TENDER FORM FOR ELIGIBLE SHAREHOLDERS

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMAT

FORM)
Bid Number:
Date:
BUYBACK OPENS ON: Friday, December 1,
/1203320063319733 2023
MEHUL CHOUHAN BUYBACK CLOSES ON: Thursday, December 7,
HOUSE NO. REHTI WARD NO.02 2023
MALIWAYAN
For Registrar / collection centre use
SEHORE - 466446
Inward No. Date Stamp
Joint Holder 1 -
Joint Holder 2 -

Status (Please tick appropriate box)

Individual FPI Insurance Co.
Foreign Co. NRI/OCB FVCI
Body Corporate Bank / FI Pension Fund/ PF
VCF Partnership/LLP Others (specify)
Mutual Fund Other QIBs Other NIBs

India Tax Residency Status: (Please tick appropriate box)

Resident in Non-Resident in Resident of
India India ……………
(Shareholder to fill
the country of
residence)

To,
The Board of Directors
Tata Consultancy Services Limited
C/o. Link Intime India Private Limited
C-101, 247 Park, L.B.S Marg, Vikhroli (West),
Mumbai, Maharashtra 400 083
Tel: 8108114949; Fax: +91 22 4918 6195
Dear Sir/Madam,
Sub: Letter of Offer dated [November 27, 2023] to Buyback up to 4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five)
Equity Shares of Tata Consultancy Services Limited ( “Company”) at a price of ₹ 4,150/- (Rupees four thousand one hundred and fifty only) per
Equity Share (“Buyback Price”), payable in cash ( “Buyback”)
1. I / We (having read and understood the Letter of Offer dated [November 27, 2023]) hereby tender / offer my / our Equity Shares in response to the
Buyback in accordance with the terms and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to
extinguish the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens, equitable interest,
charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity
Shares for Buyback and that I / we am / are legally entitled to tender the Equity Shares for Buyback.
5. I / We agree that the Company will pay the Buyback Price only after due verification of the validity of the documents and that the consideration will be
paid as per secondary market mechanism and the provisions of Buyback Regulations and circulars issued by SEBI.
6. I /We agree that we will have to ensure to 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, I / We will have to ensure to keep the bank account attached with the DP account active
and updated to receive credit remittance due to acceptance of Buyback of equity shares by the Company.
7. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buyback is on me / us.. I / We agree to compute appropriate
gains on this transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized dealers/ tax
advisors appropriately.
9. Non-Resident Shareholders (including NRIs, OCBs, FPI and Foreign Nationals) are requested to enclose a consent letter indicating the details of transfer
i.e., number of Equity Shares to be transferred, the name of the investee company whose shares are being transferred i.e., “Tata Consultancy Services
Limited” and the price at which the Equity Shares are being transferred i.e., “Price determined in accordance with the Buyback Regulations” duly signed
by the Shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.
10. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I /
We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of equity
shares by the Company, copy of tax return filed in India, evidence of the tax paid etc., whenever called for.
11. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender /
offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act, 2013, the SEBI
(Buy-back of Securities) Regulations, 2018, and the extant applicable foreign exchange regulations. I/we agree that this form is deemed to be my consent
letter for any filings under the Foreign Exchange Management Act, 1999 (FEMA) and the rules made thereunder.
12. I / We agree to receive, at my/our own risk, the invalid / unaccepted Equity Shares under the Buyback in the demat account from where I / we have
tendered the Equity Shares in the Buyback.
13. Details of Equity Shares held and tendered /offered for Buyback:

Particulars In Figures In Words

Number of Equity Shares held as on Record Date (November 25, 2023) 1 ONE ONLY
Number of Equity Shares Entitled for Buyback (Buyback Entitlement) 0 ZERO ONLY
Number of Equity Shares offered for Buyback
Note: An Eligible Shareholder may tender Equity Shares over and above his / her / its Buyback Entitlement. Number of Equity Shares validly tendered by
any Eligible Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by
any Eligible Shareholder over and above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with the Letter of Offer.
 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.

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Acknowledgement Slip: TCS Buyback Offer 2023

(to be filled by the Eligible Shareholder) (subject to verification)

DP ID Client ID
Received from Mr./Ms./Mrs./M/s
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (in words)
Please quote Client ID No. & DP ID No. for all future correspondence Stamp of Broker

14. Details of Account with Depository Participant (DP):

Name of the Depository (tick whichever is applicable) NSDL CDSL

Name of the Depository Participant
DP ID
Client ID

15. Equity Shareholders Details:

Particulars First/Sole Joint Shareholder Joint Shareholder Joint Shareholder

Shareholder 1 2 3
Full Name(s) of the Shareholder
Signature(s)*
PAN
Address of the Sole/First Shareholder
Telephone No. / Email ID
* Corporate shareholder must affix rubber stamp and sign under valid authority. The relevant corporate authorisation
should be enclosed with the application form submitted.

16. Applicable only for all Non-resident shareholders - I/We, being a Non-Resident Shareholder, agree to obtain and submit all
necessary approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank
of India (“RBI”) under Foreign Exchange Management Act, 1999, and the rules and regulations framed there under ( “FEMA
Regulations”), for tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if
applicable, under the FEMA Regulations and any other rules, regulations and guidelines, in regard to remittance of funds outside
India / We undertake to return to the Company any consideration in respect of the Buy-back that may be wrongfully received by
me / us/ We undertake to pay applicable income taxes in India on any income arising on such Buyback and taxable in
accordance with the prevailing income tax laws in India within 7th day of the succeeding month in which the shares are bought
back by the Company. I/ We also undertake to indemnify the Company against any income tax liability on any income earned on
such Buyback of shares by me/ us to the extent the same is taxable in India.

INSTRUCTIONS
1. The Buyback will open on Friday, December 1, 2023 and close on Thursday, December 7, 2023.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the
Letter of Offer and this Tender Form.
3. In case of Eligible shareholders holding and tendering equity shares in demat form, submission of Tender Form and TRS is
not required. Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Buyback would
have to do so through their respective Stock Broker by indicating the details of Equity Shares they intend to tender under the Buyback.
For Further details, please see the procedure as specified in the section entitled “Procedure for Tender Offer and Settlement” of the
Letter of Offer..
4. The Equity Shares tendered in the Buyback shall be liable to be rejected if (i) the shareholder is not a shareholder of the Company as
on the Record Date, (ii) if there is a name mismatch in the demat account of the shareholder, (iii) in case of receipt of the completed
Tender Form and other documents but non-receipt of Equity Shares in the special account of the Clearing Corporation, or (iv) a non-
receipt of valid bid in the exchange bidding system.
5. 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.
6. In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the
process of getting the successor company as the registered Shareholder is still incomplete, then such entity along with the Tender Form
should file a copy of the following documents: (i) Approval from the appropriate authority for such merger; (ii) The scheme of merger;
and (iii) The requisite form filed with MCA intimating the merger.
7. 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 such Eligible Shareholder’s LEI number with the relevant
supporting documents such as the LEI registration certificate to the Registrar by email at [email protected] latest by 5
pm on the Buyback Closing Date.
8. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the Buyback by providing
their application in plain paper in writing 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, Depository Name, DP ID,
beneficiary account number and number of Equity Shares tendered for the Buyback.
9. Eligible Shareholders to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement
in whole or in part or in excess of their Buyback Entitlement, but not exceeding their holding as on the Record Date.
10. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their
interests in this regard.
11. 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.

All capitalised items shall have the meaning ascribed to them in the Letter of Offer.
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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO
REGISTRAR TO
THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre:
TCS Buyback Offer 2023
Link Intime India Private Limited
C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Maharashtra, Mumbai 400 083, India
Tel: 8108114949; Fax: +91 22 4918 6195; Email: [email protected]
Website: www.linkintime.co.in
Contact Person: Mr. Ajit Patankar
Investor Grievance Id: [email protected]
SEBI Registration Number: INR000004058
Corporate Identity Number: U67190MH1999PTC118368