Tata Consultancy Services : Buyback - others

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Letter of Offer is being sent to you as a registered Equity Shareholder of Tata Consultancy Services Limited ("Company") as on the Record Date (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" for the definition of the capitalized terms used herein.

Corporate Identity Number (CIN): L22210MH1995PLC084781 Registered Office and Correspondence Address: 9th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021

Tel: [phone], Fax: [phone], E-mail: [e-mail]#, Website: www.tcs.com;

Compliance Officer:Mr. Pradeep Manohar Gaitonde, Company Secretary

OFFER TO BUY BACK FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF `1 (RUPEE ONE ONLY) EACH OF UP TO 4,00,00,000 (FOUR CRORE) EQUITY SHARES

FROM THE EQUITY SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES AS ON FEBRUARY 23, 2022 (THE "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 `4,500 (RUPEES FOUR THOUSAND FIVE HUNDRED ONLY) PER EQUITY SHARE PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING `18,000 CRORE (RUPEES EIGHTEEN THOUSAND CRORE ONLY) (THE "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 (the "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, and the Buyback Regulations. 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 and audited condensed consolidated interim financial statements of the Company as on December 31, 2021 (i.e. the latest audited financial statements available as on the date of Board Meeting recommending the proposal of the Buyback, in accordance with provisions of the Act which was on January 12, 2022). The Offer Size of the Buyback constitutes 21.03% and 19.06% 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 December 31, 2021, respectively, which is within the prescribed limit of 25%, and represents 1.08% of the total issued and paid-up equity share capital of the Company as on December 31, 2021.
3. This Letter of Offer is being sent to the Equity Shareholders/Beneficial Owners holding Equity Shares of the Company as on the Record Date ("Eligible Shareholders"). A copy of the Public Announcement, the Draft Letter of Offer and this Letter of Offer (including the Form of Acceptance-cum-Acknowledgement ("Tender Form")) shall be available on the website of SEBI at www.sebi.gov.inand the Company at www.tcs.com.
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 Tender Form is enclosed together with this Letter of Offer.
5. For mode of payment of consideration to the Eligible Shareholders, please refer to Paragraph 20 of this Letter of Offer.
6. Eligible Shareholders are advised to read this Letter of Offer and in particular, refer to Paragraph 17 (Details of Statutory Approvals) and Paragraph 21 (Note on Taxation) of the Letter of Offer before tendering their Equity Shares in the Buyback.

MANAGER TO THE BUYBACK		REGISTRAR TO THE BUYBACK
JM Financial Limited		Link Intime India Private Limited
7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi,		C-101, 247 Park, L.B.S. Marg,
Mumbai - 400 025, Maharashtra, India		Vikhroli (West), Mumbai 400 083
Tel: [phone]; Fax: [phone]		Tel: [phone]; Fax: [phone]
Contact Person: Ms. Prachee Dhuri		Contact Person: Mr. Sumeet Deshpande
E-mail:[e-mail], Website: www.jmfl.com		E-mail:[e-mail], Website: www.linkintime.co.in
SEBI Registration Number: INM000010361		SEBI Registration Number: INR000004058
Validity period: Permanent		Validity period: Permanent
Corporate Identity Number: L67120MH1986PLC038784		Corporate Identity Number: U67190MH1999PTC118368
	BUYBACK	PROGRAMME
Buyback Opening Date		Wednesday, March 9, 2022
Buyback Closing Date		Wednesday, March 23, 2022
Last Date and Time For Receipt of Completed Tender Forms		Wednesday, March 23, 2022, 5 p.m. (IST)
	BUYBACK	ENTITLEMENT
Category of Eligible Shareholders		Ratio of Buyback (i.e. Buyback Entitlement)*
Reserved category for Small Shareholders		1 Equity Share for every 7 Equity Shares held on the Record Date
General category for all other Eligible Shareholders		1 Equity Share for every 108 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 27 of the 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 onhttps://web.linkintime.co.in/Offer/Default.aspx
2. Select the name of the Company - 'Tata Consultancy Services Limited - Buyback 2022'
3. Select the option 'Demat or Physical or PAN'
4. Based on the option selected above, enter your 'DPID CLID' or 'Folio Number' or 'PAN'
5. A table will be displayed setting out the Folio, Name and Action. Click on 'View' tab under the Action column
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 [phone] and [e-mail], details of which are also included at Paragraph 27 of the Letter of Offer.

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	TABLE OF CONTENTS
1.	SCHEDULE OF ACTIVITIES .............................................................................................................................................................	3
2.	DEFINITIONS OF KEY TERMS.........................................................................................................................................................	3
3.	DISCLAIMER CLAUSE .....................................................................................................................................................................	5
4.	TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING....................................................................................................	7
5.	DETAILS OF THE PUBLIC ANNOUNCEMENT...............................................................................................................................	10
6.	DETAILS OF THE BUYBACK..........................................................................................................................................................	10
7.	AUTHORITY FOR THE BUYBACK..................................................................................................................................................	11
8.	NECESSITY/OBJECTIVE OF THE BUYBACK .................................................................................................................................	11
9.	MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY.......................	11
10.	BASIS OF CALCULATING THE OFFER PRICE ...............................................................................................................................	14
11.	SOURCES OF FUNDS FOR THE BUYBACK ...................................................................................................................................	14
12.	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN ..........................................................	14
13.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .............................................................................................................	15
14.	BRIEF INFORMATION OF THE COMPANY ...................................................................................................................................	18
15.	FINANCIAL INFORMATION ABOUT THE COMPANY ...................................................................................................................	22
16.	STOCK MARKET DATA .................................................................................................................................................................	24
17.	DETAILS OF STATUTORY APPROVALS.........................................................................................................................................	25
18.	DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE............................................................................	26
19.	PROCESS AND METHODOLOGY FOR THE BUYBACK.................................................................................................................	26
20.	PROCEDURE FOR TENDER/OFFER AND SETTLEMENT...............................................................................................................	29
21.	NOTE ON TAXATION .....................................................................................................................................................................	34
22.	DECLARATION BY THE BOARD OF DIRECTORS..........................................................................................................................	36
23.	AUDITOR'S CERTIFICATE..............................................................................................................................................................	37
24.	DOCUMENTS FOR INSPECTION...................................................................................................................................................	39
25.	DETAILS OF THE COMPLIANCE OFFICER.....................................................................................................................................	39
26.	DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS............................................................................	40
27.	DETAILS OF INVESTOR SERVICE CENTRE....................................................................................................................................	40
28.	DETAILS OF THE MANAGER TO THE BUYBACK...........................................................................................................................	40
29.	DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER DOCUMENT..........	40
30.	OFFER FORM.................................................................................................................................................................................	40

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1	SCHEDULE OF ACTIVITIES
	Sr.	Activity	Date	Day
	No.
	1.	Date of Board Meeting approving the proposal of the	January 12, 2022	Wednesday
		Buyback
	2.	Date of declaration of results of postal ballot for special	February 12, 2022	Saturday
		resolution by the Equity Shareholders of the Company,
		approving the Buyback
	3.	Date of Public Announcement for the Buyback	February 12, 2022	Saturday
	4.	Date of publication of the Public Announcement for the	February 14, 2022	Monday
		Buyback
	5.	Record Date for determining the Buyback Entitlement and	February 23, 2022	Wednesday
		the names of Eligible Shareholders
	6.	Date of publication of advertisement confirming dispatch	March 8, 2022	Tuesday
		of Letter of Offer to Eligible Shareholders along with the
		Entitlement Ratio
	7.	Buyback Opening Date	March 9, 2022	Wednesday
	8.	Buyback Closing Date	March 23, 2022	Wednesday
	9.	Last date of receipt of completed Tender Forms and other	March 23, 2022	Wednesday
		specified documents including physical share certificates
		(if and as applicable) by the Registrar
	10.	Last date of verification of Tender Forms by the Registrar	March 31, 2022	Thursday
	11.	Last date of providing Acceptance/Non-acceptance of	March 31, 2022	Thursday
		tendered Equity Shares to the Stock Exchange by the
		Registrar
	12.	Last date of settlement of bids on the Stock Exchange	April 1, 2022	Friday
	13.	Last date of dispatch of share certificate(s) by the	April 1, 2022	Friday
		Registrar/return of unaccepted demat Equity Shares by
		Stock Exchange to Seller Member/Eligible Shareholders
	14.	Last date of extinguishment of Equity Shares	April 8, 2022	Friday

Note: Where 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/Accept/	Acceptance of Equity Shares tendered by Eligible Shareholders in the Buyback.
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 Shares	Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback
	Entitlement of such Eligible Shareholder not exceeding the Equity Shares held by such Eligible
	Shareholder as on the Record Date.
AOP	Association of Persons.
Articles/Articles of	Articles of Association of the Company.
Association
Board Meeting	Meeting of the Board of Directors of the Company held on January 12, 2022 approving the
	proposal for the Buyback.
Board/Board of Directors	Board of Directors of the Company (which term shall, unless repugnant to the context or meaning
	thereof, be deemed to include a duly authorized "Committee" thereof).
BOI	Body of Individuals.
BSE	BSE Limited.

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Buyback/Buyback Offer	The buyback by the Company of its fully paid-up equity shares of face value of `1 (Rupee one
	only) each of up to 4,00,00,000 (Four crore) Equity Shares (representing 1.08% of the total issued
	and paid-up equity share capital of the Company as on December 31, 2021) at a price of `4,500
	(Rupees four thousand five hundred only) per Equity Share payable in cash for an aggregate
	consideration not exceeding `18,000 crore (Rupees eighteen 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	Wednesday, March 23, 2022.
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/ Offer	Price at which Equity Shares will be bought back from the Eligible Shareholders i.e. `4,500
Price	(Rupees four thousand five hundred only) per Equity Share, payable in cash.
Buyback Offer Size	Maximum number of Equity Shares proposed to be bought back (i.e. 4,00,00,000 Equity Shares)
	multiplied by the Buyback Offer Price (i.e. `4,500 per Equity Share), not exceeding ₹18,000 crore
	(Rupees eighteen thousand crore only).
Buyback Opening Date	Wednesday, March 9, 2022.
Buyback Regulations	The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as
	amended.
CDSL	Central Depository Services (India) Limited.
Clearing Corporation	Indian Clearing Corporation Limited and National Securities Clearing Corporation Limited.
Company	Tata Consultancy Services Limited.
Company's Broker	JM Financial Services Limited.
Designated Stock Exchange	The designated stock exchange for the Buyback, being BSE.
DIN	Director Identification Number.
DP	Depository Participant.
Draft Letter of Offer	The draft letter of offer dated February 14, 2022.
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/Shares	Fully paid-up equity shares of face value of `1 (Rupee one only) each of the Company.
Equity Shareholder/	Holders of Equity Shares and includes beneficial owners thereof.
Shareholder
Escrow Account	The Escrow Account titled "TCS BUYBACK 2022 ESCROW ACCOUNT" opened with the Escrow
	Agent in terms of Escrow Agreement.
Escrow Agent	CITIBANK, N.A.
Escrow Agreement	The escrow agreement dated March 5, 2022 entered into amongst the Company, the Manager
	and the Escrow Agent.
FCB(s)	Foreign Corporate Bodies.
FEMA	Foreign Exchange Management Act, 1999, as amended.
FII(s)	Foreign Institutional Investors.
FPI(s)	Foreign Portfolio Investors.
General Category	Eligible Shareholders other than the Small Shareholders.
HUF	Hindu Undivided Family.
Income Tax Act/ITA	Income-tax Act, 1961 (including any statutory modifications or re-enactment thereof).
Letter of Offer	This letter of offer dated March 5, 2022 filed with SEBI containing disclosures in relation to the
	Buyback as specified in Schedule III of the Buyback Regulations, including comments received
	from SEBI on the Draft Letter of Offer.
LODR Regulations	The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
	Regulations, 2015, as amended.
Manager to the Buyback/	JM Financial Limited.
Manager
Management Rules	The Companies (Management and Administration) Rules, 2014, as amended.

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