Wipro : Consolidated Financial Statements - Form 6-K

13, 17.309 equity shares were lendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price ofRs. 3251- per equity share. This is part ofthe agglllgate of B,03,59, 126 equffy shares tendered and . . , .. . (accepted ) on September 9, 2019puwantto J buyback by the Company ataprice ofRs. 3251- perequityshere. WIPRO LIMITED vll Mr.AzlmHasham Prem I PartnerRepreunllng Zash Traders Date of Nature of No. of Face ( Issue/ Acquisition Consideration (Cash, wip.ro i :i: Corporate Identification Number {CIN): L321 02KA1945PLC020800 Transacuon Transaction Equity Shares Value Rs.) Prtce (Rs.) other than cash etc.) . ' ··· ··.. June 29, 2004 Bonus 2,96,29,741''1 2 R.egistered Office:Doddakannelli, Sa apur Road, Bengaluru 560 035, India. . " . . . . . . gust 24, 2005 Bonus 12,87,22,290 12) 2 Phone: [phone] ; Email: [e-mail]; June 17, 2010 Bonus 21,61 ,63,200 2 Website: www.wipro.oom; Company Secretary and Compliance Officer: Mr. M Sanaulla Khan March 19, 2013 84,03,481°' 2 440.05 Cash BlockTrade purchasefrom inter-se PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS//BENEFICIAL OWNERS OF EQUITY SHARES OF WIPRO LIMITED (THE Hasham Tradars "COMPANY") FOR THE BUYBACK OF EQUITY SHARES THROUGH TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY­ June 1 5 2017 Bonus 45 16 19 790 2 BACK Of SECURITIES) REGULATIONS, 2018,ASAMENDED. March a 2019 Bonus 30 10 79 858 2 ( ) Total 1 13 56.18 360 Thispublic announcement the "Public Announcement" Isbeing made pursuant t.othe provisions of Regulatlon SI. No. Name al Stiarehalder No. of Equity Shares % Sharelloldlng 7(i) of th& Securities and Exchange Board of India (Buy Back of Securities) Regulations, :io1 s, as amended j Note: 1. AzlmH Prem i 23,68, 15.234 4.32 (including any statutory modlflcalion(s), amendment(s) or re-enactments from Ume to Ume) (the "Buyback 1. Ol/t oforiginally allotted 6,36, 13,400 equity shares ofRs. 21- each as bonus as of June 29, 2004, 3, 39, 83,659 equity 2. YasmeenA Premji 26,89,770 0.05 shares wel!I tendered and acceptedpursuant to the buyback. by the Company on September 9 2019 al a price of Regulations") and contains the disclosures as specifiedin Schedule II of the Buyback Regulations read with , 3. Rishad Azim Premji 17,38,057 0.03 Rs. 3251- per equity sharo. This is part of the aggregate of 6, 12,01,078, equity shares tendered and accepted Schedul&tofthe Buyback Regula.lions. 4. Tariq Azim Premjl 15,80,755 0.03 pursuanllo buyback by fha Companyon Saptambar9, 2019al aprice ofRs. 3251-peraquity shalll. OFFER FOR BUYBACK OF UP TO 26,96,62,921 ('TWENTY SIX CRORE NINETY SIX LAKH SIXTY TWO THOUSAND NINE HUNDREDAND TWENTY ONE ONLY) FULLY PAID UP EQUITYSHARES HAVING FACE VALUE 5. Pagalthivarthi Srinivasan 89,796 0.00 2. OI/I of originally allotted 16,21,22,400 equity shares of Rs. 21· each as bonus, 2,59,00, 110 equity shares wero OF Rs. 21- (RUPEES TWO ONLY) EACH OF COMPANY (THE "EQUITY SHARES") AT A PRICE OF Rs. 445I­ 6. Lakshminarayana Ramanathan Kolfengode 18,400 0.00 tendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs. 3251- per (RUPEES FOUR HUNDRED AND FORTY-FM: ONLY) PER EQUITY SHARE ON A PROPORTIONATE BASIS 7. Vadapany Ravi Klran 6,653 0.00 equity share. This Is part ofthe aggregate of6,12, 01,078 equity shares tenderod and acceptedpursuant to buyback THROUGH THE TENDER OFFER PROCESS USING THE STOCK EXCHANGE MECHANISM. 8. Bnoooa1am Chandrashekharalah Prabhakar 10,400 0.00 by the Company on September 9, 2019 at aprice ofRs. 3251- per equity share. Further, an additional 75,00, 000equity Certain figures containedin lhisPublicAnnouncemen includingfinancial information, have beensubjectto rounding-off 9. AWMari Lakshmanarao 40,070 0.00 400/-perequityshal!I. sharos were tendered and acoeptedpurauant to the buyback by the Company on January 15, 2021, at a price ofRs. adjus!ments.All decimals have been rounded offlo two decimal poinls. In certain instances, (i) the sum or percentage 10. Tekkethalakal K Kurien 8,46,999 0.02 3. 97, shares of Rs.21- each th10141h inter-se purchase from Hasham Trad ers, change of such numbers may not confonn exactly to the total figuregiven; and (ii) the sum ofthe numbers in a column or Ol/t oforiginally acquired 20,790 equity 11. DeepakJain 1,40,483 0.00 13 and rrm incertaintables may not conform exactly to lhetotal figure given forthat columnorrow. , 17,309 equity shares were tendered accepted pursuant to the buyback by the Company on September 9, 12. Manoj Jalswal 4 0.00 2019 at a price ofRs. 3251- perequity share. This is partoftha aggl!lgale of 6, 12,01,078 squityshal!ls tenderedand 1. DETAILS OF THE BUYBACKOFFERAND OFFER PRICE Total 24 39 76 621 4,45 acceptedpursuanttobuyback bytheCompanyon September9, 2019ataprioeofRs.3251-perequityshare. 1 .1 ne board ofdirectorsof the Company (lhe 'Board", whichexpression shall include any committeeconslituted and authorized by the Board to exercise its poweis), at its meeting held on April 27, 2023 (the "Board Meeting") has, (iil)Aggregate shares purchased or sold by the Promoter and Promoter Group, persons In control, Directors of (viiJ)Hasham Investment and Trading Co. Private Limited bj peci companies which are a part of lhe Promoter and Promoler Group during a period of six (6) months preceding Dalli of Natureof No. of Face Issue/ Acquisition C-Onsldera.tion (Cash, su ect to the approval oftheshareholdersofthe Company by way ofa s al resolution through a postal ballot by remote e-101ing, pursuantto the provisions ofArtide 8.2 ofthe Articles ofAssociation of the Company, Sections 68, the date of the Board Meeting at which the Buyback was approved and the date ofthe Postal Ballot Notice, t.e., Transaction Transaction Equity Shares Value (Rs.) Price (Rs.) other than cash etc.) 69, 70 and 11O and allotherappl (the "Companies Ap/1I27, 2023: 04°' - -icable provisions,iiany, oftheCompaniesAct,2013, as amended July 7. 2015 Shares received 486.7 2 Acf), the Companies (Share Gapitaland Debentures) Rules, 2014, and RuJe22oftheCompanies (Management and (a)Aggregate NIL of shares purchased or sold by the Promoter and Promoter Group and persons who are in control: under court Administration} Rules, 2014, to the extentapplicable, and in compliancewith the Buyback Regulations and bj subject to ( ) approved scheme of such other approvals, pennissions, consents, exemptions and sanctions, as may be necessaryand su ect to any b Aggregate shares purchasedorsoidbythe Directors of companieswhich arepartofthe PromoteraridPrornoler amalgamation modificationsand conditions, ifany, as maybeprescribed by statutory, regulatoryor governmental authorities as may Groop:NIL 5 62 998 2 -June 15 2017 Bonus be required under applicable laws, approved the buyback by lhe Company of up to 26,96,62,921 {Twenty Six Crore 7. lNTENTIONOF THE PROMOTER AND PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY - -Ninety Six Lakh SixtyTwo ThousandNine HundredandTwenty One only) fullypaid-up Equity Sharesrepresenting up March 8, 201 9 Bonus 3,75,332 2 TO PARTICIPATE IN BUYBACK to 4.91% of the total number of Equity Shares in the paid-up Equity Share Capital of the Company at a ptlce of Total 14,25,034 ily 7 .1 . In terms of the BuybackRegulations, underthe tenderoffer route, the Promoterand PromoterGroup have an optionto Rs. 4451-(Rupees FourHundred and Forty-Fiveonty) P8f Equ Share (the 'Buyback Price") payable incash for an Note: participate in the Buyback. In this regard, the Promoter and Promoter Groop entities and persons in control of the a99regale consideration of up to Rs. 120.00,00.00.0001- (Rupees Twelve Thousand Crores only) (the 'Bll}'back 1. Originally mceived 5,62, 998 equity shares of Rs. 21- aach under court approved scheme of amalgamation, out of ty Companyhave expressed theirintention to participate in the Buyback vide theirletters dated April 27, 2023 and may Size"), Company which as per is 20.95% the latest and audited 17.86% standalone of the aggregate and consolidated ofthe fully paid-up financial equi statements, share capital respectively, and free as reserves at March of 31, the tender up to an aggregate maximum of 3,91,74,1 7,716 Equity Shares or such fower number of Equity Shares in which an agg/1/gate of 76,294 equity shares were tendered and accepted on September 9, .2019 pvrsuant to the aorordance with the proVisioos ofthe Buyback Regulations. Pleasesee belowthe maximumnumberofEquily Shares buybackbythe Company ala price ofRs. 3251-perequlty share. 2023, on a proportionate basis through the 'tenderoffer' routeas prescribedunder the Buyback Regulations, from all . (lx)Azlm Prem]i Philanthropic Initiatives Private Umlted ty ( ) t o i l eetnd ered byeach 0Ith e Promole ran dPromoIer Groupas II as persons 1nco11trol 0ftheC ompany: of the shareholders of lhe Company who hold Equi Shares as of the Reo:ml Date as defined below Date of Nature of No. of Face Issue/ Acquisition Consideration (Cash, (lhe "Buyback"}. SL Name of the Promoter and Promoter Group entity Maximum No. of Equity Shares No. Intended to be offered TransacUon Transaction Equity Shares Value (Rs.) Prlce (Rs.) other than cash etc.) 1.2 The Buyback ls more than 1 0% of the total paid-up equity capital and free reserves of the Company based on both '" standalone and consolidated financial statements of the Company as per ils latest audited (both standalone and 1. Azim H Premji 15,22,82,702 June 15, 2017 Bonus 9:l,66,611 2 consolidated} financial slalements as ol Marcil 31, 2023. Accordingly, the Company soughl approval of its 2. Yasmeeo A Premp 26,89,770 March 8, 2019 Bonus 52 02,052 2 shareholders for the Buyback, by way of special resolution through the postal ballot notice daled April 27, 2023 (the 3. Rishad Azim Premji 17,38,057 Total 1,45.,68,663"' "Postal Ballot 5( Notie,,e" ( ) ), in accordancewilhfirst proVisoto Section 68(2)(b) oftheCOrnpaniesActand first proviso to 4. Tariq Azim PremJi 15,80,755 Note: Regulation special resolution, 1 ) b oflhe through Buyback a postal Regulalions. ballot byTheshareholdersofthe remote e-voting on June Company 1 , 2023 approvedthe and the results Buyback, of which byway were ofa 5. Mr. Azim Hasham Premji Partner RepresenUng Hasham Traders 92,89,46,043 1. 01/1 oforiginally allotted 1,00.69. 955 equityshares of Rs. 21· each as bonus, out ofwhich an aggregate of51.82. 115 6. Mr. Azim Hasham Premji Partner Representing Prazim Traders 1,11 ,00,92,315 equity shares wereaccepted on January 15, 2021 purauant to the buyback by the Company ata price ofRs. 400/-per a11nouncedonJune2, 2023. equity share ofWhich 7,03,344 was part ofthis allotment. pi 7. Mr. Azim Hasham Premji Partner Representing Zash Traders 1,13,56,18,360 1 .3 The Buyback Size represents 20.95% and 17.86% of the aggregate ofthe fully paid-up equity share ca taland free 2. Mr. Azim H Premji has disclaimed the beneficial ownerahip of equffy shares helcl by Azim Premji Philanthropic reserves as perthe latest audited standalone and consolidated financialstatements ofthe Company as of Man:h31, 8. Hasham lnveslment and Tradina Co. Private Limited 14,25,034 Azim Premji Philanthrop 1'1 lnniativas Private Limited. 2023, respectively, and Iswithin the statutory Umlt of 25% of the aggregate total paid-up capllal and free reservesof 9. ic Initiatives Private Limited 1 45,68,663 ji (xi AzimPremji TMt the Company, based on both standalone and consolidated audited financial statemenls ot the Company, as per 10. Azim Prem Trust C'l 55,&l,76,017 applicableprovisions ofthe CompaniesAct and Buyback Regulations. Date of Nature of No. of Face Issue/Acquisition Conslderallon (Cash, Total 3,91 ,74,17,716 1.4 The Buyback Size does not Include any transaction cosls viz. brokerage, applicable taxes such as buyb Transaction Transaction EquityShares Value (Rs.) Price (Rs.) other than cash etc.) ack taK Note: "' (the 'Buyback Tax"), securitiestransactiontax, goods and servicestax, stamp duty, e penses incurredor to be June 15, 2017 Bonus 35,25,22, 142 2 1. Mr. Azim H P1!1 mJ1 has disclaimed Ille beneficial ownership of equity shares held by Azim Premji Philanthropic incurredforthe Buybacklike filingfees payable to SecuriUes and ExchangeBoardofIndia (the ·sEBI"), advisors/legal March a, 2019 Bonus 20,61,53,875 2 lnitiattves Private Limited. fees, publicannouncement publication expenses and otllerincidentaJano related expenses, etc. Total 5S,86,76,011"' 2. Mr.Azim HPremji has dlsdalmedthe beneficial ownership ofequity shares heldbyAzim Prem/I Trust 1.5 The Equity Shares are listed on the BSE Limited (the BSE") and the NalionaJ Stock Exchange of India Limited Note: ( ( y' 7 .2. The Buyback will notresult In any beneflttothe Promoter and PromoterGroupor any DlrectorsoftheCompanyexcept Shares lhe NSE') (lhe "ADSs"), hereinafter as el/ldenced together referred byAmerican to as Depositary the stock Recelpts(the Exchanges") "ADRs') . The Compan , aretraded s In American the U.S. on Depositary the New to the extent ofthe cash consideration received by them from the Companypursuantto their respective participationin 1. Originally received 39,90,65, 641 equitysharos ofRs. 21-each as bonus.An aggregate or 19,87, 22,670 equity shares the Buybackin their capacity asequityshareholdersofthe Company, and the change in theirshareholdingas perthe were accepted purauantlo the buyback by the C,ompany on January 15, 2021 at a price ofRs. 400/- perequity share, York Stock Exchange (the"NYSE"). outofwhich4,65,43,499waspartoflhisallotment responsereceived in the Buyback, as a resultofthe extinguishmentofEquity Shareswhichwill lead to reduction inthe 1.6 The Buyback is being undertaken on a proportionate basis from the equity shareholders of Equity Shares of the equityshare capitalofthe Companypost Buyback. 2. Mr. Azim H Premji has disclaimed !habeneficial ownership ofequityshal!ls held byAzim Pmmji Trust. Company, inciuding the promoters and promoter grouJ) of the Company (inciuding members thereof) and their ity 8. CONFIRMATIONSFROM THE COMPANY AS PER THE PROVISIONS OF THE BUYBACK REGULATIONSAND associates who hold Equity Shares or persons in control (including such persons acting in concert) who hold Equity 7.3. The details ofthe date and price of acquisitionof the Equ Shares that the Promoter and Promoter Group intend to ( ) ( tenderare set-out below: THE COMPANIESACT Shares as on lhe Record Date as defined below the "Eligible Shareholders") through the tender offer process ) ity ly prescnbed under Regulation 4(1v)(a) of the Buyback Regulations. Additionally, the Buyback shall be, subject lo (ij AzimH Premji all the Equ Shares ofthecompany areful paid-up; applicable laws, implemented by tendering of Equity Shares by Eligible Shareholders and settlement of the same Date of Nature of No. of Face Issue/ Acquisition Consideration {Cash, i) the Company shall nof issueanyEquily Shares or specified securities, including by way ofbonus, fromthedate through the stool<. exchange mechanism as specified by the SEBI in its circular bearing reference number Transaction Transaction Equity Shares Value (Rs.) Price !Rs.I other than cash etc.I of dedaration of results of the postal ballot for special resolution passed by the shareholders approVing the CIRICFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circular bearing reference number June 29, 2004 Bonus 62,46,589"' 2 - proposed Buyback, until lhe date of expiry ofthe Buybackperiod; CFD/OCR2/CIR/P/2016/131 dated December 9, 2016 and circular beanng reference number SEBIIHO/CFDIDCR­ AU(!Usl24, 2005 Bonus 1,85,11 ,620 2 - ii) exceptin dischargeofits subsisting obligations, theuyba Companyshall notraisefurther capitalfora period ofsix (Sl IIIICIRIP/2021I615 daled.Augusl 13, 2021, as amended from time to time (collectively. the "SEBI CJrculars"). In this - months or one (1) year from the expiry or the B ck period, as may be applicable in accordance with June 17, 2010 Bonus 2,46,82,160 2 regard, Ille Company will requesl lhe BSE and NSE to provide the acquisition window for facilitating tendering of - applicable Jaw; Equity Shares under the Buyback. Forthepurposesofthis Buyback, the BSEwilJbe the designated stockexchange. June 1 5, 2017 Bonus 6,17,05,400 2 ty - v) the Company shall not buyback locked-in Equi Shares and non-transferable Equity Shares until the pendency 1 .7 Participation in the Buyback by Eligible Shareholders may trigger tax on distributed income lo such Eligible Marth 8, 2019 Bonus 4,11 ,36,933 2 ofthe lock-in ortilllhe Equity Shares become transferable: Shareholders ("Buyback Tu ) in India and such Buyback Tax is to be discharged by the Company. Any income Total 15,22,82,702 (V) the Company shall not buyback its Equity Shares lrom any person through a negoliated deal whether on or off received by Eligible Shareholders pursuantto Iha Buybackofshareswill not be included In the total taxableincome of Note: the Stock Exchanges or through spot transaclionsor through any private anangement in the implementationof such In due shareholders. course, the The Elig ible transaction Shareholderswill ofthe Buyback receive would a letter also be of chargeable offer, which to will securities contain transaction a more detailed taxes note In India. on 1. Outoforiginally a/lolled 1,23,41,080 equity shares ofRs. 21- each as bonus, an agg/1/ga/e of60,94,491 equity shares the Buyback; wem tendered arid accepted pursuant lo the buyback by the C,ompany on September 9, 2019 at a prioe ofRs. 3251- (Vi) there are no defaults subsisting in the repayment of any deposits nciuding interest payable thereon), taxation. consult theirown However, legal, in Viewofthe financial and particu taxadvison;prior lariz.ed nature to oftax participating consequences,the in the Buyback. Eligible Shareholdersare advised to per equity share. Additionally, out of the originally allotted 12,34,108 equity shares of Rs. 10/- each as bonus on redemption of debentures or preference shares, payment of dividend or repayment of any term loans to any January 22, 1998 andsubsequently adjusted forsplit Into shares of race value ofRs. 21- each as on Ille recoro date on financial institution or banks (including interest payable thereon); 1 .8 A copy ofthis Publk:Amooncemenlis available on the j website of the Company atht1pst/www.wipro. October 14, 1999, an aggregate of 61, 70,540 equity sharos wera tendered and accepted on Seplember 9, 2019 (vii) the Company has been in compliancewith Sections92, 123, 127 and 129ofthe COmpaniesAct; the webstteofIha Managerto Iha Buybackwww. mfl.comand is lll(peded lo be available on the website oflheSEBI al purauantto the buyback by the Company ata price ofRs. 3251-perequity sharo. ( ) uyba ( ) during the period of the Buyback and on the website of the Stock Exchanges at wwwbselnd[a @ID Viii lhe aggregateamount of the B ck. i.e. Rs. 120,00,00,00,000 /- Rupees Twelve ThousandCrores Only , wwwsebj goyio (il) Yasmeen APremjl does not exceed 25% of the aggregate of the total paid-up capital and free reserves of lhe Company as per the alld WtfWnsejndja com. Date of Nature of No. of Face Issue/Acquisition Consideration (Cash, latest auditedstandaloneand consolidated balancesheet ofthe COmpanyas at March 31 , 2023; 2. NECESSITYOFTHE BUYBACK Transaction Transaction Equitv Shares Value (Rs.l Price !Rs.I otherthan cash etc.I ) ty ( ty CtX the maximumnumberof Equi Shares proposed to be purchased under the Buyback, I.e., up to 26,96.62,921 2.1 . The Buyback is being undertaken by the Company to return surplusfunds to its equi shareholders, which are over June 29, 2004 Bonus 1,64,794 "' 2 - Equity Shares), doesnot exceed 25%ofthelotal numberof Equity Shares inthe paid-up Equity Share capitalas and and above cost-efficient its ordinarycapital manner. The requiremenls Buyback is being and undertakenfor in excess ofany the current following investment reasons: plans, in an expedient, effective Aui1ust 24, 2005 Bonus 3,28,800 2 per the latest audited standaloneand consolidaled balance sheetoftheCompany as at Ma.rch 31 , 2023; June 17 2010 Bonus 4 25 066 2 - (x) the Company shall notmakeany offerofbuybackwithina periodof one (1) yearreckonedfromthe dateofexpiry (I) The Buyback will help the Company to distribute surplus cash to ils shareholdersholdingEquity Shares broadly in -June 15. 2017 Bonus 1062666 2 ofthe Buyback period; proportionto their shareholding, lhereby enhancingthe overall returns to shareholders; - ) Marth 8, 2019 Bonus 7,08,444 2 (.xi there is no pendency of any scheme of amalgamation or compromiseor arrangement pursuantto the proVisions (ii) The Buyback, which is being implemented lhrough the tender offer route as preoo-ibed under the Buyback ( Total 26,89,770 of theCompanies Act, asondate; Regulations, would involve a reservalion of up to 15% of the Buyback Size for Small Shareholders as defined below). The COrnpany believes that this reservation of up to 15% for SmaU Shareholders would benefit a large Note: (.xii) the ratio of the aggregate ofsecured and unsecured debts owed by the Company shall not be more than twice numberofthe Company's public shareholders, whowould be classmedas·small Shareholders·: 1. Originally allotted 2, 19,200 equity sharos of Rs. 21- each as bonus. An agglllgale of 1,44,006 equffy shams were lhe consolidated paid-up financialstatemenls Equity Share capital ofthe and Company, free reserves whicheversetsout after the Buyback the loweramount based on both standalone and (iiij The Buybackwould help in improving nancial ratios like earnings pershareand return on equity, by reducingthe tendered and accepted on September 9, 2019 purauant to the buybackby the Company at a price of Rs. 3251- per equilybase ofthe Company: and equity shal!I, ofwhich 54,406 equityshamswero part ofthis allotment. (.xiii) the Campany shall not directly or indirectly purchase its Equity Shares through any subsidiary company ) (lll)Rishad Azim Premjl including itsown subsidiarycompanies or through any inveslmentcompanyor groupofinvestmentcompanies; (iv) The Buybackgives lhe Eligible Shareholders the choiceto either(A participatein the Buyback and receive cash in lieu of their Equity Shares which are accepled under the Buyback, or (Bl nol to participate in the Buyback and (.xiv) covenantswilhlenders are not being breached pursuant lo the Buyback; Date of Nature of No. of Face Issue/ Acquisition Consideration (Cash, get a resultant increase In their peroentage shareholding In the Company post the Buyback, without addiUonal Transaction Transaction Eouitv Shares Value (Rs.) Price (Rs.) otherthan cash etc.) (xv) the Companyshall not use borrowed funds from banks orfinancialinstitutions in fulfilling its obligations underthe investment - Buyback; and August 24, 2005 Bonus 2,14,948"" 2 3, MAXIMUMNUMBEROF SECURITIESTHAT THE COMPANY PROPOSES TO BUYBACK - (xvi) the COrnpanyshall notwithdraw the Buybackoffer afterthepublicannouncementoftheBuybackis made. June 17, 2010 Bonus 3,78,666 2 3.1 .The Company proposesto buyback up to 26,96,62,921 [Twenty Six Crore Ninety Six Lakh Sixty TwoThousand Nine - 9. CONFIRMATION BY THE BOARO June 1 5, 2017 Bonus 6,116,666 2 Hundred and Twenty Oneonly) fully paid-upEquitySharesoffaoevalueof Rs. 21- (RupeesTwo only) each. . - The Board of the Company has confirmedthat H has made a full enquiryinto the affairsand prospects of theCompany Marth 8, 2019 Bonus 4,57.777 2 4. THE BUYBACKPRICEANDBASIS OFDETERMININGTHE BUYBACK PRICE and ha.sformed the opinion: Total 17,38,057 4.1 .The Equity Sharesofthe Companyare proposed lobe bought backata price ofRs.445/- (Rupees Four Hundred and a. lhat Immediately followingthe dateoowhich lhe meeUng ofthe board ofdirectors Isconvened.I.e. April 27, 2023 or Forty-Five only) perEquity Share. Note: following thedate on whichthe resultof shareholders'resolutionwill bedeclared [the 'Postal BallotResohrtion"), yb ( rty } ty 1. Originally allotted 3, 08,000 equity shares ofRs. 21· each as bonus, out ofwhich an agglllgale of93,052 equity shares approving lhe Buyback, there will be no grounds on whichthe Companycould befound unableto pay ilsdebts; 4.2.The Bu ack Price of Rs. 445/- Rupees Four Hundred and Fo -Five only per Equi Share was arrived at after considering various factors such as 0) the share price benchmarKS on the NSE, the stock exchange where the were tendered arid accepted on September9, 2019 pursuant to the buyback by the Company at a prioe ofRs. 3251- b. that as regards the Company'sprospectsfor the yearimmediately followingthe date on which the meetjng of the maximum volumeof tradingin the Equity Shares isrecorded, (ii) the net worthoftheCompany, and ii) the impact on perequllyshare. board of directors is convened, i.e. April 27, 2023 orthe Postal Ballot Resolution that, haVing regard to the Board's the eamlngs perEqulty Share. (lv)TartqAzlmPremjl lntenijon with respectto lhe managementofCompany's businessduringthatyearand to the amount and character 4.3.The Buyback Price represents a premium of 15.38% over the volume weighted average market price of the Equity Transaction Date of Transaction Nature of Eq11ity No. Shares of Value Face (Rs. } Issue/ Price Acquisition (Rs.) Consideration otherthan cash {Cash, etc.) of the financial resources which will, in the Board's View, be available lo the Company during that year, the Shares on the NSE for lhe 60 (sixty) tradingdays preceding the date of lnUmallon tothe Stock Exchanges of the Board Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a Meeting to consider the proposal of the Buybackand 21.80% over the volume weighted average market price of the June 29, 2004 Bonus 43,589''' 2 - period of one ( 1 l yearfrom thedate ofthe Board Meeting i.e. April27, 2023orthe Postal Ballot Resolution; and Equity Shares on the NSE forthe 10(ten) 1Jadingdays preceding the date ofintimaUon tothety Stock Exchangesofthe August 24, 2005 Bonus 79,500 2 - c. that In forming an opinion forthe abovepurposes,the Boardhastaken lntoaccounlthe lia.bilities as iftheCompany Board Meeting to considerthe proposal ofthe Buyback. The dosing market price ofthe Equi Shares as on the date June 17, 2010 Bonus 1 ,06,000 2 - was being wound up underthe provisions ofthe COrnpaniesAct1956, COmpaniesAcl,2013 orIha Insolvency and of intimation of the Board Meeting forconsidering the Buyback, being April 21,2023, was Rs. 368.05 on NSE and - Banl

ParticipatingIn continued from Iha previous Buyback page. may result in ADS holders receiving lessproceeds than what could be obtained by 12.4.As defined in Regulation 2(i)(n] o1 the Buyback Regulations, a "small shareholder" is a shareholder who holds ix. Bigible Shareholders who have tendered their demat shares in the Buyback shall also provide all relevant sa111naADSson the NYSE. equityshareshaving market value, on thebasisofclosing priceon the stock exchange havinghighesttradingvolume sent. documents,which Such documentsmay are necessa,y include lo (but ensure notlimitedto): transferability (a) dulyattested of thedemat power shares of in attorney, respect of ttany the person tenderform other to than be (iB) Tax and Regulalory Considerations as onthe RecordDate,ofnotmorethan Rs. 2,00,000/-(Rupees Two Lakhsonly). Participation in the Buyback will uigge< the Buyback Tax to be discharged by the Company, however, income 12.5.ln accordance with Regulation 6 of the Buyback Regu ations, 15% of the number of Equity Shares which the lhe certificate egal El ible Shareholder heirship certificate, has signed in case the any tender Eligible form; Shareholder (b) duly attested is deceased, death or certificate court approved and succession scheme of received pursuantlo such Buyback sh.all be exempt from income tax in India.ADS holdersare advised to consult Company proposes lo buyback or such number of Equity Shares entitled as per the shareholding of small theirown legal, financialandtax advisorsprior lo participatingInthe Buybackand requesting that theDeposita,y shareholders as on the R.ecord Date, whichever is higher, Shall be reserved for the small sharel'IOlders as partof this merger/amalgamafion authorizations[induding for board a company; and/orgeneral and meeting (c) in case resol ution) of companies, . the necessary certified corporate effectan Equity ShareWithdrawal, including advice related to any related regulatory approvals and U.S., Indian Bu ack. and othertax considerations.In addition, priofto submitting anyADSs forwithdrawal,AOS holders areadvisedto 12.6.Based ontheholding on the Record Date, the Company wil determine theenti11ementofeach Eligible Shareholderto 13.13.Procedure tobe followed by EllglbleShareholders holding Equity Shares inthe physicalform: . confirm thatthey havea BrokerageAcoount in India thatcanta e deli18,yoftheEquity Shares. tender their shares in the Buyback. This entitlement for each Eligible Shareholder will be calculated based on the The procedure isasbelow: Special noticetosecurity holdersIn the United States number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of the Buyback required Eligible SMreholdets to approach the who Stock are Brokeralong holding physica with l Equity thecomplete Shares setof and intend documents to participate forverification in the proceduresto Buyback l'lill be be The Buyback is being made for serurities of an Indian company and is subjectto the laws of India. It is important applicable in the catego,y to which such shareholder belongs. In accordance with Regulation 9(ix) of the Buyback forU.S. securitiesholdersto beawarethat the Buyback Issubjecttotender offer laws and regulationsin Indla that carried oul induding the (i) original share certificate(s), (ii} valid share transferfonn(s) duly filled and signed bylhe Regulations, inorderto ensurethatthe same shareholders with multipledemataccountslfollos do not receive a higher are different fromthose in the U.S. and documents related to the Buybackwill be prepared in accordancewith transferors (i.e., by all registered shareholdersin same orderand asperthespecimensignaturesregistered with entiUement under the Small Shareholder categoiy, the Company will dub together the equity shares held by such lhe Company) and duly witnessed at Ihaappropriate place authorizing the transfer in favor of the Company, (iii) Indian f011T1at and style, which differs from customa,y U.S. f011Tiatand style. Certain U.S. federal securities laws shareholders with a common Permanent Account Number (the 'PANrJ for determining the cateqo,y (Small apply to the Buyback as there are U.S. holders of Equity Shares and ADSs. The Buyback is being treated in 1he self-attested copy of the shareholder's PAN Card, and (iv) any other relevant documents such as power of Shareholderor General) and entitlementunder the Buyback. In case of joint shareholding, the Companywill club attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death U.S. as one to which the 'Tier r exe