra,
India.
14.4 Performance of the Company on a standalone basis in brief:
a) For the Financial year ended March 31, 2023, the Company’s reported revenue of ₹1,90,354 crore was higher by
18.72% against ₹1,60,341 crore for the financial year ended March 31, 2022.
b) Further, the net profit of ₹39,106 crore was higher by 2.41% for the year ended March 31, 2023 over the previous year
net profit of ₹38,187 crore.
14.5 The current authorised share capital of the Company is ₹565,07,50,000 (Rupees five hundred and sixty five crore, seven
lakh and fifty thousand only) consisting of 365,90,51,373 (Three hundred and sixty five crore and ninety lakh fifty one
thousand and three hundred and seventy three only) Equity Shares of face value of ₹1 (Rupee one) 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 ₹365,90,51,373 (Rupees three hundred and sixty five crore ninety lakh fifty one
thousand three hundred and seventy three only) represented by 365,90,51,373 (Three hundred and sixty five crore ninety
lakh fifty one thousand three hundred and seventy three) Equity Shares of ₹1 (Rupee one) each.
14.6 The history of the Equity Share capital of the Company is set out below:
Cumulative
Face Cumulative
Number of Equity Issue Nature of Paid-Up Equity
Date of Allotment Value Number of
Shares Price (₹) Consideration Share Capital
(₹) Equity Shares
(₹)
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 5, 2004 36,44,00,020(c) 1 NA Stock Split 36,44,00,020 36,44,00,020
May 5, 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
March 7, 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
October 5, 2015 1,16,99,962 (k)
1 - Other than cash 197,04,27,941 197,04,27,941
June 7, 2017 5,61,40,350 (l)
1 2,850 Buyback 191,42,87,591 191,42,87,591
June 3, 2018 191,42,87,591 (m)
1 Nil Bonus 382,85,75,182 382,85,75,182
September 26, 2018 7,61,90,476 (n)
1 2,100 Buyback 375,23,84,706 375,23,84,706
January 6, 2021 5,33,33,333(o) 1 3,000 Buyback 369,90,51,373 369,90,51,373
March 28, 2022 4,00,00,000(p) 1 4,500 Buyback 365,90,51,373 365,90,51,373
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 2,27,75,000 Equity Shares of ₹1 each at a premium of ₹849 per share resulting in additional paid up capital of ₹2,27,75,000
and a share premium of ₹1933,59,75,000 issued under the IPO on August 19, 2004.
21
f 18,27,400 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, respectively.
g 91,90,440 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 Act, read with Rule 22 of the Management Rules, 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
191,42,87,591 Equity Shares of ₹1 each as fully paid Bonus Shares in the ratio of 1:1 on June 3, 2018.
n The Company has bought back 7,61,90,476 Equity Shares at a price of ₹2,100 per Equity Share, pursuant to the Buyback
was completed on September 26, 2018. The buy-back has been duly authorized by a resolution of the Board of Directors
dated June 15, 2018 and by the shareholders by a special resolution passed through postal ballot in accordance with the
August 4, 2018.
o The Company has bought back 5,33,33,333 Equity Shares at a price of ₹3,000 per Equity Share, pursuant to the Buyback
was completed on January 6, 2021. The buy-back has been duly authorized by a resolution of the Board of Directors dated
October 7, 2020 and by the shareholders by a special resolution passed through postal ballot in accordance with the
November 18, 2020.
p The Company has bought back 4,00,00,000 Equity Shares at a price of ₹4,500 per Equity Share, pursuant to the Buyback
Regulations and subsequent amendments thereof. The extinguishment of the Equity Shares accepted under the buyback
was completed on March 29, 2022. The buyback has been duly authorized by a resolution of the Board of Directors dated
January 12, 2022 and by the shareholders by a special resolution passed through postal ballot in accordance with the
February 12, 2022.
22
14.7 The details regarding the Board of Directors as on the date of the Public Announcement i.e. November 16, 2023:
Date of
Sr. Name, Age and Appointment/ Directorships in other Companies, Bodies
Qualifications Designation
No. Occupation Re- Corporate and other Bodies
appointment
1. Mr. N. Chandrasekaran Bachelor’s February 21, Non- • Tata Sons Private Limited
Age: 60 years Degree in 2017 Executive • TCS Foundation (Section 8 Company)
Occupation: Executive Applied Chairman • Tata Steel Limited
Chairman, Tata Sons Sciences,
• Tata Motors Limited
Private Limited Master’s
Degree in • The Indian Hotels Company Limited
DIN: 00121863 • The Tata Power Company Limited
Computer
Applications • Tata Consumer Products Limited
• Jaguar Land Rover Automotive Plc
• Tata Limited
• Tata Chemicals Limited
• Tata Digital Private Limited
• Air India Limited
• The Society and Board of Governors of the
Indian Institute of Management, Lucknow
• International Advisory Board of Singapore
Economic Development Board, Singapore
• Court of Indian Institute of Science,
Bangalore
• International Advisory Council of The
Bocconi University, Milan
• The Board of Governors of The New York
Academy of Sciences
• International Advisory Committee of
Mitsubishi Corporation India Private
Limited
• Global Navigation Board, The University of
Tokyo
2. Mr. Kunchitham Bachelor’s June 1, 2023 Chief • TCS Iberoamerica S.A.
Krithivasan Degree in Executive • TCS Solution Center SA
Age: 59 years Mechanical Officer and • Tata Consultancy Services De Mexico, S.A.
Occupation: Company Engineering, Managing De C.V.
Executive Master’s Director
• TCS Uruguay S.A.
Degree in
DIN: 10106739 • Tata Consultancy Services Chile S.A.
Industrial and
Management • Tatasolution Center S.A.
Engineering • Tata Consultancy Services Ireland Limited
• TCS Technology Solutions GmbH
• Tata Consultancy Services Japan, Ltd.
23
Date of
appointment
3. Mr. N. Ganapathy Master’s in February 21, Chief • Tata Elxsi Limited
Subramaniam Mathematics, 2022 Operating • Tata Communications Limited
Age: 64 years University of Officer and • TCS Foundation (Section 8 Company)
Occupation: Company Madras Executive
• TCS Financial Solutions Australia Pty
Executive Director
Limited
DIN: 07006215 • TCS FNS Pty Limited
• TCS Financial Solutions (Beijing) Co., Ltd.
• Diligenta Limited
• Tata Consultancy Services Asia Pacific Pte.
Ltd.
• Tata Consultancy Services (China) Co., Ltd.
• Tata Consultancy Services Netherlands B.V.
• Tejas Networks Limited
• Tata Communications International Pte.
Limited
• Telecom Equipment and Services Export
Promotion Council (TEPC)
• TN State Advisory Council for Future IT
• Program Coordination Group (PCG) of
3GPP
• Telecommunications Standards
Development Society of India
• 6G Apex Council – Bharat 6G Mission
Department of Telecommunication,
Ministry of Communication, Government
of India
• Bharat6G Alliance (B6GA) - industry body
formed under the guidance of Department
of Telecommunication, Government of
India
4. Ms. Aarthi B. Tech in August 17, 2017 Non- • Tata AIA Life Insurance Company Limited
Subramanian Computer Executive • Tata Capital Limited
Age: 56 years Science, Director • Tata Industries Limited
Occupation: Group Master’s degree
• Tata Digital Private Limited
Chief Digital Officer, in Engineering
Management • Tata Payments Limited
Tata Sons Private
• Tata Business Hub Limited
Limited
• Infiniti Retail Limited
DIN: 07121802
• Tata Unistore Limited
• Tata Neu Private Limited
• Supermarket Grocery Supplies Private
Limited
5. Mr. O. P. Bhatt Graduate June 27, 2019 Independent • Hindustan Unilever Limited
Age: 72 years Degree in Director • Tata Motors Limited
Occupation: Company Science, Post • Greenko Energy Holdings, Mauritius
Director Graduate
• Aadhar Housing Finance Limited
Degree
DIN: 00548091 • Tata Daewoo Commercial Vehicle Limited
in English
Literature • Global Advisory Board of Amundi
24
Date of
appointment
6. Dr Pradeep Kumar B. Tech in January 11, 2023 Independent • Biometricore Inc
Khosla Electrical Director • Reliance Foundation Institution of
Age: 66 years Engineering, Education and Research (Section 8
Occupation: Professor Master’s Company)
Degree • Internet2 LLC
DIN: 03611983 and PhD in
• Board of Governors (BoG)
Electrical and
Computer • Academy of Scientific & Innovative
Engineering Research (AcSIR)
• Karkinos Healthcare Private Limited
7. Ms. Hanne Birgitte Master’s December 18, Independent • Tata Motors Limited
Breinbjerg Sorensen Degree in 2018 Director • Holcim Limited
Age: 58 years Economics and • Ferrovial S.A.
Occupation: Company Management
• Jaguar Land Rover Automotive Plc
Director • Jaguar Landrover Limited
DIN: 08035439
8. Mr. Keki M. Mistry Bachelor’s December 18, Independent • HDFC Bank Limited
Age: 69 years Degree in 2018 Director • HDFC Life Insurance Company Limited
Occupation: Company Commerce • HDFC ERGO General Insurance Company
Director and a Fellow Limited
Member of
DIN: 00008886 • HDFC Capital Advisors Limited
the Institute
of Chartered • The Great Eastern Shipping Company
Accountants of Limited
India • Torrent Power Limited
• Flipkart Private Limited, Singapore
9. Mr. Daniel Hughes Bachelor’s January 10, 2019 Independent • Accedian
Callahan Degree in Arts Director • WEX, Inc.
Age: 67 years • Kore.ai
Occupation: Company • Business Committee of Metropolitan
Director Museum of Art
DIN: 08326836 • Foreign Policy Association
• Columbia University Teachers College
• The Contentment Foundation
• Scotia Bank
• NYU Stern - Andre Koo Tech MBA Advisory
Board
• Solace Parent Inc.
• Callahan Advisors LLC
• Bridge Growth Partners LLP
10. Mr. Al-Noor Ramji BSc in October 12, 2023 Independent • Tata Motors Limited
Age: 69 years Electronics Director • Nation Media Group, Kenya
Occupation: Company and Chartered • Innoveo AG
Director Financial
• Zafin
Analyst
DIN: 00230865 • Jaguar Land Rover Automotive PLC
• Sygnum Bank AG
• Argo Global Ltd.
• Kestrel Partners LLP, UK
• PMB Capital Limited
25
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.
November 16, 2023:
Appointment/
Re-appointment/
Name of the Director Effective Date Reasons
Resignation/
Cessation
Mr. Rajesh Gopinathan Re-appointment February 21, 2022 Re-appointed as Chief Executive Officer
and Managing Director
Mr. N. Ganapathy Subramaniam Re-appointment February 21, 2022 Re-appointed as Chief Operating
Officer and Executive Director
Dr Pradeep Kumar Khosla Re-appointment January 11, 2023 Re-appointed as Independent Director
Mr. Rajesh Gopinathan Resignation June 1, 2023 Resigned to pursue other interests
Mr. Kunchitham Krithivasan Appointment June 1, 2023 Appointed as Chief Executive Officer
and Managing Director
Mr. Al-Noor Ramji Appointment October 12, 2023 Appointed as Independent Director
14.9 The Buyback will not result in any benefit to any Director of the Company, Promoters/Promoter Companies except
to the extent of the intention of the Directors and Promoters/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.
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 and consolidated
financial statements of the Company for the period ended Septemeber 30, 2023 and last 3 (three) financial years ended
March 31, 2023, March 31, 2022 and March 31, 2021 are set out below:
Standalone
(₹ in Crore)
Period Financial Year

Particulars April 1, 2023 to April 1, 2022 to April 1, 2021 to April 1, 2020 to
September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Total income 1,03,685 1,95,682 1,67,827 1,41,363
Total expenses 73,089 1,39,357 1,14,096 96,871*
(excluding finance costs
and depreciation and
amortisation expense)
Finance costs 272 695 486 537
Depreciation and 1,948 3,940 3,522 3,053
amortisation expense
Profit before tax 28,376 51,690 49,723 40,902
Tax expense 6,963 12,584 11,536 9,942
Profit after tax 21,413 39,106 38,187 30,960
Share capital 366 366 366 370
Other equity a 83,560 74,172 76,807 74,424
Net worth a 83,926 74,538 77,173 74,794
Debt b - - - -
Total debt c - - - -
*includes provision towards legal claim
a. Excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
b. Debt comprises of long-term borrowings and current maturities of finance lease, but excludes short term borrowings.
c. Total Debt comprises of long-term borrowings, short term borrowings and current maturities of finance lease.
26
The financial ratios of the Company as extracted from the audited standalone financial statements of the Company
for the period ended September 30, 2023 and last 3 (three) financial years ended March 31, 2023, March 31, 2022 and
March 31, 2021 are set out below:

Earnings per share (₹) a 58.52 106.88 103.24 82.78
Book Value (₹ per Equity 229.37 203.71 210.91 202.20
Share) b
Return on net worth c 49.89% 52.46% 49.48% 41.39%
Debt equity ratio d - - - -
Total debt/net worth d - - - -
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.
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.
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 September 30, 2023 is computed as profit after tax for the last
12 months ending September 30, 2023 divided by closing net worth as on September 30, 2023. Net worth excludes
d. Debt and Total Debt comprises of long-term borrowings, short term borrowings and current maturities of finance lease.
Equity and net worth excludes revaluation reserves and miscellaneous expenditure to the extent not written off.
Consolidated (₹ in Crore)

Total income 1,21,476 2,28,907 1,95,772 1,67,311
Total expenses 88,329 1,66,199 1,38,697 1,18,649*
(excluding finance costs
and depreciation and
amortisation expense)
Finance costs 322 779 784 637
Depreciation and 2,506 5,022 4,604 4,065
amortisation expense
Profit before tax (before 30,319 56,907 51,687 43,760
share of non-controlling
interests)
Profits attributable to 7,819 14,604 13,238 11,198
non-controlling interests
Profit after tax 22,500 42,303 38,449 32,562
Tax expense 84 156 122 132
Profit after tax 22,416 42,147 38,327 32,430
Share capital 366 366 366 370
Other equity a
1,00,315 90,058 88,773 86,063
Net worth a 1,00,681 90,424 89,139 86,433
Debt b - - - -
Total debt c
- - - -
*includes provision towards legal claim
a. Excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
27
b. Debt comprises of long-term borrowings and current maturities of finance lease, but excludes short term borrowings.
c. Total Debt comprises of long-term borrowings, short term borrowings and current maturities of finance lease.
The financial ratios of the Company as extracted from the audited consolidated financial statements of the Company
for the period ended September 30, 2023 and last 3 (three) financial years ended March 31, 2023, March 31, 2022 and
March 31, 2021 are set out below:

Earnings per share (₹) a 61.26 115.19 103.62 86.71
Book Value (₹ per Equity 275.16 247.12 243.61 233.66
Share) b
Return on net worth c 44.35% 46.61% 43.00% 37.52%
Debt equity ratio d
- - - -
Total debt/net worth d - - - -
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.
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.
c. Return on net worth is computed as profit after tax attributable to shareholders of the Company for the period divided by
closing net worth for the relevant period. Return on net worth for period ending September 30, 2023 is computed as profit
after tax attributable to shareholders of the Company for the last 12 months ending September 30, 2023 divided by closing
net worth as on September 30, 2023. Net worth excludes revaluation reserves and miscellaneous expenditure to the extent
not written off.
d. Debt and Total Debt comprises of long-term borrowings, short term borrowings and current maturities of finance lease.
Equity and net worth excludes revaluation reserves and miscellaneous expenditure to the extent not written off.
15.3 The Company confirms that it will comply with the provisions of the Takeover Regulations, if applicable.
15.4 The Company confirms that it has complied with the provisions of Sections 68, 69, 70 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, 2022 to 3,814.80 April 05, 23,14,947 2,982.05 September 26,52,374 3,301.66 50,89,29,463
March 31, 2023 2022 23, 2022
April 1, 2021 to 4,019.15 January 34,42,604 3,035.65 April 30, 30,72,305 3,505.88 64,46,43,587
March 31, 2022 17, 2022 2021
March 31, 2021 20, 2021 2020
Source: www.nseindia.com
Note: High, Low and Average price for the period are based on closing prices
28
BSE:
High Low
Total No.
Period High Date of Equity Date of Equity
Low (₹) (₹) Shares
(₹) High Shares Low Shares Traded
Traded Traded
April 1, 2022 to 3,814.05 April 5, 1,27,222 2,982.80 September 1,45,153 3,301.60 3,40,39,205
March 31, 2023 2022 23, 2022
April 1, 2021 to 4,019.10 January 2,95,249 3,037.00 May 3, 1,10,455 3,505.78 3,58,30,017
March 31, 2022 17, 2022 2021
March 31, 2021 20, 2021 2020
Source: www.bseindia.com
Note: High, Low and Average price for the period are based on closing prices
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 Low Date of Equity
High (₹) (₹) Shares
High Shares (₹) Low Shares Traded
Traded Traded
November 1, 3,497.85 November 39,51,984 3,330.65 November 15,63,475 3,370.48 1,81,62,383
2023 to 16, 2023 1, 2023
November 16,
2023
October 1, 2023 3,638.35 October 9, 42,33,074 3,336.75 October 26, 19,84,471 3,497.84 3,98,18,106
to October 31, 2023 2023
2023
September 1, 3,606.15 September 13,95,753 3,379.20 September 12,77,950 3,528.02 3,84,42,941
2023 to 18, 2023 1, 2023
September 30,
2023
August 1, 2023 to 3,484.05 August 7, 18,53,889 3,356.80 August 31, 34,17,652 3,418.45 3,59,20,566
August 31, 2023 2023 2023
July 1, 2023 to 3,514.65 July 14, 63,06,101 3,259.90 July 12, 15,15,240 3,374.23 4,76,58,115
July 31, 2023 2023 2023
June 1, 2023 to 3,324.00 June 1, 2023 11,77,314 3,174.90 June 16, 41,56,189 3,240.96 3,83,61,975
June 30, 2023 2023
May 1, 2023 to 3,328.90 May 26, 17,91,115 3,179.90 May 3, 2023 24,68,285 3,264.54 3,66,16,015
May 31, 2023 2023
Source: www.nseindia.com
Note: High, Low price and Average Price for the period are based on closing prices
29
BSE:
High Low
Total No.
Period Date of Equity Date of Equity
High (₹) Low (₹) (₹) Shares
High Shares Low Shares Traded
Traded Traded
November 1, 3,498.00 November 1,69,895 3,331.70 November 32,989 3,370.65 9,28,883
2023 to 16, 2023 13, 2023
November 16,
2023
October 1, 2023 3,637.25 October 9, 1,36,192 3,337.75 October 1,55,481 3,497.58 33,52,847
to October 31, 2023 26, 2023
2023
September 1, 3,606.55 September 32,742 3,379.20 September 47,394 3,527.62 16,32,903
2023 to 20, 2023 1, 2023
September 30,
2023
August 1, 2023 3,483.75 August 7, 48,564 3,357.05 August 31, 25,911 3,418.81 22,22,209
to August 31, 2023 2023
2023
July 1, 2023 to 3,512.00 July 14, 3,92,060 3,260.20 July 12, 31,535 3,373.95 17,30,994
July 31, 2023 2023 2023
June 1, 2023 to 3,323.30 June 1, 62,779 3,175.25 June 16, 1,51,310 3,240.98 19,84,292
June 30, 2023 2023 2023
May 1, 2023 to 3,329.00 May 26, 66,787 3,180.30 May 3, 53,799 3,264.11 8,71,528
May 31, 2023 2023 2023
Source: www.bseindia.com
Note: High, Low price and Average Price for the period are based on closing prices.
16.4 Notice of the Board Meeting convened to consider the proposal of the Buyback was given to the NSE and BSE on
October 6, 2023. The Board, at its meeting held on October 11, 2023, approved the proposal for the Buyback at a price of
₹4,150 (Rupees four thousand one hundred and fifty 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 October 6, 2023 3,621.40 3,620.20
convened to consider the
proposal of the Buyback
1 Trading Day Post-Notice of October 9, 2023 3,638.35 3,637.25
Board Meeting
1 Trading Day Prior to Board October 10, 2023 3,628.90 3,629.20
Meeting
Board Meeting Date October 11, 2023 3,609.90 3,610.20
1 Trading Day Post-Board October 12, 2023 3,542.55 3,542.25

Meeting
Shareholders’ resolution November 15, 2023 3,404.30 3,399.30
approving the Buyback
Date of the Public November 16, 2023 3,497.85 3,498.00
Announcement
Date of publication of the November 17, 2023 3,502.45 3,502.65
Public Announcement
The trading day immediately November 20, 2023 3,519.60 3,519.30
following the publication of
the Public Announcement
30
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 Equity Shares from Non-Resident Shareholders will be subject to approvals, if any, of the appropriate
authorities, including 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 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, each Eligible Shareholder (including each Non-Resident Shareholder) undertakes
to complete all relevant regulatory/statutory filings and compliances to be made by it under applicable law, including filing
of Form FC-TRS. Further, by agreeing to participate in the Buyback, each Eligible Shareholder hereby (a) authorises the
Company to take all necessary action, solely to the extent required, and if necessary, to be undertaken by the Company, for
making any regulatory/statutory filings and compliances on behalf of such Shareholder; and (b) undertakes to provide the
requisite assistance to the Company for making any such regulatory/statutory filings and compliances.
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.
17.6 The Buyback from the Eligible Shareholders who are residents outside India including foreign corporate bodies, foreign
portfolio investors, non-resident Indians, members of foreign nationality, if any, shall be subject to the FEMA and rules and
regulations framed thereunder, if any, Income Tax Act and rules and regulations framed thereunder, as applicable, and also
subject to the receipt/provision by such Eligible Shareholders of such approvals, if and to the extent necessary or required
from concerned authorities including, but not limited to, approvals from the RBI under the FEMA and rules and regulations
framed thereunder, if any.
17.7 The reporting requirements for non-resident shareholders under RBI, FEMA, as amended and any other rules, regulations,
guidelines, for remittance of funds, shall be made by the Eligible Shareholders and/or the Shareholder Broker through
which the Eligible Shareholder places the bid.
17.8 In case of non-receipt of the completed tender form and other documents, but receipt of Equity Shares in the accounts
of the Clearing Corporation and a valid bid in the exchange bidding system, the bid by such Eligible Shareholder shall be
deemed to have been accepted.
17.9 The Company is not required to obtain any prior approvals from the lenders of the Company, pursuant to Regulation 5(i)(c)
read with Schedule I (xii) of the SEBI Buyback Regulations.
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 2023”, to the Registrar to the Buyback at its office set out
below, so that the same are received not later than the Buyback Closing Date i.e. Thursday, December 7, 2023 by 5 p.m. (IST).
Link Intime India Private Limited
C-101, 247 Park,
L.B.S. Marg
Vikhroli (West)
Mumbai 400 083, Maharashtra, India.
Tel: 8108114949
Fax: +91 22 4918 6195
Contact Person: Mr. Ajit Patankar
E-mail: tcs.buyback2023@linkintime.co.in
Investor Grievance E-mail: tcs.buyback2023@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration Number: INR000004058
CIN: U67190MH1999PTC118368
Days and Time of contact: In case of any clarification or to address investor grievance, Eligible Shareholders may contact on
all working days during 9:30 a.m. (IST) to 5:30 p.m. (IST).
31
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 4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred
and fifty five) Equity Shares aggregating up to 1.12 % of the fully paid-up equity share capital of the Company as on
September 30, 2023 at a price of ₹4,150 (Rupees four thousand one hundred and fifty only) per Equity Share payable in cash
for an aggregate consideration not exceeding ₹17,000 crore (Rupees seventeen thousand crore only) constituting 24.45%
and 20.48% of the aggregate fully paid-up equity share capital and free reserves as per audited condensed standalone
interim financial statements and audited condensed consolidated interim financial statements of the Company as on
September 30, 2023, respectively (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 route through Stock Exchange mechanism, in accordance with 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, LODR Regulations, to the extent applicable and Buyback Regulations. The Equity Shareholders
approved the Buyback by way of a special resolution through postal ballot, the results of which were announced on
November 15, 2023.
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 264,53,86,073 Equity
Shares which represents 72.30% 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, certain
Promoters/Promoter Companies have expressed their intention to participate in the Buyback, and may tender in aggregate
up to 2,96,15,048 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 Promoters/Promoter Companies after the completion of the Buyback will
be 72.41% 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 72.10% 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 November 25, 2023 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 of shares 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 ₹3,457.10 per Equity Share. Accordingly, all Eligible
Shareholders holding not more than 57 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 22,48,078 Small Shareholders of the Company with an aggregate
shareholding of 3,65,91,608 Equity Shares as on the Record Date, which constitutes 1.00% of the total paid-up equity share
capital of the Company and 89.33% of the maximum number of Equity Shares which are proposed to be bought back as
part of this Buyback. 362,24,04,981 Equity Shares were held by the other Eligible Shareholders in the General Category
as on the Record Date and 54,784 Equity Shares are held by members of the Promoters/Promoter Companies who have
expressed their intention to not participate in the 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 4,09,63,855
(Four crore nine lakh sixty three thousand eight hundred and fifty five) Equity Shares which is 61,44,579
(Sixty one lakh forty four thousand five hundred and seventy nine) Equity Shares; or
19.9.2 The number of Equity Shares entitled as per their shareholding as on the Record Date [i.e. (3,65,91,608/365,89,96,589) x
4,09,63,855] which is 4,09,657 Equity Shares.
19.10 All outstanding Equity Shares, other than the 54,784 Equity Shares held by Promoters/Promoter Companies who have
expressed their intention to not participate in the Buyback, have been taken into account for computing the Buyback
Entitlement.
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19.11 Based on the above analysis and in accordance with Regulation 6 of the Buyback Regulations, 61,44,579 Equity Shares have
been reserved for the Small Shareholders (“Reserved Portion”) and accordingly, the General Category for all other Eligible
Shareholders shall consist of 3,48,19,276 Equity Shares (“General Portion”).
19.12 Based on the above Buyback Entitlements, the ratio of Buyback for both categories is set out below:
Ratio of Buyback
Category of Eligible Shareholder
(i.e. Buyback Entitlement)
Reserved category for Small Shareholders 1 Equity Share for every 6 Equity Shares held on the Record Date
General category for all other Eligible Shareholders 2 Equity Shares for every 209 Equity Shares held on the Record Date
The ratio of Buyback indicated above is approximate and provides an indication of the Buyback Entitlement. Any computation
of entitled Equity Shares using the above ratio of Buyback may provide a slightly different number due to rounding-off.
The actual Buyback Entitlement for reserved category for Small Shareholders is 16.792317517175% and for general category
shareholders is 0.961219857598%.
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 5 or less Equity Shares as on Record
Date is being sent 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.
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.
19.15.3 After the Acceptance as described in Paragraph 19.15.2 above, in case there are any Equity Shares left to be
bought 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 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.
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19.18.2 After the Acceptance as described in Paragraph 19.18.1 above, in case there are any Equity Shares left to be bought
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 this 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 this 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 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.
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19.28 Clubbing of Entitlement
In accordance with Regulation 9(ix) of the Buyback Regulations, in order to ensure that the same shareholders with multiple
demat accounts/folios do not receive a higher entitlement under the Small Shareholder category, the Company will club
together the Equity Shares held by such shareholders with a common PAN for determining the category (Small Shareholder
or General) and entitlement under the Buyback. In case of joint shareholding, the Company will club together the Equity
Shares held in cases where the sequence of the PANs of the joint shareholders is identical and where the PANs of all joint
shareholders are not available, the Company will check the sequence of the names of the joint holders and club together
the Equity Shares held in such cases where the name of joint shareholders are identical. In case of physical shareholders,
where the sequence of PANs is identical, the Company will club together the Equity Shares held in such cases. Similarly, in
case of physical shareholders where PAN is not available, the Company will check the sequence of names of the joint holders
and club together the Equity Shares held in such cases where the sequence of name of joint shareholders is identical.
The shareholding of institutional investors like mutual funds, pension funds, trusts, insurance companies etc., with
common PAN will not be clubbed together for determining the category and will be considered separately, where these
Equity Shares are held for different schemes and have a different demat account nomenclature based on information
prepared by the Registrar as per the shareholder records received from the Depositories.
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 route through Stock Exchange mechanism, 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 e-mailed to Eligible Shareholders. The Letter of Offer, shall be
sent through electronic means to Eligible Shareholder(s) who have registered their e-mail ids with the depositories/the
Company.
In case an Eligible Shareholder requests for a copy of this Letter of Offer in physical form, the same shall be provided by
the Company. In case of non-receipt of Letter of Offer and the Tender Form, please follow the procedure mentioned in
Paragraph 20.10.
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 24(v) 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.
For the Clearing Corporation to make a payout of more than ₹50,00,00,000 (Rupees Fifty Crore only), a Legal Entity Identifier
(LEI) number of the Eligible Shareholder will have to be provided. Accordingly, an Eligible Shareholder who is tendering shares
of value more than ₹50,00,00,000 (Rupees Fifty Crore only) will have to provide LEI number with the relevant supporting
documents such as the LEI registration certificate to the Registrar through email at tcs.buyback2023@linkintime.co.in latest by
5 p.m. (IST) on the Buyback Closing Date.
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 All purchases pursuant to the Offer will be paid for in Indian rupees, including to holders of Equity Shares who are resident
outside India. Payment of consideration shall be made within five (5) Working Days of the closure of the Offer as required
by the Buyback Regulations. Accordingly, the Registrar will process the bids under the Offer as promptly as practicable after
the closure of the Offer, and the Company expects to start making payments for accepted bids as promptly as practicable
and within five (5) Working Days after the Buyback Closing Date.
20.7 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 a resultant increase in their percentage shareholding, after the completion of the Buyback, without any additional
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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. In case any
Eligible Shareholder or any person claiming to be an Eligible Shareholder cannot participate in the Buyback Offer for any
reason, the Company, the Manager and Registrar to the Buyback and their officers shall not be liable in any manner for such
non-participation.
20.8 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.
20.9 The Buyback shall be implemented using the “Mechanism for acquisition of shares through Stock Exchange pursuant
to Tender-Offers under Takeovers, Buy-Back and Delisting” 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.
20.10 In case of non-receipt of the Letter of Offer and the Tender Form:
20.10.1 In case the Eligible Shareholder holds Equity Shares in dematerialised form: If Eligible Shareholder(s) who
have been sent this 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 e-mail 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 websites of the Company (www.tcs.com),
Registrar to the Buyback (www.linkintime.co.in), NSE (www.nseindia.com), BSE (www.bseindia.com), or
the Manager to the Buyback (www.jmfl.com), 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.
20.10.2 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. An Eligible Shareholder may participate in the
Buyback by downloading the Tender Form from the websites of the Company (www.tcs.com), Registrar to
the Buyback (www.linkintime.co.in), NSE (www.nseindia.com), BSE (www.bseindia.com), or the Manager to the
Buyback (www.jmfl.com), and must ensure that the Tender Form, along with the TRS and requisite documents,
reach the Registrar to the Buyback not later the Buyback Closing Date i.e. Thursday, December 7, 2023 by
5 p.m. (IST). 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.
20.11 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.
20.12 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.
20.13 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.
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20.14 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, Maharashtra, India.
Tel : +91 22 6704 3000, Fax : +91 22 6761 7222
Contact Person: Mr. Divyesh Kapadia; Tel.: +91 22 6704 3458
Email: divyesh.kapadia@jmfl.com, Website: www.jmfinancialservices.in
SEBI Registration Number: INZ000195834
CIN: U67120MH1998PLC115415
20.15 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’.
20.16 All Eligible Shareholders, through their respective Selling Member(s) will be eligible and responsible to place orders in the
Acquisition Window. 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 In the event the Seller Member(s) is not registered with BSE/NSE as a trading member/stock broker, then that Eligible
Shareholder can approach any BSE/NSE registered stock broker and can register themselves by using web based Unique
Client Code application (“UCI online”) facility through that BSE/NSE registered stock broker (after submitting all details
as may be required by such BSE/NSE registered stock broker in compliance with applicable law). In case the Eligible
Shareholders are unable to register using UCI online facility through any other BSE/NSE registered stock broker, then that
Eligible Shareholder may approach the Company’s Broker to place their bids subject to completion of ‘know your customer’
requirements as required by the Company’s Broker.
20.19 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.
20.20 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.
20.21 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.
20.21.1 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).
20.22 Procedure to be followed by Eligible Shareholders holding Equity Shares in dematerialised form:
20.22.1 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.
20.22.2 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. For further
details, Eligible Shareholders may refer to the circulars issued by Stock Exchanges/Clearing Corporation.
20.22.3 The details of the settlement number under which the lien will be marked on the Equity Shares tendered for
the Buyback will be provided in a separate circular to be issued by the Clearing Corporation.
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20.22.4 The lien shall be marked by the Seller Member in the demat account of the Shareholders for the shares
tendered in tender offer. Details of shares marked as lien in the demat account of the shareholder shall be
provided by the Depositories to Clearing Corporation. In case, the Shareholders demat account is held with
one Depository and Clearing Member pool and Clearing Corporation Account is held with other depository
(“Inter Depository”), shares under lien shall be blocked in the shareholders demat account at source
depository during the tendering period. Inter Depository Tender Offer (“IDT”) instructions shall be initiated by
the shareholders at source depository to Clearing Member/Clearing Corporation account at target Depository.
Source Depository shall block the shareholder’s securities (i.e. transfers from free balance to blocked balance)
and send IDT message to target Depository for confirming creation of lien. Details of shares blocked in the
shareholders demat account shall be provided by the target Depository to the Clearing Corporation.
20.22.5 For orders placed with respect to dematerialized Equity Shares, by clearing members entities who have been
allocated a custodian participant code by the Clearing Corporation (“Custodian Participant”), early pay-in
is mandatory prior to confirmation of order by Custodian Participant. The Custodian Participant shall either
confirm or reject the orders no later than the closing of trading hours on the last day of the tendering period.
Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant
orders, any 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.
20.22.6 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. In case of non-receipt of the completed
tender form and other documents, but lien marked on Equity Shares and a valid bid in the exchange bidding
system, the bid by such Eligible Shareholder shall be deemed to have been accepted.
20.22.7 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.
20.22.8 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 bank account attached with the DP account
active and updated to receive credit remittance due to acceptance of Buyback of shares by the Company.
In the event if any Equity Shares are tendered to Clearing Corporation, excess dematerialized Equity Shares or
unaccepted dematerialized Equity Shares, if any, tendered by the Eligible Shareholders would be returned to
them by Clearing Corporation. If the security 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 Eligible Shareholder. On the date of the settlement, in case of custodian participant orders,
excess dematerialized shares or unaccepted dematerialized shares, if any, will be refunded to the respective
custodian depository pool account.
20.23 Procedure to be followed by Eligible Shareholders holding Equity Shares in physical form:
In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible Shareholders
holding Equity Shares in physical form can participate in the Buyback. The procedure is as below.
20.23.1 Eligible Shareholders who are holding Equity Shares in physical form 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.
20.23.2 Based on the documents as mentioned in paragraph 20.23.1 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.
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20.23.3 The Selling Member/Eligible Shareholder is required to deliver the original Equity Share certificate(s) and
documents (as mentioned in Paragraph 20.23.2) 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 and ensure that it to reach on or before the Buyback Closing Date i.e.
Thursday, December 7, 2023 by 5 p.m. (IST). The envelope should be super scribed as
“TCS Buyback Offer 2023”.
20.23.4 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’.
20.23.5 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.
20.23.6 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.
20.24 For Equity Shares held by Eligible Shareholders, being Non-Resident Shareholders.
20.24.1 Eligible Shareholders, being Non-Resident Shareholders 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.
20.24.2 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.
20.24.3 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.
20.25 Acceptance of orders.
20.25.1 The Registrar to the Buyback shall provide details of order acceptance to the Clearing Corporation within
specified timelines.
20.26 Method of Settlement.
20.26.1 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.
20.26.2 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.
20.26.3 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
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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.
20.26.4 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.
20.26.5 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.
20.26.6 Details in respect of shareholder’s entitlement for Tender Offer process will be provided to the Clearing
Corporation by the Company or Registrar to the Buyback. On receipt of the same, Clearing Corporations will
cancel the excess or unaccepted blocked shares in the demat account of the shareholder. On settlement date,
all blocked shares mentioned in the accepted bid will be transferred to the Clearing Corporations.
20.26.7 In case the demat account of the Shareholders is held with one depository and the Clearing Member pool/
Clearing Corporation account is held with another depository, the Clearing Corporation that holds the Clearing
Member pool and Clearing Corporation account of the Shareholder will cancel the excess or unaccepted
shares in the depository that holds the demat account. Source depository will not be able to release the lien
without a release of IDT message from target depository. Further, release of IDT message shall be sent by
target depository either based on cancellation request received from Clearing Corporations or automatically
generated after matching with bid accepted details as received from the Company or the Registrar to the
Buyback. Post receiving the IDT message from target depository, source Depository will cancel/release excess
or unaccepted blocked shares in the demat account of the shareholder. Post completion of tendering period
and receiving the requisite details viz., demat account details and accepted bid quantity, source depository
shall debit the securities as per the communication/message received from target depository to the extent
of accepted bid shares from shareholder’s demat account and credit it to Clearing Corporation settlement
account in target Depository on settlement date.
20.26.8 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.
20.26.9 In relation to the physical Equity Shares:
a) If physical Equity Shares tendered by Eligible Shareholders are not accepted, the share certificate would
be returned to such Eligible Shareholders by registered post or by ordinary post or courier at the Eligible
Shareholders’. sole risk. The Company also encourages Eligible Shareholders holding physical shares to
dematerialize their physical shares.
b) If however, only a portion of the physical shares held by an Eligible Shareholder is accepted in the Buyback,
then the Company is authorised to split the share certificate and issue a Letter of Confirmation (“LOC”) in
accordance with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022
with respect to the new consolidated share certificate for the unaccepted Equity Shares tendered in the
Buyback. The LOC shall be dispatched to the address registered with the Registrar and Transfer Agent
(“RTA”). The RTA shall retain the original share certificate and deface the certificate with a stamp “Letter
of Confirmation Issued” on the face/reverse of the certificate to the extent of the excess physical shares.
The LOC shall be valid for a period of 120 days from the date of its issuance, within which the Equity
Shareholder shall be required to make a request to their depository participant for dematerializing
the physical Equity Shares. In case the Equity Shareholder fails to submit the demat request within the
aforementioned period, the RTA shall credit the physical Equity Shares to a separate demat account of
the Company opened for the said purpose.
20.26.10 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.
20.26.11 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.
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20.26.12 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.
20.27 Participation in the Buyback by shareholders will be subject to tax on distributed income to the shareholders (“Buyback Tax”)
in India and such tax obligation is to be discharged by the Company. However, in case of non-resident shareholders, this
may be subject to capital gains taxation in hands of the shareholders in their respective tax jurisdiction. The transaction of
Buyback would also be chargeable to securities transaction tax in India. Please refer to paragraph 21 of this Letter of Offer
for a detailed note on taxation. However, in view of the particularized nature of tax consequences, the Eligible Shareholders
are advised to consult their own legal, financial and tax advisors prior to participating in the Buyback.
20.28 Rejection Criteria.
20.28.1
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;
b) There is a name mismatch in the dematerialised account of the Eligible Shareholder;
c) There exists any restraint order of a court/any other competent authority for transfer/disposal/sale or
where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint
subsists.
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 closing date
i.e. Thursday, December 7, 2023 by 5 p.m. (IST);
b) There exists any restraint order of a court/any other competent authority for transfer/disposal/sale or
where loss of share certificates has been notified to the Company or where the title to the Equity Shares
is under dispute or otherwise not clear or where any other restraint subsists;
c) If there is any other company share certificate enclosed with the Tender Form instead of the share
certificate of the Company;
d) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the
Eligible Shareholders;
e) If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity
Share certificate; or
f )
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.
g) If the Shareholder is not a Eligible Shareholder of the Company on the Record Date;
h) If there is a name mismatch in the share certificate of the Shareholder;
i) If the Eligible Shareholder has made a duplicate bid;
21 NOTE ON TAXATION
21.1 General
THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON 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 TAX 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.
41
The Indian tax year runs from April 1 to March 31 of subsequent year. 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
(“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 Indian
sourced income or income received by such person in India. Vide Finance Act, 2020, certain non-resident individuals are
deemed to be resident in India upon triggering of certain conditions. Deemed residents would be liable to pay tax in India
only on their Indian sourced income or income from business or professional controlled 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 ITA
and Judicial precedents, generally the “situs” of the shares is where company is “incorporated” and where its shares can
be transferred. Accordingly, since the Company is incorporated in India, the shares of the Company 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 Double Taxation Avoidance Agreement (“DTAA”), as modified by the Multilateral Instrument (“MLI”), if the same is
applicable to the relevant DTAA between India and the respective country of which the said shareholder is tax resident.
The above benefit may be available subject to satisfying relevant conditions prescribed under ITA including but not limited
to availability of Tax Residency Certificate, non-applicability of General Anti-Avoidance Rule (“GAAR”) and providing and
maintaining necessary information and documents as prescribed under ITA as well as satisfying the relevant conditions
under the respective DTAA including anti-abuse measures under the MLI, if applicable.
21.2 Classification of Shareholders
Section 6 of the ITA, determines the residential status of an assessee. Accordingly, shareholders can be classified broadly in
two categories as below:
A. Resident Shareholders being:
• Individuals, Hindu Undivided Family (“HUF”), Association of Persons (“AOP”) and Body of Individuals (“BOI”),
Firm, Limited Liability Partnership (“LLP”)
• Others (corporate bodies):
– Company
– Other than Company
B.
Deemed Resident Shareholder –an individual being a citizen of India who is not liable to tax in any other country
or territory by reason of domicile, residence or any other criteria of similar nature and has total income other than
foreign sourced income exceeding ₹15 lakh during the tax year.
C. Non-Resident Shareholders being:
• NRIs
• FIIs/FPIs
• Others:
– Foreign Company
– Foreign non-corporate shareholders
21.3 Buy-back of Shares
Section 115QA of the ITA introduced w.e.f. June 1, 2013 contains provisions for taxation of a domestic company in respect
of buy-back of shares (within the meaning of Section 68 of the Act). In effect, the incidence of tax stands shifted completely
to the Company and not the recipient of the buyback proceeds.
Before the enactment of Finance Act (No. 2), 2019, this section was not applicable to shares listed on a recognized stock
exchange. The Finance Act (No. 2), 2019 has amended section 115QA of the ITA with effect from July 5, 2019 extending its
provisions to cover distributed income on buy-back of equity shares of a company listed on a recognized stock exchange as
well.
Section 10(34A) of the ITA provided for tax exemption to a shareholder in respect of income arising from buy-back of shares
w.e.f. April 1, 2014 (i.e. Assessment year 2014-15). The Finance Act (No. 2), 2019 has also made consequential changes to
section 10(34A) of the ITA extending the benefit of tax exemption on income from buy-back to shareholders in respect of
shares listed on recognized stock exchange as well.
Thus, the tax implications to the following categories of shareholders are as under:
A. Resident Shareholders or Deemed Resident Shareholders
Income arising to the shareholder on account of buy-back of shares as referred to in Section 115QA of the ITA is
exempt from tax under the provisions of the amended section 10(34A) of the ITA with effect from July 5, 2019.
42
B. Non-Resident Shareholders
While the income arising to the shareholder on account of buy back of shares as referred to in Section 115QA of
the ITA is exempt from tax under the provisions of the amended Section 10(34A) with effect from July 5, 2019 in the
hands of a non-resident as well, the same may be subject to tax in the country of residence of the shareholder as
per the provisions of the tax laws of that country. The credit of tax may or may not be allowed to such Non-resident
shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the Company in view
of Section 115QA (4) and (5) of the ITA. Non-resident shareholders need to consult their tax advisors with regard to
availability of such a tax credit.
21.4 Tax Deduction at Source
In absence of any specific provision under the current Income Tax Act, the Company is not required to deduct tax at source
on the consideration payable to resident shareholders pursuant to the Buyback.
Caveat:
The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are subject
to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.
In view of the specific nature of tax consequences, shareholders who are not tax residents of India are required to consult
their tax advisors for the applicable tax and the appropriate course of action that they should take considering the provisions
of the relevant Country or State tax law and provisions of DTAA where applicable.
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.
21.5 Securities Transaction Tax

Since the Buyback of shares shall take place through the settlement mechanism of the Stock Exchange, Securities Transaction
Tax at 0.1% of the value of the transaction will be applicable.
22 DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required under clause (ix) and clause (x) of Schedule I 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, and the date on which the result of Member resolution
passed by way of Postal Ballot (“Postal Ballot Resolution”) was declared, approving the Buyback and the date
of this 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 this 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, the date of the Postal Ballot Resolution, and the date of this Letter of Offer; and
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 Act/Insolvency and
Bankruptcy Code, 2016 as amended from time to time, as applicable.
This declaration is made and issued pursuant to the resolution passed at the meeting of the Board held on
October 11, 2023.
For and on behalf of the Board of Directors
Sd/- Sd/-
Kunchitham Krithivasan N. Ganapathy Subramaniam
Chief Executive Officer and Managing Director Chief Operating Officer and Executive Director
DIN: 10106739 DIN: 07006215
43
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 October 11, 2023 of B S R & Co. LLP, the Statutory Auditors of the Company, addressed to the Board of
Directors of the Company is reproduced below:
Quote
The Board of Directors
Tata Consultancy Services Limited
9th floor, Nirmal Building
Nariman Point
Mumbai 400 021
Dear Sirs
Independent Auditors’ Report in respect of proposed buy-back of equity shares by Tata Consultancy Services Limited in
terms of clause (xi) of Schedule I of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as
amended.
1. This report is issued in accordance with the terms of our engagement letter dated 21 June 2022 and addendum to
engagement letter dated 11 October 2023 with Tata Consultancy Services Limited (“the Company”).
2. The Board of Directors of the Company have approved a proposed buy-back of equity shares by the Company at its meeting
held on 11 October 2023, in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013 (‘the Act’) read
with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (“SEBI Buy-back
Regulations”).
3. The accompanying Statement of permissible capital payment (‘Annexure A’) as at 30 September 2023 (hereinafter referred
as the “Statement”) is prepared by the management of the Company.
Management and Board of Director’s Responsibility for the Statement
4. The preparation of the Statement in accordance with Section 68(2)(c) of the Act and in compliance with Section 68, 69
and 70 of the Act and SEBI Buy-back 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.
5. The Board of Directors is also responsible to make a full inquiry into the affairs and prospects of the Company and to form an
opinion on reasonable grounds that the Company will be able to pay its liabilities from the date of Board meeting approving
the buyback of its equity shares i.e., 11 October 2023 and will not be rendered insolvent within a period of one year from the
date of the Board meeting, and in forming the opinion, it has taken into account the liabilities (including prospective and
contingent liabilities) as if the Company were being wound up under the provisions of the Companies Act or the Insolvency
and Bankruptcy Code, 2016.
Auditors’ Responsibility
6. Pursuant to the requirements of the SEBI Buy-back Regulations, it is our responsibility to provide reasonable assurance
whether:
i. we have inquired into the state of affairs of the Company in relation to the audited condensed standalone interim
financial statements and audited condensed consolidated interim financial statements as at and for the six months
period ended 30 September 2023;
ii. the amount of permissible capital payment as stated in Annexure A for the proposed buy-back of equity shares has
been properly determined considering the audited condensed standalone interim financial statements and audited
condensed consolidated interim financial statements as at and for the six months period ended 30 September 2023
in accordance with Section 68(2)(c) of the Act; and
iii. the Board of Directors of the Company in their meeting dated 11 October 2023, have formed the opinion as specified
in clause (x) of Schedule I to the SEBI Buy-back 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.
7. The audited condensed standalone interim financial statements and audited condensed consolidated interim financial
statements referred to in paragraph 6 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 reports dated 11 October 2023. Our audits of these
44
financial statements were conducted in accordance with the Standards on Auditing and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
8. Our engagement involves performing procedures to obtain sufficient appropriate evidence on the above reporting. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks associated with the above
reporting. We accordingly performed the following procedures:
i. Examined that the amount of permissible capital payment for the buy back as detailed in Annexure A is in accordance
with the provisions of Section 68(2)(c) of the Act;
ii. Inquired into the state of affairs of the Company with reference to the audited condensed standalone interim financial
statements and audited condensed consolidated interim financial statements as at and for the six months period
ended 30 September 2023;
iii. Obtained declaration of solvency as approved by the board of directors on 11 October 2023 pursuant to the
requirements of clause (x) of Schedule I to the SEBI Buy-back Regulations;
iv. Traced the amounts of paid-up equity share capital and retained earnings as mentioned in Annexure A from the
audited condensed standalone interim financial statements and audited condensed consolidated interim financial
statements as at and for the six months period ended 30 September 2023;
v. Examined that the Buy Back approved by Board of Directors in its meeting held on 11 October 2023 is authorized by
the Articles of Association of the Company;
vi. Examined that all the shares for buy-back are fully paid-up;
vii. Verified the arithmetical accuracy of the amounts mentioned in Annexure A; and
viii. Obtained appropriate representations from the Management of the Company.
9. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for
Special Purposes’ (Revised 2016) 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.
10. 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.
11. We have no responsibility to update this report for events and circumstances occurring after the date of this report.
Opinion
12. 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 condensed standalone interim
financial statements and audited condensed consolidated interim financial statements as at and for the six months
period ended 30 September 2023;
b) The amount of permissible capital payment 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 condensed standalone interim
financial statements and audited condensed consolidated interim financial statements of the Company as at and for
the six months period ended 30 September 2023; and
c) The Board of Directors of the Company, in their meeting held on 11 October 2023 have formed their opinion as
specified in clause (x) of Schedule I 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 11 October 2023.
13. Based on the representations made by the management, and other information and explanations given to us, which to
the best of our knowledge and belief were necessary for this purpose, we are not aware of anything to indicate that the
opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is unreasonable
in circumstances as at the date of declaration.
Restriction on Use
14. 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 Act and SEBI Buyback Regulations, (ii) to enable the Board of Directors of the Company to include in the public
announcement, 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
45
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. Accordingly, we do not accept or assume any liability or any duty of
care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without
our prior consent in writing.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Sd/-
Amit Somani
Partner
Mumbai Membership No: 060154
11 October 2023 UDIN: 23060154BGXDAO8551
Annexure A:
Statement of determination of the permissible capital payment towards Buy-back of Equity Shares (“the Statement”) in accordance
with Section 68(2) of the Companies Act, 2013 and Regulation 4 of the Buy-back Regulations (SEBI Regulations), based on the audited
condensed standalone interim financial statements and audited condensed consolidated interim financial statements as at and for the
six month period ended 30 September 2023:
(Rs. crore)
Particulars Standalone Consolidated

Paid up equity share capital (365,90,51,373 equity shares of `1/- each) 366 366
Free reserves:
Retained earnings 69,157 82,661
Total paid up equity share capital and free reserves as at September 30, 2023 69,523 83,027
Maximum amount permissible for buy-back under Section 68 of the Companies Act, 17,381 20,757
2013 read with Regulation 4 of Buyback Regulations (25% of the total paid up equity
share capital and free reserves)
Maximum amount permitted by Board Resolution dated October 11 2023 approving 17,000
buy-back, subject to shareholders’ approval, based on the audited accounts as at and
for the six month period ended September 30, 2023.
For and behalf of Board of Directors of Tata Consultancy Services Limited
Sd/-
Lakshminarayanan GS
Authorised signatory
Date: October 11, 2023
UnQuote
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. (IST) to 1 p.m. (IST) 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 2020- 2021, 2021-2022 and 2022-2023;
24.4 Audited condensed standalone interim financial statements and audited condensed consolidated interim financials
approved by the Board for the period September 30, 2023;
24.5 Copy of resolution passed by the Board of Directors in relation to the Buyback at its meeting held on October 11, 2023;
24.6 Copy of special resolution of the Equity Shareholders passed by way of postal ballot, the results of which were announced
on November 15, 2023;
46
24.7 Auditor’s Report prepared by B S R & Co. LLP, in terms of clause (xi) of Schedule I of the Buyback Regulations;
24.8 Public Announcement dated Thursday, November 16, 2023, and published on Friday, November 17, 2023;
24.9 Declaration of solvency and an affidavit as per Form SH-9 of the Share Capital Rules;
24.10 Certificate dated Thursday, November 16, 2023 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 Wednesday, November 15, 2023; and
24.12 Copy of the Securities Deposit Agreement dated Thursday, November 16, 2023.
25 DETAILS OF THE COMPLIANCE OFFICER

The details of the Compliance Officer and days and time of contact are set out below.
Mr. Pradeep Manohar Gaitonde
Membership No. A7016
Company Secretary and Compliance Officer
Registered office:
9th Floor, Nirmal Building,
Nariman Point,
Mumbai 400 021, Maharashtra, India
CIN: L22210MH1995PLC084781
Telephone: +91 22 6778 9595
E-mail: investor.relations@tcs.com, Website: www.tcs.com
Days and time of contact: Eligible Shareholders may contact on all Working Days during the Tendering Period during
9:30 a.m. (IST) to 5:30 p.m. (IST).
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
Phone: +91 22 22812627/22020295/22846954
Fax: +91 22 22811977
E-mail: roc.mumbai@mca.gov.in
27 DETAILS OF INVESTOR SERVICE CENTRE
In case of any query, the Eligible Shareholders may contact the Registrar to the Buyback at the following address:
Link Intime India Private Limited
C-101, 247 Park,
L.B.S. Marg,
Vikhroli (West),
Mumbai 400 083, Maharashtra, India.
Tel: 8108114949
Fax: +91 22 4918 6195
Contact Person: Mr. Ajit Patankar
E-mail: tcs.buyback2023@linkintime.co.in
Investor Grievance Id: tcs.buyback2023@linkintime.co.in
SEBI Registration Number: INR000004058
Website: www.linkintime.co.in
CIN: U67190MH1999PTC118368
Days and time of contact: Eligible Shareholders may contact on all Working Days during 9:30 a.m. (IST) to 5:30 p.m. (IST).
47
28 DETAILS OF THE MANAGER TO THE BUYBACK
JM Financial Limited
7th Floor, Cnergy,
Appasaheb Marathe Marg, Prabhadevi,
Tel.: +91 22 6630 3030, +91 22 6630 3262
Fax: +91 22 6630 3330
Contact Person: Ms. Prachee Dhuri
E-mail: tcs.buyback2023@jmfl.com
Investor Grievance Id: grievance.ibd@jmfl.com
SEBI Registration Number: INM000010361
CIN: L67120MH1986PLC038784
29 DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER DOCUMENT
As per Regulation 24(i)(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 October 11, 2023:
For and behalf of the Board of Directors of
TATA CONSULTANCY SERVICES LIMITED
Sd/- Sd/- Sd/-

Kunchitham Krithivasan N. Ganapathy Subramaniam Pradeep Manohar Gaitonde
Chief Executive Officer and Chief Operating Officer and Company Secretary
Managing Director Executive Director Membership Number: A7016
DIN: 10106739 DIN: 07006215
Date: November 28, 2023
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.
48

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Tata Consultancy Services Limited

JM Financial Limited Link Intime India Private Limited

1 SCHEDULE OF ACTIVITIES ...............................................................................................................................................................................3

Name of the Company Tata Consultancy Services Limited

Sr. Maximum Number of Equity

Sr. Number Maximum Number of

Number of Equity Price Face Value

As at and for the period ended

As at and for the period ended

Aggregate value at face

Sr. Equity Shares Bought

Aggregate value at face

Sr. Number of Equity

3. Mr. Bhaskar Bhat Tata Sons Private Limited 160 0.00

4. Mr. Noel N. Tata* • Tata Investment Corporation 21,32,565 0.06

7. Mr. Abhijit Sen Tata Investment Corporation Limited 1,077 0.00

8. Mr. Venkatadri Tata Investment Corporation Limited 325 0.00

11. Ms. Aarthi Subramanian • Tata Industries Limited 5,600 0.00

14. Ms. Varsha Purandare Tata Capital Limited 222 0.00

15. Mr. Anand Sen* Tata International Limited 364 0.00

16. Ms. S. S. Kudtarkar* Tata International Limited 76 0.00

17. Mr. Ratan N. Tata • Jamsetji Tata Trust 23,56,014 0.06

*includes shares held jointly with relative

15 FINANCIAL INFORMATION ABOUT THE COMPANY

Period Financial Year

Period Financial Year

Period Financial Year

Period Financial Year

Event Date NSE (₹) BSE (₹)

1 Trading Day Post-Board October 12, 2023 3,542.55 3,542.25

Particulars Standalone Consolidated

25 DETAILS OF THE COMPLIANCE OFFICER

Sd/- Sd/- Sd/-

Date: November 28, 2023

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