Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021

Corporate Identity Number (CIN): L22210MH1995PLC084781; Tel: 91 22 6778 9595

E-mail: investor.relations@tcs.com; Website: www.tcs.com

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and
Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, read with the
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 and General Circular No. 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs
(“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the Resolution appended below for seeking approval for Buyback of
Equity Shares, is proposed to be passed as a Special Resolution by the Members of Tata Consultancy Services Limited (“Company”) through
Postal Ballot only by voting through electronic means (“remote e-voting”). Communication of assent or dissent of the Members would take
place only through the remote e-voting system.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose
e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please
follow the process provided in the Notes to receive this Postal Ballot Notice.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting
out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors
of your Company at its meeting held on January 12, 2022, has appointed Mr. P. N. Parikh (Membership No. FCS 327) and failing him
Ms. Jigyasa Ved (Membership No. FCS 6488), of Parikh & Associates, Practising Company Secretaries, as the Scrutinizer to conduct the Postal
Ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Friday, January 14, 2022 and ends at 5.00 p.m. (IST)
on Saturday, February 12, 2022. The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon
completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at or before 5.00 p.m.
(IST) on Tuesday, February 15, 2022.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the
Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website
https://www.tcs.com/events/tcs-buyback-2022 and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com.

RESOLUTION:

APPROVAL FOR BUYBACK OF EQUITY SHARES

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Article 11 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 110 and all
other applicable provisions, if any, of the Companies Act, 2013 (“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

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(Buy-Back of Securities) Regulations, 2018 (“Buyback Regulations”), as amended from time to time, 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, consent of the Members, be and is hereby accorded for the buyback by
the Company of up to 4,00,00,000 (Four crore) of its fully paid-up Equity Shares of face value of ₹1 (Rupee One) each (“Equity Shares”)
(representing 1.08% of the total issued and paid-up equity share capital of the Company) 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 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 and audited condensed
consolidated interim financial statements of the Company as on December 31, 2021, 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” 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 (“SEBI Circulars”).”

“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 Institutional Investors (“FIIs”)/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 be and is hereby authorized to delegate all or any of the powers conferred hereinabove as it may in its
absolute discretion deem fit, to any Committee of Director(s)/any one or more Director(s)/Officer(s)/Authorised Representative(s)
(“Buyback Committee”) of the Company in order to give effect to this resolution, including but not limited to finalizing the terms of the Buyback
such as record date; entitlement ratio; the time frame for completion of Buyback; appointment of merchant bankers, registrars, brokers,
lawyers, depository participants (“DPs”), escrow agents, advisors, consultants, intermediaries, other agencies, as may be required,
for implementation of the Buyback; preparation, finalizing, signing and filing of the Public Announcement, Draft Letter of Offer/Letter of Offer
and such other necessary applications, undertakings, agreements, papers, documents and correspondence, if required under the Common
Seal of the Company, to be filed in connection with the Buyback with SEBI, RBI, stock exchanges where the Equity Shares of the Company are
listed, Registrar of Companies, Depositories and/or other regulatory and/or statutory authorities as may be required from time to time and
obtain their approvals and to initiate all necessary actions including opening, operation and closure of necessary bank accounts
(including escrow account), issuance of bank guarantee in favour of the merchant bankers, or deposit of acceptable securities with appropriate
margin with the merchant bankers, entering into agreements, release of public announcement, filing of declaration of solvency, obtaining all
necessary certificates and reports from statutory auditors and other third parties as required under applicable law, extinguishment of
dematerialized shares and physical destruction of share certificates in respect of the Equity Shares bought back by the Company.”

“RESOLVED FURTHER THAT nothing contained herein shall confer any right on the part of any Members to offer and/or any obligation on the
part of the Company or the Board or the Buyback Committee to Buyback any shares, and/or impair any power of the Company or the Board or
the Buyback Committee to terminate any process in relation to such Buyback, if so permissible by law.”

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“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board and the Buyback Committee be and are hereby
empowered and authorised severally on behalf of the Company to accept and make any alteration(s)/modification(s) to the terms and
conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements or any conditions
laid down by any regulatory or other authority while giving its approval as well as to give such directions as may be necessary or desirable, to
settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as the Board and/or any person
authorised by the Board of Directors may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection
with or for matters consequential to the Buyback without seeking any further consent or approval of the Members or otherwise to the end
and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.”

By Order of the Board of Directors

Pradeep Manohar Gaitonde

Company Secretary
Membership No. ACS 7016
Mumbai, January 12, 2022

Registered office:
9th Floor, Nirmal Building,
Nariman Point, Mumbai 400 021
CIN: L22210MH1995PLC084781
Tel: 91 22 6778 9595
E-mail: investor.relations@tcs.com
Website: www.tcs.com

NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material
facts and reasons for the proposed resolution is annexed hereto. It also contains all the disclosures as specified in the
SEBI (Buy-Back of Securities) Regulations, 2018.

2. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose
e-mail addresses are registered with the Company/Depositories.

If your e-mail address is not registered with the Company/Depositories, you may register on or before 5:00 p.m. (IST)
on Saturday, February 5, 2022 to receive this Postal Ballot Notice by completing the process for registration of e-mail address as under:

Click on the URL: https://tcpl.linkintime.co.in/EmailReg/email_register.html

a. Select the Name of the Company from dropdown: Tata Consultancy Services Limited.

b. Enter DP and Client ID (if shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account
Number (“PAN”). In the event PAN details are not registered for physical folio, Member to enter one of the Share Certificate number.

c. Enter Mobile number & e-mail ID.

d. System generated One Time Password (“OTP”) to be sent on mobile number and e-mail ID.

e. Enter OTP received on mobile number and e-mail ID.

f. Click on Submit button.

g. System will then confirm the recording of the e-mail address for receiving Postal Ballot Notice dated January 12, 2022.

Members may note that this Postal Ballot Notice will also be available on the Company’s website,
https://on.tcs.com/Notice-Postal-Ballot-2022, websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE
Limited, www.bseindia.com and National Stock Exchange of India Limited, www.nseindia.com and on the website of NSDL,
www.evoting.nsdl.com.

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3. The documents referred to in this Postal Ballot Notice and the Explanatory Statement such as the Articles of Association of the Company,
the Auditors Report dated January 12, 2022 and the audited condensed interim financial statements of the Company as on
December 31, 2021, are uploaded on the website of the Company https://on.tcs.com/Inspection-of-Documents–Buyback-2022 to
facilitate online inspection until last date of remote e-voting.

4. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of e-voting i.e. Saturday,
February 12, 2022.

5. The instructions for remote e-voting are as under:

i. In compliance with the provisions of Sections 108 and 110 of the Act, Rules 20 and 22 of the Rules, Regulation 44 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), MCA Circulars and
SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-voting Facility provided by Listed Entities,
the Company has provided the facility of remote e-voting to all Members, to enable them to cast their votes electronically. The Company
has engaged the services of NSDL to provide remote e-voting facility to its Members.

ii. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on
Wednesday, January 12, 2022 (“Cut-off date”). Only those Members whose names are recorded in the Register of Members of the
Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes
by remote e-voting. A person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purposes
only. The remote e-voting period commences from 9.00 a.m. (IST) on Friday, January 14, 2022 and ends at 5.00 p.m. (IST) on Saturday,
February 12, 2022. The e-voting module shall be disabled by NSDL thereafter. Once the vote on the resolution is cast by the Member,
he/she shall not be allowed to change it subsequently.

iii. The Board of Directors of the Company has appointed Mr. P. N. Parikh (Membership No. FCS 327) and failing him Ms. Jigyasa Ved
(Membership No. FCS 6488), of Parikh & Associates, Practising Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through
remote e-voting process in a fair and transparent manner.

iv. The details of the process and manner for remote e-voting are explained herein below:

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-voting system

A) Login method for e-voting for Individual shareholders holding securities in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-voting facility provided by Listed
Companies”, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through
their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders
would be able to cast their vote without having to register again with the e-voting service provider (“ESP”) thereby not only facilitating
seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their
mobile number and e-mail ID with their DPs to access e-voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding A. NSDL IDeAS facility
securities in demat mode with If you are already registered, follow the below steps:
NSDL. 1. Visit the e-Services website of NSDL. Open web browser by typing the following
URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under “IDeAS” section.

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 3. A new screen will open. You will need to enter your User ID and Password. After
successful authentication, you will be able to see e-voting services.
4. Click on “Access to e-voting” appearing on the left-hand side under e-voting services
and you will be able to see e-voting page.
5. Click on options available against Company name or e-Voting service provider - NSDL
and you will be re-directed to NSDL e-voting website for casting your vote during the
remote e-voting period.
If you are not registered, follow the below steps:
a. Option to register is available at https://eservices.nsdl.com.
b. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
c. Please follow steps given in points 1-5.

B. e-voting website of NSDL

1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a personal computer or on a mobile phone.
2. Once the home page of e-voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section
3. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit
demat account number held with NSDL), Password/OTP and a Verification Code as
shown on the screen.
4. After successful authentication, you will be redirected to NSDL website wherein you
can see e-voting page. Click on options available against Company name or e-voting
service provider - NSDL and you will be redirected to e-voting website of NSDL for
casting your vote during the remote e-voting period.

C. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.

Shareholders holding securities in 1. Existing users who have opted for Easi/Easiest, they can login through their user id and
demat mode with CDSL password. Option will be made available to reach e-voting page without any further
authentication. The URL for users to login to Easi/Easiest are
https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New
System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the e-voting menu.
The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-voting page by providing demat account
number and PAN from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-voting is in progress.
Individual Shareholders (holding 1. You can also login using the login credentials of your demat account through your DP
securities in demat mode) login registered with NSDL/CDSL for e-voting facility.
through their DPs 2. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-voting feature.
3. Click on options available against Company name or e-voting service provider - NSDL and
you will be redirected to e-voting website of NSDL for casting your vote during the
remote e-voting period.

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Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option
available at respective website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository
i.e. NSDL and CDSL.

Login type Helpdesk details

Securities held with NSDL Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free
no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
contact at 022-23058738 or 022-23058542/43

B) Login method for e-voting for shareholders other than Individual shareholders holding securities in demat mode and
shareholders holding securities in physical mode.

1. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile.
2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section.
3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen.
4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDeAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
5. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.
For example if your DP ID is IN300*** and Client ID is 12****** then your
user ID is IN300***12******.

b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL.
For example if your Beneficiary ID is 12************** then your user ID is
12**************

c) For Members holding shares in EVEN Number followed by Folio Number registered with the Company
Physical Form.
For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***

6. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is
communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the
e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your
8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders
whose e-mail IDs are not registered.

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 7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option
available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in
mentioning your demat account number/folio number, PAN, name and registered address.
d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.
8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
9. Now, you will have to click on “Login” button.
10. After you click on the “Login” button, home page of e-voting will open.
Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting
cycle.

2. Select “EVEN” of Company, which is 119084 for which you wish to cast your vote during the remote e-voting period.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast
your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a confirmation by way of a SMS on
your registered mobile number from depository.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

1. Institutional/Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format)
of the relevant Board Resolution/Authority letter etc. with the attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer by e-mail to tcs.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such
an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
https://www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (“FAQs”) for Shareholders and e-voting user manual for
Shareholders available at the download section of https://www.evoting.nsdl.com. For any grievances connected with facility for
e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati
Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: evoting@nsdl.co.in, toll free no: 1800 1020 990/1800 224 430.

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 EXPLANATORY STATEMENT
Pursuant to Sections 102 and 110 of the Companies Act, 2013 (“Act”)

APPROVAL FOR BUYBACK OF EQUITY SHARES

The Board of Directors of the Company, at its meeting held on Wednesday, January 12, 2022 (“Board Meeting”) has, subject to the approval
of the Members of the Company by way of Special Resolution and subject to such approvals of regulatory and/or statutory authorities as may
be required under applicable laws, approved buyback of up to 4,00,00,000 (Four crore) fully paid-up Equity Shares of face value
of ₹1 (Rupee One) each (“Equity Shares”), on a proportionate basis, through the “Tender Offer” route through Stock Exchange mechanism in
accordance with the Act, the Companies (Share Capital and Debentures) Rules, 2014, Companies (Management and Administration) Rules,
2014, to the extent applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, (“Buyback Regulations”), as amended from time to time,
and the Securities and Exchange Board of India 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
(“SEBI Circulars”), 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) (“Offer Size”) excluding transaction costs, applicable taxes and other
incidental and related expenses (“Buyback”). The Buyback is within 25% of the aggregate of paid-up capital and free reserves of the Company
as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the
Company as on December 31, 2021 (i.e. the last audited financial statements available as on the date of Board Meeting recommending the
proposal of the Buyback). The Offer Size of the Buyback constitutes 21.03% and 19.06% of the aggregate fully paid-up 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.

Since the Buyback is more than 10% of the total paid-up equity share capital and free reserves of the Company, in terms of Section 68(2)(b) of
the Act, it is necessary to obtain the consent of the Members of the Company, for the Buyback, by way of a Special Resolution.
Accordingly, the Company is seeking your consent by means of postal ballot for the aforesaid proposal as contained in the Resolution provided
in this Postal Ballot Notice.

Certain figures contained in this Postal Ballot Notice have been subject to rounding-off adjustments. All decimals have been rounded off to
two decimal points.

Requisite details relating to the Buyback are given below:

a. 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.

b. Maximum number of securities that the Company proposes to buyback

The Company proposes to buyback up to 4,00,00,000 (Four crore) Equity Shares of face value of ₹1 (Rupee One) each of the Company.

c. Buyback Price and basis of determining the price of the Buyback

The Equity Shares of the Company are proposed to be bought back at a price of ₹4,500 (Rupees four thousand five hundred only) per
share (“Offer Price”). The 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 BSE Limited (“BSE”) and National Stock Exchange of India Limited
(“NSE”) i.e. the stock exchanges, where the Equity Shares of the Company are listed, impact on net worth, price earnings ratio, earnings
per share and other financial parameters.

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 The Offer Price represents:

i. Premium of 23.53% and 25.03% to the volume weighted average market price of the Equity Share on BSE and NSE, respectively,
during the three months preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of
the Buyback.

ii. Premium of 18.21% and 18.19% over the closing price of the Equity Share on BSE and NSE, respectively, as on Thursday, January 6,
2022, which is a day preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the
Buyback.

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 both on audited condensed standalone interim
financial statements and audited condensed consolidated interim financial statements of the Company as on December 31, 2021.

d. Maximum amount required for Buyback, its percentage of the total paid-up capital and free reserves and sources of funds from which
Buyback would be financed

The maximum amount required for Buyback will not exceed ₹18,000 crore (Rupees eighteen thousand crore only) excluding transaction
costs, applicable taxes and other incidental and related expenses. The said amount works out to 21.03% and 19.06% of the aggregate fully
paid-up 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%.

The funds for the implementation of the proposed Buyback will 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.

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.

The funds borrowed, if any, from banks and financial institutions will not be used for purpose of the Buyback.

e. Method to be adopted for the Buyback

The Buyback shall be on a proportionate basis, through the “Tender Offer” route, as prescribed under the Buyback Regulations, to the
extent permissible, and the “Mechanism for acquisition of shares through Stock Exchanges” as prescribed under the SEBI Circulars.
The Buyback will be implemented in accordance with the Act read with the rules framed thereunder, the Buyback Regulations and on
such terms and conditions as may be deemed fit by the Company.

As required under the Buyback Regulations, the Company will announce a record date (“Record Date”) for determining the names of the
Members holding Equity Shares of the Company who will be eligible to participate in the Buyback (“Eligible Shareholder(s)”).
Consequent to the approval of the Buyback, Eligible Shareholders will receive a Letter of Offer along with a Tender/Offer Form indicating
their entitlement.

The Equity Shares to be bought back is divided in two categories:

i. Reserved category for small shareholders; and

ii. General category for all other shareholders.

As defined in Regulation 2(i)(n) of the Buyback Regulations, a “small shareholder” is a shareholder who holds Equity Shares having market
value, based on closing price of shares on Stock Exchanges having highest trading volume as on the Record Date, of not more than
₹2,00,000 (Rupees two lakh only).

In accordance with Regulation 6 of the Buyback Regulations, 15% (Fifteen percent) of the number of Equity Shares which the Company
proposes to buyback or such 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 part of this Buyback.

9
 Based on the holding on the Record Date, the Company will determine the entitlement of each Eligible Shareholder to tender their shares
in the Buyback. This entitlement for each Eligible Shareholder will be calculated based on the number of Equity Shares held by the
respective shareholder as on the Record Date and the ratio of the Buyback applicable in the category to which such shareholder belongs.

In accordance with Regulation 9(ix) of the Buyback Regulations, 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. 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.

Shareholders’ participation in Buyback will be voluntary. Eligible Shareholder(s) holding Equity Shares can choose to participate and get
cash in lieu of shares to be accepted under the Buyback or they may choose not to participate. Eligible Shareholder(s) holding
Equity Shares may also accept a part of their entitlement. Eligible Shareholder(s) holding Equity Shares also have the option of tendering
additional shares (over and above their entitlement) and participate in the shortfall created due to non-participation of some other
shareholders, if any.

The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity Shares held by the shareholder
as on the Record Date.

The Equity Shares tendered as per the entitlement by Eligible Shareholder(s) holding Equity Shares as well as additional shares tendered,
if any, will be accepted as per the procedure laid down in Buyback Regulations. The settlement of the tenders under the Buyback will be
done using the “Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy-Back and
Delisting” notified by SEBI Circulars.

Detailed instructions for participation in the Buyback (tender of Equity Shares in the Buyback) as well as the relevant timetable will be
included in the Letter of Offer to be sent to the Eligible Shareholder(s).

f. Time limit for completing the Buyback

The Buyback, subject to the regulatory consents and approvals, if any, is proposed to be completed within 12 months from the date of
passing of Special Resolution by the Members as contemplated in this Postal Ballot Notice.

g. Compliance with Section 68(2)(c) of the Act

The aggregate paid-up share capital and free reserves as on December 31, 2021 is ₹85,599 crore (Rupees eighty five thousand five hundred
and ninety nine crore only) and ₹94,416 crore (Rupees ninety four thousand four hundred and sixteen crore only) as per audited
condensed standalone interim financial statements and audited condensed consolidated interim financial statements, respectively.
Under the provisions of the Act, the funds deployed for the Buyback cannot exceed 25% of the aggregate fully paid-up share capital and
free reserves of the Company as per audited condensed standalone interim financial statements and audited condensed consolidated
interim financial statements of the Company as on December 31, 2021 i.e. ₹21,400 crore (Rupees twenty one thousand four hundred
crore only) and ₹23,604 crore (Rupees twenty three thousand six hundred and four crore only) respectively. The maximum amount
proposed to be utilized for the Buyback, is not exceeding ₹18,000 crore (Rupees eighteen thousand crore only) and is therefore within the
limit of 25% of the Company’s fully paid-up share capital and free reserves as per the audited condensed standalone interim financial
statements and audited condensed consolidated interim financial statements of the Company as on December 31, 2021 (the last audited
condensed interim financial statements available as on the date of Board Meeting recommending the proposal for the Buyback).

10
h. Details of holding and transactions in the shares of the Company

The aggregate shareholding of the Promoter and Promoter group entities (hereinafter collectively referred to as “Promoter Companies”),
Directors of the Promoter Companies and of the Directors and Key Managerial Personnel of the Company as on January 12, 2022, are as
follows:

i. Aggregate shareholding of the Promoter Companies as on January 12, 2022:

Sr. No. Name Number of Equity Shares Held % Shareholding

1. Tata Sons Private Limited 266,91,25,829 72.16

2. Tata Investment Corporation Limited 10,23,685 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 267,02,04,298 72.19

In addition to the above, other Promoter Companies i.e. Af-Taab Investment Company Limited, 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 January 12, 2022. Further, they have not purchased or sold any Equity Shares of the Company in the 6 months’ period
preceding January 12, 2022.
ii. Aggregate shareholding of the Directors of Promoter Companies as on January 12, 2022:

Sr. No. Name of the Director Name of the Promoter Number of Equity Shares % Shareholding
Company held in the 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 22,49,084 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 4,094 0.00

Limited

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

Limited

8. Mr. Venkatadri Tata Investment Corporation 325 0.00

Chandrasekaran* Limited

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

11
 Sr. No. Name of the Director Name of the Promoter Number of Equity Shares % Shareholding
Company held in the Company

12. Ms. Anjali Bansal The Tata Power Company 333 0.00
Limited

The Tata Power Company

13. Mr. Hemant Bhargava* 30 0.00
Limited

14. Mr. Gautam Attravanam Af-Taab Investments Limited 20 0.00

15. Mr. Rajiv Sabharwal Tata Capital Limited 1,200 0.00

16. Ms. Varsha Purandare Tata Capital Limited 222 0.00

17. Mr. Anand Sen* Tata International Limited 308 0.00

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

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

19.
• Navajbai Ratan Tata Trust

20. Mr. R.K. Krishna Kumar Jamsetji Tata Trust 50 0.00

21. Mr. Jehangir N. Mistry* Navajbai Ratan Tata Trust 1,684 0.00
*includes shares held jointly with relative

iii. Aggregate shareholding of the Directors and Key Managerial Personnel of the Company as on January 12, 2022:

Sr. No. Name Designation Number of Equity Shares % Shareholding

Held

1. Mr. N. Chandrasekaran Chairman 1,77,056 0.00

2. Mr. Rajesh Gopinathan Chief Executive Officer and 2,760 0.00

Managing Director

3. Mr. N. Ganapathy Chief Operating Officer and 1,97,760 0.00

Subramaniam Executive Director

4. Ms. Aarthi Subramanian Non-Executive Director 5,600 0.00

5. Mr. Keki Mistry* Independent Director 4,150 0.00

6. Mr. Samir Seksaria* Chief Financial Officer 5,140 0.00

7. Mr. Pradeep Manohar Company Secretary 7,710 0.00

Gaitonde*
*includes shares held jointly with relative

iv. Aggregate shares purchased or sold by the Promoter Companies, Directors of the Promoter Companies and Directors and Key
Managerial Personnel of the Company during a period of six months preceding the date of the Board Meeting at which the Buyback
was approved till the date of this Notice:
a. Aggregate of shares purchased or sold by the Promoter Companies: Nil

12
 b. Aggregate shares purchased or sold by the Directors of the Promoter Companies:
Name Name of the Aggregate Nature of Maximum Date of Minimum Date of
Promoter Company number of transaction price per maximum price per minimum
shares share price share price
purchased/ (₹) (₹)
sold

Tata Investment 75 Purchase 3,734.55 October 1, 3,723.55 October 11,

Mr. Venkatadri
Chandrasekaran* Corporation Limited 2021 2021

Mr. Rajiv Dube • Tata Investment 3 Sale 3,190.36 August 2, 3,190.36 August 2, 2021
Corporation 2021
Limited
• Tata International
Limited

Tata Steel Limited 66 Sale 3,932.70 September 17, 3,932.70 September 17,
Mr. Deepak
Kapoor 2021 2021

Ms. Farida Tata Steel Limited 6,000 Transfer N.A November 16, N.A November 16,
Khambata 2021 2021

Mr. Hemant The Tata Power 50 Purchase 3,720.00 October 11, 3,329.00 August 9,
Bhargava* Company Limited 2021 2021

20 Sale 3,850.00 January 5, 3,850.00 January 5,

2022 2022

*includes shares held jointly with relative

c. Aggregate shares purchased or sold by the Directors and Key Managerial Personnel of the Company: Nil

i. Intention of Promoter Companies to participate in Buyback

In terms of provisions of the Buyback Regulations, the intention of Promoter Companies to participate in the Buyback is as follows:
Sr. No. Name Number of Equity Shares Held Number of Equity Shares Intended to
tender

1. Tata Sons Private Limited 266,91,25,829 2,88,62,815

2. Tata Investment Corporation Limited 10,23,685 11,055

Total 267,01,49,514 2,88,73,870

The date and price of the acquisition and other details of the Equity Shares held by the Promoter Companies who are intending
to tender their shares are as follows:

Date of Transaction Nature of Transaction Number of Equity Price Face Value

Shares (₹ per Share) (₹)

Tata Sons Private Limited

June 16, 2000 Purchase 3,64,40,002 15.51 10

March 30, 2001 Sale 36,13,474 15.51 10

March 28, 2002 Sale 30,526 15.51 10

Sub Total 3,27,96,002

May 5, 2004 Split 32,79,60,020 1.55

1
(from ₹10 to ₹1)

May 5, 2004 Bonus 8,19,90,005 0 1

13
 Date of Transaction Nature of Transaction Number of Equity Price Face Value
Shares (₹ per Share) (₹)

August 19, 2004 Sale 2,27,74,996 827.40 1

November 8, 2005 to Sale 47,50,000 1,519.38

1
December 9, 2005

December 10, 2005 Purchase 68,17,196 153.54 1

August 9, 2006 Bonus 38,92,42,225 0 1

September 27, 2006 to Sale 5,67,82,251 891.19

1
September 29, 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

Total 266,91,25,829

Tata Investment Corporation Limited

August 9, 2006 Bonus 25,226 0 1

September 10, 2007 Purchase 90,000 1,064.25 1

December 18, 2007 Purchase 1,00,000 1,015.69 1

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

Total 10,23,685

14
j. Confirmations from Company as per the provisions of Buyback Regulations and Act

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 the Buyback after the Draft Letter of Offer is filed with SEBI or the Public Announcement of the
offer to Buyback is made;

iv. The Company shall not buyback locked-in shares and non-transferable shares or other specified securities 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;

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. All the Equity Shares of the Company are fully paid-up;

viii. 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;

ix. There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act,
as on date;

x. The ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up Equity
Share 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 as of December 31, 2021; and

xi. 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.

k. Confirmation from the Board

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:

i. Immediately following the date of the Board meeting, and the date on which the result of 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 approving the Buyback as well
as for the year immediately following the date of Postal Ballot Resolution, 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 as also from the date of Postal
Ballot Resolution;

iii. 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 Companies Act, 2013/Insolvency and Bankruptcy Code, 2016 as
amended from time to time, as applicable.
15
l. Report addressed to the Board of Directors by the Company’s Auditors on the permissible capital payment and the opinion formed by
Directors regarding insolvency

The text of the Report dated January 12, 2022 of B S R & Co. LLP, the Statutory Auditors of the Company, addressed to the Board of
Directors of the Company is reproduced below:

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 15 June 2018 and addendum to engagement letter
dated 12 January 2022 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 12
January 2022, 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 31 December 2021 (hereinafter referred as the
“Statement”) is prepared by the management of the Company.
Management’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.

Auditors’ Responsibility

5. 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 nine months period ended 31
December 2021;

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 nine months period ended 31 December 2021 in accordance with Section 68(2)(c)
of the Act; and

16
Auditors’ Responsibility (Continued)

iii. the Board of Directors of the Company in their meeting dated 12 January 2022, 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.

6. The audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements
referred to in paragraph 5 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 12 January 2022. Our audits of these 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

7. 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 nine months period ended
31 December 2021;

iii. Traced the amounts of paid up equity share capital, retained earnings and general reserves 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 nine months period ended 31 December 2021;

iv. Verified the arithmetical accuracy of the amounts mentioned in Annexure A; and
v. Obtained appropriate representations from the Management of the Company

8. 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.

9. 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.

10. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

Opinion

11. 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 nine months period ended 31
December 2021;

17
Opinion (Continued)

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 nine months period ended 31 December
2021; and

c) The Board of Directors of the Company, in their meeting held on 12 January 2022 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 12
January 2022.

12. 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

13. 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, draft letter of offer, 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 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

Amit Somani
Partner
Bengaluru. Membership No: 060154
12 January 2022 UDIN: 22060154AAAAAP4182

18
 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
nine month period ended 31 December 2021

(Rs. crore)

Particulars Standalone Consolidated

Paid up equity share capital (369,90,51,373 equity shares of Rs.1/- each) 370 370

Free reserves:

Retained earnings 85,229 94,019

General reserve - 27

Total paid up equity capital and free reserves as at 31 December 2021 85,599 94,416

Maximum amount permissible for buy-back under Section 68 of the Companies Act, 2013 read 21,400 23,604
with Regulation 4 of SEBI Regulations (25% of the total paid up equity share capital and free
reserves)

Maximum amount permitted by Board Resolution dated 12 January 2022 approving buy-back, 18,000
subject to shareholders’ approval, based on the audited accounts as at and for the nine month
period ended 31 December 2021

In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its Members holding Equity Shares of the Company.
The Directors, therefore, recommend the Special Resolution as set out in the accompanying Notice for approval by the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives is in anyway, concerned or interested, either
directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company
or to the extent of the shareholding of the companies/institutions/trust of which they are directors or members or trustees, without any
beneficial interest.

By Order of the Board of Directors

Pradeep Manohar Gaitonde

Company Secretary
Membership No. ACS 7016
Mumbai, January 12, 2022

Registered office:
9th Floor, Nirmal Building,
Nariman Point, Mumbai 400 021
CIN: L22210MH1995PLC084781
Tel: 91 22 6778 9595
E-mail: investor.relations@tcs.com
Website: www.tcs.com

19