Frequently Asked Questions (FAQs) on Buyback 2023

BUYBACK DETAILS
1. What is the Buyback Offer size?
The Buyback Offer size in terms of Equity Shares to be bought back, will be
4,09,63,855 (Four crore nine lakh sixty three thousand eight hundred and fifty five)
fully paid-up Equity Shares and for an aggregate amount not exceeding ₹17,000 crore
(Rupees seventeen thousand crore only), which represents 1.12% of the total issued and
paid-up equity share capital of the Company, as on September 30, 2023.

2. How many shares will the Company buy back?

The Company will buyback up to 4,09,63,855 (Four crore nine lakh sixty three
thousand eight hundred and fifty five) fully paid-up Equity Shares or lesser depending
upon the final price determined by the Board/Buyback Committee.

3. What is the Buyback Offer Price?

The Equity Shares will be bought back at a price of ₹4,150 (Rupees four thousand one
hundred and fifty only) per Equity Share, subject to any increase, as may be approved
by the Board/Buyback Committee.

4. What is the mode of Buyback implementation?

This Buyback offer will be implemented through “Tender Offer” route through the
stock exchange mechanism, in terms of the Securities and Exchange Board of India
(Buy-Back of Securities) Regulations, 2018, as amended from time to time.

5. I read this Buyback is via “Tender Offer”. What is that? What do you mean by
“Tender Offer”?
As per Regulation 2(1)(q) of the Securities and Exchange Board of India
(Buy-Back of Securities) Regulations, 2018 “Tender Offer” means an offer by a
company to buyback its own shares or other specified securities through a letter of offer
from the holders of the shares or other specified securities of the company.
In a “Tender Offer” process, a shareholder will have to approach his selling member
(stock broker) registered with the exchanges for tendering equity shares in the buyback
offer.
For the Buyback, the shareholder has to approach the selling member registered with
designated stock exchange for tendering the shares, through the selling member
(broker), using the Acquisition Window of the Designated Stock Exchange.
This process is similar to the secondary market stock exchange mechanism.

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 POSTAL BALLOT RELATED

6. What is the cut-off date for e-voting ?

The cut-off date for e-voting is October 6, 2023.

7. Who is eligible to exercise his vote as a Member?

A person who is a Member as on the cut-off date is eligible to vote for Postal Ballot.

8. What is the remote e-voting period? Or when can I vote on the resolutions
provided in Postal Ballot Notice?
Remote e-voting period is from Tuesday, October 17, 2023, 9.00 am IST to Wednesday,
November 15, 2023, 5.00 pm IST.

Members have the option to cast their vote on any of the resolutions using the remote
e-Voting facility during the aforementioned period.

9. How do I vote on the resolutions provided in Postal Ballot Notice?

a. Login method for remote e-Voting for Individual shareholders holding securities
in demat mode: Kindly refer to Note No. 5 of the Postal Ballot Notice.

b. Login method for e-Voting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical
mode: Kindly refer to Note No. 5 of the Postal Ballot Notice.

10. How do I register my email id for receiving Postal Ballot Notice?

Members whose e-mail addresses are not registered with the
Company/Depositories, to receive the Postal Ballot Notice may register their email
addresses on or before 5:00 p.m. (IST) on Wednesday, November 8, 2023 by clicking
on the link: https://tcpl.linkintime.co.in/EmailReg/email_register.html and completing
the registration process as guided therein. Kindly refer to Note No. 2 of the Postal Ballot
Notice.

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11. I purchased shares on October 6, 2023, however not received the postal ballot
notice?
Any purchase or buy order is completed on T+1 day (excluding any Saturday, Sunday
and public holidays), where T is the day on which you place the order.

If you buy Equity Shares on October 6, 2023, you will not receive the Postal Ballot
Notice for the Buyback, as you will not be a shareholder of the Company as on the
Cut-off Date.

12. What is the helpline number in case of any queries or difficulties faced at the time
of e-voting?
In case of any grievances connected with facility for e-voting, please contact
Ms. Snehal Bhame, Assistant Manager, NSDL, email: [email protected] , toll free no:
+91 22 24997000/ +91 22 48867000.

13. What will be the impact of tax on buyback?

The Company will pay buyback tax as provided under the Income Tax Act, 1961. As
the Company will pay the buyback tax, any proceeds would be exempt from taxation
under the Income Tax Act, 1961 for the shareholders. However, non-resident
shareholders may be subject to additional tax in their country of jurisdiction. Detailed
note on taxation would form part of the Letter of Offer. All shareholders are requested
to consult their tax advisors.

14. What are the expenses/costs to be borne by shareholders?

Equity Shareholders who intend to participate in the Buyback should consult their
respective broker for payment to them of any cost, applicable taxes, charges and
expenses (including brokerage) that may be levied by the broker upon the selling
Eligible Shareholder for tendering Equity Shares in the Buyback (secondary market
transaction).

TENDERING OF SHARES RELATED

15. Is it compulsory to participate in this Buyback?

Participation in the Buyback is voluntary. Eligible Shareholders may choose to
participate in part or in full or choose not to participate in the Buyback.

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16. Do you think, I should participate in this offer? Is this offer good?
We are not in a position to guide you in this matter and request you to obtain
independent financial and legal advice with respect to your participation in the
Buyback.

17. Do I tender shares now or what is the last date of tendering shares or when is the
Buyback offer opening?
On obtaining the approval from the Shareholders for the buyback of shares, by way of
special resolution, the Buyback offer period will be decided by the Company and
communicated to the shareholders through a Letter of Offer. During the offer period,
the shares can be tendered.

18. Upto what date, can I purchase shares to participate in the tendering offer?
To participate in the tendering offer, the name of the shareholder should be reflected in
the Register of Members of the Company or Register of Beneficial Owners maintained
by the Depositories as on the Record date fixed for this purpose.

19. What is the Record Date?

Record Date for the Buyback will be fixed after obtaining the approval of the
shareholders by way of special resolution for buyback of equity shares. The Record date
will be for determining the Buyback Entitlement and the eligibility of the shareholders
to participate in this Buyback. Once Record date is finalized, will be intimated to the
stock exchange and uploaded on the website.

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