Motilal Oswal Financial LOF P

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered shareholder/ beneficial owner of the Equity Shares of Motilal Oswal Financial Services Limited (the “Company”)
as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“SEBI
Buyback Regulations”). If you require any clarifications about the action to be taken, you should consult your Stock Broker (as defined below) or your investment
consultant or the Manager to the Buyback i.e. Ernst & Young Merchant Banking Services LLP or the Registrar to the Buyback i.e. Link Intime India Private Limited.
Please refer to the “Definition of Key Terms” section of this Letter of Offer on page 3 for the definitions of the capitalised terms used herein.
MOTILAL OSWAL FINANCIAL SERVICES LIMITED

Corporate Identity Number: L67190MH2005PLC153397
Registered Office: Motilal Oswal Tower, Rahimtullah Sayani Opposite Parel ST Depot, Prabhadevi, Mumbai-400025
Tel. No.: +91 22 7193 4200 | Fax No.: +91 22 5036 2365
E-mail: shareholders@motilaloswal.com | Website: www.motilaloswalgroup.com
Company Secretary and Compliance Officer: Kailash Purohit
OFFER TO BUYBACK UP TO 14,54,545 (FOURTEEN LAKHS FIFTY FOUR THOUSAND FIVE HUNDRED AND FORTY FIVE) FULLY PAID-UP
EQUITY SHARES OF FACE VALUE OF INR 1 EACH OF THE COMPANY (“EQUITY SHARES”), REPRESENTING UP TO 0.98% OF THE TOTAL PAID-
UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL ELIGIBLE SHAREHOLDERS (AS DEFINED BELOW) OF THE COMPANY AS ON THE
RECORD DATE, I.E. FRIDAY, MAY 27, 2022, ON A PROPORTIONATE BASIS, THROUGH THE ‘TENDER OFFER’ PROCESS, AT A PRICE OF INR
1,100 (INDIAN RUPEES ONE THOUSAND ONE HUNDRED ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT
EXCEEDING INR 160,00,00,000 (INDIAN RUPEES ONE HUNDRED AND SIXTY CRORES ONLY) EXCLUDING THE TRANSACTION COSTS (THE
“BUYBACK").
1. The Buyback is being undertaken in accordance with Article 14 of the Articles of Association of the Company, Sections 68, 69 and 70, and other applicable
provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment thereof and applicable rules thereunder including the
Companies (Share Capital and Debentures) Rules, 2014, as amended and the SEBI Buyback Regulations. The Buyback is subject to receipt of such
approvals, permissions and sanctions, as may be required under the applicable laws including from the Securities and Exchange Board of India, and/ or
the National Stock Exchange of India Limited and the BSE Limited.
2. The Buyback Offer Size is INR 160,00,00,000 (Indian Rupees One Hundred and Sixty Crores only) excluding the Transaction Costs, which represents
5.09% and 4.11% of the aggregate fully paid-up Equity Share capital and free reserves as per audited standalone and consolidated financial statements
of the Company as at March 31, 2022, respectively). The Buyback Offer Size is within the statutory limit of 25% of the aggregate of paid-up equity capital
and free reserves (including securities premium) of the Company.
3. The Letter of Offer will be sent to all Eligible Shareholder(s) (Equity Shareholders/ beneficial owner(s) as on the Record Date, being Friday, May 27,
2022) in accordance with SEBI Buyback Regulations and such other circulars or notifications as may be prescribed by SEBI, if applicable.
4. For details of the procedure for tender and settlement, please refer to the “Procedure for Tender Offer and Settlement” on page 40. The Form of
Acceptance-cum-Acknowledgement (the “Tender Form”) is enclosed together with this Letter of Offer.
5. For details of the methodology adopted for the Buyback, please refer to the “Process and Methodology for the Buyback” on page 36. For mode of payment
of cash consideration to the Eligible Shareholders, please refer to “Procedure for Tender Offer and Settlement - Method of Settlement” on page 40.
6. A copy of the Public Announcement dated May 18, 2022 and published on May 19, 2022, the Draft Letter of Offer and this Letter of Offer (including the
Tender Form) is and would be available on the website of the Company and is also expected to be made available on the website of Securities and
Exchange Board of India i.e. www.sebi.gov.in.
7. Eligible Shareholders are advised to refer to “Details of Statutory Approvals” and “Note on Taxation” on pages 35 and 46, respectively, before tendering
their Equity Shares in the Buyback.
Manager to the Offer Registrar to the Offer
Ernst & Young Merchant Banking Services LLP Link Intime India Private Limited
The Ruby, 14th Floor, 29 Senapati Bapat Marg, Dadar West, C 101, 247 Park, L.B.S.Marg, Vikhroli (West),
Mumbai – 400 028; Mumbai – 400083
Tel No.: +91 22 6192 0000; Fax No.: +91 22 6192 1000 Tel No.: +91 22 4918 6200; Fax No.: +91 22 4918 6195
Email: mofsl.buyback2022@in.ey.com Email: mofsl.buyback2022@linkintime.co.in
Website: www.ey.com/in/mb Website: www.linkintime.co.in
Investor grievance e-mail: investorgrievances@in.ey.com Investor grievance e-mail: mofsl.buyback2022@linkintime.co.in
SEBI Registration No.: INM000010700 SEBI Registration No.: INR000004058
Validity Period: Permanent Validity Period: Permanent
Contact Person: Chintan Hefa Contact Person: Sumeet Deshpande
LLP Identity No: AAO-2287 Corporate Identity Number: U67190MH1999PTC118368
BUYBACK PROGRAMME
BUYBACK OPENS ON Friday, June 24, 2022
BUYBACK CLOSES ON Thursday, July 07, 2022
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER
SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK
Monday, July 11, 2022 by 5.00 pm (IST)
TABLE OF CONTENTS
1. SCHEDULE OF ACTIVITIES ....................................................................................................................................3

2. DEFINITIONS OF KEY TERMS ................................................................................................................................3
3. DISCLAIMER CLAUSE ............................................................................................................................................7
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS.................................9
5. DETAILS OF THE PUBLIC ANNOUNCEMENT....................................................................................................... 15
6. DETAILS OF THE BUYBACK................................................................................................................................. 15
7. AUTHORITY FOR THE BUYBACK......................................................................................................................... 21
8. NECESSITY OF THE BUYBACK............................................................................................................................ 21
9. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY .. 21
10. BASIS OF CALCULATING THE BUYBACK OFFER PRICE ................................................................................... 23
11. SOURCES OF FUNDS FOR THE BUYBACK ......................................................................................................... 23
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN............................................ 24
13. FIRM FINANCING ARRANGEMENTS .................................................................................................................... 24
14. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .................................................................................... 24
15. BRIEF INFORMATION ABOUT THE COMPANY .................................................................................................... 25
16. FINANCIAL INFORMATION ABOUT THE COMPANY ............................................................................................ 32
17. STOCK MARKET DATA......................................................................................................................................... 33
18. DETAILS OF THE STATUTORY APPROVALS....................................................................................................... 35
19. DETAILS OF REGISTRAR TO THE BUYBACK...................................................................................................... 36
20. PROCESS AND METHODOLOGY FOR THE BUYBACK AND COLLECTION CENTRES ....................................... 36
21. PROCEDURE FOR TENDER OFFER AND SETTLEMENT ..................................................................................... 40
22. NOTE ON TAXATION............................................................................................................................................. 46
23. DECLARATION BY THE BOARD OF DIRECTORS ................................................................................................ 48
24. REPORT BY THE COMPANY’S STATUTORY AUDITOR ....................................................................................... 49
25. DOCUMENTS FOR INSPECTION........................................................................................................................... 52
26. DETAILS OF COMPLIANCE OFFICER .................................................................................................................. 53
27. DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS ............................................... 53
28. DETAILS OF INVESTOR SERVICE CENTRE ......................................................................................................... 53
29. DETAILS OF THE MANAGER TO THE BUYBACK ................................................................................................ 53
30. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF
OFFER ................................................................................................................................................................... 54
31. TENDER FORM...................................................................................................................................................... 54
1. SCHEDULE OF ACTIVITIES
Sl. Activity Schedule of Activities

No. Date Day
1. Date of meeting of the Board of Directors approving the proposal
May 17, 2022 Tuesday
for the Buyback
2.
Date of publication of the Public Announcement for the Buyback May 19, 2022 Thursday
3. Record Date for determining the Buyback Entitlement and the
May 27, 2022 Friday
names of the Eligible Shareholders
4. Buyback Opening Date June 24, 2022 Friday
5. Buyback Closing Date July 07, 2022 Thursday
6. Last date of receipt of completed Tender Forms and other specified
July 11, 2022 Monday
documents by the Registrar
7. Last date of verification by Registrar to the Buyback July 13, 2022 Wednesday
8. Last date of intimation to the Designated Stock Exchange
regarding Acceptance/ non-acceptance of the tendered Equity July 15, 2022 Friday
Shares by the Registrar to the Buyback
9. Last date of settlement of bids by the Clearing Corporation / Stock
July 18, 2022 Monday
Exchange
10. Last date of dispatch of share certificate(s) by the Registrar to the
Buyback/ unblocking of unaccepted demat Equity Shares in the July 18, 2022 Monday
account of the Eligible Shareholders
11.
Last date of extinguishment of the Equity Shares July 25, 2022 Monday
Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.
2. DEFINITIONS OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or
specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy,
circular, notification or clarification as amended, supplemented, or re-enacted from time to time and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such
terms under the SEBI Buyback Regulations, the Companies Act, the SEBI Depositories Act, 1996 and the rules and
regulations made thereunder.
Term Description
Acceptance/ Accept/ Accepted Acceptance of fully paid up Equity Shares tendered by Eligible Shareholders
in the Buyback
Acquisition Window The facility for acquisition of Equity Shares through the mechanism provided
by the Designated Stock Exchange in the form of a separate window in
accordance with SEBI Circulars
Additional Equity Shares Additional Equity Shares tendered by an Eligible Shareholder over and
above the Buyback Entitlement of such Eligible Shareholder up to the extent
of Equity Shares held by such Eligible Shareholder on the Record Date
AMFI Association of Mutual Funds in India
Articles/ Articles of Association/ AOA Articles of Association of the Company, as amended from time to time
B.Com Bachelor of Commerce
Board/ Board of Directors/ Director(s) Board of directors of the Company
Board Meeting Meeting of the Board of Directors held on May 17, 2022, approving the
proposal for the Buyback
BSE BSE Limited
Buyback/ Buyback Offer/ Buy-back/ Offer to buy back up to 14,54,545 (Fourteen Lakhs Fifty Four Thousand Five
Offer Hundred and Forty Five) fully paid-up Equity Shares of face value of INR 1
each at a price of INR 1,100 (Indian Rupees One Thousand One Hundred
only) per Equity Share from all the Eligible Shareholders, through the Tender
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Term Description
Offer process on a proportionate basis, in terms of the SEBI Buyback
Regulations read with SEBI Circulars and other applicable laws, as may be
applicable
Buyback Closing Date Thursday, July 07, 2022
Buyback Entitlement or Entitlement The number of Equity Shares that an Eligible Shareholder is entitled to
tender in the Buyback, based on the number of Equity Shares held by such
Eligible Shareholder, as on the Record Date and the ratio/ percentage of
Buyback applicable in the category, to which such Eligible Shareholder
belongs
Buyback Opening Date Friday, June 24, 2022
Buyback Offer Price Price at which Equity Shares will be bought back from the Eligible
Shareholders i.e. INR 1,100 (Indian Rupees One Thousand One Hundred
only) per Equity Share, payable in cash.
Buyback Offer Size Maximum number of Equity Shares proposed to be bought back i.e. not
exceeding 14,54,545 (Fourteen Lakhs Fifty Four Thousand Five Hundred
and Forty Five) Equity Shares multiplied by the Buyback Offer Price i.e. INR
1,100 (Indian Rupees One Thousand One Hundred only) per Equity Share
aggregating to INR 160,00,00,000 (Indian Rupees One Hundred and Sixty
Crores only), excluding Transaction Costs
Buyback Period The period between the date of board meeting i.e. May 17, 2022 and the
date on which the payment of consideration to the shareholders, whose
Equity Shares have been Accepted under the Buyback, will be made
CA Chartered Accountant
CAGR Compounded Annual Growth Rate
CAMS Computer Age Management Services Limited
CDSL Central Depository Services (India) Limited
Central Registry of Securitisation Asset Reconstruction and Security Interest
CERSAI of India
CFA Chartered Financial Analyst
CIN Corporate Identity Number
CS Company Secretary
CVL CDSL Ventures Limited
CWA Cost and Work Accountant
Clearing Corporation/ NSE Clearing NSE Clearing Limited (formerly known as National Securities Clearing
Corporation Limited)
Companies Act The Companies Act, 2013, as amended and rules framed thereunder
“Company” or “MOFSL” or “Our Motilal Oswal Financial Services Limited
Company” or “we” or “us” or “our”
Company Demat Account Demat account of the Company designated for the Buyback
Company’s Broker ICICI Securities Limited
Depositories Act The Depositories Act, 1996
Depositories Collectively, NSDL and CDSL
Designated Stock Exchange The designated stock exchange for the Buyback, being the NSE
DIN Director Identification Number
Director(s) Director(s) of the Company
DP Depository Participant
Draft Letter of Offer/ Offer Document/ This draft letter of offer dated Wednesday, May 25, 2022, filed with SEBI
DLOF through the Manager to the Buyback, containing disclosures in relation to
the Buyback as specified in Schedule III of the SEBI Buyback Regulations
Eligible Shareholders Person(s) eligible to participate in the Buyback and would mean all Equity
Shareholders as on the Record Date being Friday, May 27, 2022
EPS Earnings per Equity Share
Fully paid-up equity shares of face value of INR 1 (Indian Rupee One only)
Equity Shares/ Shares
each of the Company
Equity Shareholders/ Shareholders Shareholder/ beneficial owner of the Equity Shares.
Escrow Account Escrow Account titled “MOFSL– Buyback 2022 – Escrow A/c” to be opened
with Escrow Agent in accordance with the Escrow Agreement
4
Term Description
Escrow Agent ICICI Bank Limited
Escrow Agreement The escrow agreement dated May 31, 2022 entered into amongst the
Company, the Escrow Agent and the Manager to the Buyback
FDI Foreign Direct Investment
Foreign Exchange and Management Act, 1999, as amended from time to
time, including the regulations, circulars, directions and notifications issued
FEMA thereunder
Finance Committee A committee authorized by the Board, comprising of Motilal Oswal,
Managing Director & Chief Executive Officer of the Company and Chairman
of the Committee, Raamdeo Agarawal, Non-Executive Chairman, Ajay
Menon, Whole-Time Director and Navin Agarwal, Non-Executive Director as
Member of the Committee, pursuant to a resolution passed by the Board on
May 17, 2022 to exercise its certain powers in relation to the Buyback.
FII(s) Foreign Institutional Investor(s)
FPI(s) Foreign Portfolio Investor(s)
FV Face Value per Equity Share
General Category Eligible Shareholders other than the Small Shareholders
HUF Hindu Undivided Family
IRDA Insurance Regulatory and Development Authority of India
IT Act/ Income Tax Act The Income-tax Act, 1961, as amended
INR Indian Rupee(s)
IST Indian Standard Time
KRA KYC (Know Your Client) Registration Agency
LLB Bachelor of Laws
Letter of Offer The letter of offer to be filed with SEBI containing disclosures in relation to
the Buyback as specified in Schedule III of the SEBI Buyback Regulations,
including comments received from SEBI on the Draft Letter of Offer
M/s Messers
MCA Ministry of Corporate Affairs
Management Rules The Companies (Management and Administration) Rules, 2014
Manager to the Buyback / Manager Ernst & Young Merchant Banking Services LLP
MBA Master’s in Business Administration
Memorandum of Association/ MoA Memorandum of Association of the Company, as amended
NA Not Applicable
NDML NSDL Database Management Limited
Non-Resident Shareholders Includes NRIs, FIIs, FPIs, foreign corporate bodies (including OCBs) and
foreign nationals etc
NRI Non Resident Indian
NSDL National Securities Depository Limited
NSE/ Stock Exchange National Stock Exchange of India Limited
OCB Erstwhile Overseas Corporate Bodies
PAN Permanent Account Number
PGDM Post Graduate Diploma in Management
Physical Share(s) Equity Share(s) of the Company in physical form
Preference Shares Preference shares of face value of INR 100 (Indian Rupee One Hundred
only) each of the Company
Promoter(s) Being (a) Motilal Oswal Family Trust; (b) Raamdeo Agarawal and (c) Motilal
Oswal
Promoter Group Collectively being (a) Suneeta Raamdeo Agrawal; (b) Raamdeo Ramgopal
Agrawal-HUF; (c) Vaibhav Raamdeo Agrawal; (d) Vimla Motilal Oswal; (e)
Karoon Ramgopal Agarawal; (f) Suman Agrawal; (g) Vedika Karnani; (h)
Vinay Agrawal; (i) Anita Agrawal; (j) Sukhdeo Ramgopal Agarawal; (k)
Satish Agrawal; (l) Govind Deo Agarawal; (m) Oswal Rajendra Gopilal; (n)
Pratik Ranjit Mehta; (o) Vimala Devi; (p) Motilal Gopilal Oswal-HUF; (q)
Osag Enterprises LLP
Promoter and Promoter Group Collectively, Promoter(s) and Promoter Group, as defined above
Public Announcement/ PA Public announcement dated May 18, 2022 regarding the Buyback, published
5
Term Description
on May 19, 2022 in Business Standard, an English and Hindi national daily,
and Mumbai Lakshadeep a Regional Marathi language daily
RBI Reserve Bank of India
Record Date Friday, May 27, 2022, being the date for the purpose of determining the
Buyback Entitlement and the names of the Eligible Shareholders to whom
the Letter of Offer (including the Tender Form) will be sent, and who are
eligible to participate in the proposed Buyback in accordance with the SEBI
Buyback Regulations
Registrar to the Buyback/ Registrar Link Intime India Private Limited
Reserved Category The Small Shareholders eligible to tender Equity Shares in the Buyback
SEBI Securities and Exchange Board of India
SEBI Buyback Regulations SEBI (Buy-Back of Securities) Regulations, 2018, as amended
SEBI Circulars Tendering of Equity Shares by Shareholders and settlement of the same,
through the stock exchange mechanism as specified by SEBI in the circular
bearing number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read
with the SEBI circular bearing number CFD/DCR2/CIR/P/2016/131 dated
December 09, 2016 and circular bearing number CFD/DCR-
III/CIR/P/2021/615 dated August 13, 2021
SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended.
Shareholder’s Broker/ Stock Broker The stock brokers (who is a member of the NSE and/or BSE) of an Eligible
Shareholder, through whom such Eligible Shareholder can participate in the
Buyback
Share Capital Rules The Companies (Share Capital and Debentures) Rules, 2014, as amended
Small Shareholder As defined under Regulation 2(i)(n) of the SEBI Buyback Regulations and in
relation to the Buyback means an Eligible Shareholder who holds Equity
Shares of market value of not more than INR 2,00,000 (Indian Rupees Two
Lakhs only), on the basis of closing price on BSE/ or NSE, whichever
registers the highest trading volume in respect of the Equity Shares on the
Record Date
Stock Exchanges NSE and BSE, being the stock exchanges where the Equity Shares of the
Company are listed
STT Securities transaction tax
Tender Form/ Form(s) Form of Acceptance–cum–Acknowledgement, enclosed with this Letter of
Offer on page 54
Tender Offer Method of buyback as defined in Regulation 2(i)(q) of the SEBI Buyback
Regulations.
Tendering Period Period of 10 (Ten) Working Days from the Buyback Opening Date till the
Buyback Closing Date (both days inclusive).
Transaction Costs Any expenses incurred or to be incurred for the Buyback viz. brokerage
costs, fees, turnover charges, taxes such as tax on buyback (“Buyback
Tax”), securities transaction tax and goods and services tax (if any), stamp
duty, printing and dispatch expenses, if any, filing fees to SEBI, stock
exchange charges, advisor/legal fees, public announcement publication
expenses and other incidental and related expenses and charges
TRS Transaction Registration Slip
United States/U.S. The United States of America
Working Day(s) Working day as defined in the SEBI Buyback Regulations
Certain conventions, currency of presentation, use of financial information and stock market data
Page Numbers and Paragraph Numbers
Unless otherwise stated, all references to page numbers and paragraph numbers in this Letter of Offer are to page
numbers and paragraph numbers of this Letter of Offer.
6
Currency and Units of Presentation
All references to “Rupee(s)”, “₹” “Rs.” Or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India.
Financial and Other Data
Unless stated or the context requires otherwise, our financial information in this Letter of Offer is derived from our audited
standalone and consolidated financial statements for the fiscal year 2020, 2021 and 2022.
Our Company’s fiscal year commences on April 1 of each year and ends on March 31 of the next year (referred to herein
as “Fiscal”, “Fiscal Year” or “FY”).
All data related to financials are given in INR lakhs, unless otherwise stated.
Stock Market Data
Unless stated or the context requires otherwise, stock market data included in this Letter of Offer is derived from the websites
of NSE.
3. DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood that submission
of this Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved
by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to meet the Buyback
commitments or for the correctness of the statements made or opinions expressed in this Letter of Offer. The Manager
to the Buyback, Ernst & Young Merchant Banking Services LLP, has certified that the disclosures made in this Letter of
Offer are generally adequate and are in conformity with the provisions of the Companies Act, 2013, as amended and
Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended. This requirement is to
facilitate Eligible Shareholders to take an informed decision for tendering their Equity Shares in the Buyback.
It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and
disclosure of all relevant information in this Letter of Offer, the Manager to the Buyback is expected to exercise due
diligence to ensure that the company discharges its duty adequately in this behalf and towards this purpose, the Manager
to the Buyback, Ernst & Young Merchant Banking Services LLP, has furnished to SEBI a due diligence certificate dated
Wednesday, May 25, 2022, in accordance with the SEBI Regulations 2018, which reads as follows:
“We have examined various documents and materials contained in the annexure to this letter as part of the due diligence
carried out by us in connection with the finalisation of the public announcement dated Wednesday, May 18, 2022
(“Public Announcement”) which was published on Thursday, May 19, 2022 and the draft letter of offer dated
Wednesday, May 25, 2022 (“Draft Letter of Offer”). On the basis of such examination and the discussions with the
Company, we hereby state that:
• the Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers
relevant to the Buyback;
• all the legal requirements connected with the said Buyback including the Securities and Exchange Board of India
(Buy-Back of Securities) Regulations, 2018, as amended, have been duly complied with;
• the disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true,
fair and adequate in all material respects for the Eligible Shareholders of the Company to make a well-informed
decision in respect of the Buyback; and
• funds used for the Buyback shall be as per the provisions of the Companies Act, 2013, as amended.”
The filing of Letter of Offer with SEBI does not, however, absolve the Company from any liabilities under the provisions
of the Companies Act or from the requirement of obtaining such statutory or other clearances as may be required for
the purpose of the proposed Buyback.
The Promoter and Promoter Group / Board of Directors declare and confirm that no information/ material likely to have
a bearing on the decision of Eligible Shareholders has been suppressed/ withheld and/ or incorporated in the manner
7
that would amount to mis-statement/ misrepresentation and in the event of it transpiring at any point of time that any
information/ material has been suppressed/ withheld and/ or amounts to a mis-statement/ misrepresentation, the
Promoter(s)/ Board of Directors and the Company shall be liable for penalty in terms of the provisions of the Companies
Act and the SEBI Buyback Regulations.
The Promoter and Promoter Group / Board of Directors also declare and confirm that funds borrowed from banks and
financial institutions will not be used for the Buyback.
3.1 Disclaimer for U.S. Persons:
The information contained in this Letter of Offer is exclusively intended for persons who are not U.S. Persons as such
term is defined in Regulations of the U.S. Securities Act of 1933, as amended, and who are not physically present in the
United States of America. This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any
securities in the United States of America or in any other jurisdiction in which such offer or invitation is not authorised or
to any person to whom it is unlawful to make such offer or solicitation. Potential users of the information contained in this
Letter of Offer are requested to inform themselves about and to observe any such restrictions.
3.2 Disclaimer for persons in foreign countries other than U.S.:
This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. This Letter of Offer does
not in any way constitute an offer to sell or an invitation to sell, any securities in any jurisdiction in which such offer or
invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation would subject the
Company or the Manager to the Buyback to a new or additional requirements or registration. Potential users of the
information contained in this Letter of Offer are requested to inform themselves about and to observe any such
restrictions.
3.3 Important notice to all Equity Shareholders:
This Letter of Offer has been prepared for the purposes of compliance with the SEBI Buyback Regulations. Accordingly,
the information disclosed herein may not be the same as that which would have been disclosed if this document had
been prepared in accordance with the laws and regulations of any jurisdiction outside of India. The Company and the
Manager to the Buyback are under no obligation to update the information contained herein at any time after the date of
this Letter of Offer.
The Draft Letter of Offer and this Letter of Offer does not and will not in any way constitute an offer to sell, or an invitation
to sell, any securities in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. The Letter of Offer shall be dispatched to all Eligible Shareholders as per the
SEBI Buyback Regulations and such other circulars or notifications, as may be applicable. However, receipt of the Letter
of Offer by any Equity Shareholder in a jurisdiction in which it would be illegal to make this Tender Offer, or where making
this Tender Offer would require any action to be taken (including, but not restricted to, registration of the Letter of Offer
under any local securities laws), shall not be treated by such Equity Shareholders as an offer being made to them.
Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to
observe any such restrictions. Any Equity Shareholder who tenders his, her or its Equity Shares in the Buyback shall be
deemed to have declared, represented, warranted and agreed that he, she or it is authorised under the provisions of
any applicable local laws, rules, regulations and statutes to participate in the Buyback.
3.4 Forward Looking Statements
This Letter of Offer contains certain forward-looking statements. These forward-looking statements generally can be
identified by words or phrases such as ‘believe’, ‘expect’, ‘estimate’, ‘intend’, ‘objective’, ‘plan’, ‘project’, ‘will’, or other
words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could
cause actual results to differ materially from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties
associated with expectations relating to, inter alia, regulatory changes pertaining to the industries in which the Company
operates and its ability to respond to them, the Company’s ability to successfully implement its strategy, its growth and
expansion, technological changes, exposure to market risks, general economic and political conditions in India or other
key markets where it operates which have an impact on its business activities or investments, the monetary and fiscal
policies, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates
8
or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes
and changes in competition in the industries in which the Company operates.
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounding-off
adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column
or row in certain tables may not conform exactly to the total figure given for that column or row.
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
The Buyback was considered and approved by the Board of Directors at their meeting held on May 17, 2022. The relevant
extracts of the Board resolutions are as follows:
Quote
“RESOLVED THAT pursuant to the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the
Companies Act, 2013 (the “Companies Act”) read with the Companies (Share Capital and Debentures) Rules, 2014,
the Companies (Management and Administration) Rules, 2014, to the extent applicable and other relevant rules made
thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-
Back of Securities) Regulations, 2018 (“SEBI Buy-back Regulations”), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including re-
enactment of the Companies Act or the rules made thereunder or the SEBI Buy-back Regulations, or the SEBI Listing
Regulations or any amendment(s) thereto) and Article 14 of the Articles of Association of the Company and subject to
such other approvals, permissions, consents, sanctions and exemptions of Securities and Exchange Board of India
(“SEBI”), Reserve Bank of India (“RBI”) and/ or other authorities, institutions or bodies (together with SEBI and RBI, the
“Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and/or
modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals,
permissions, consents, sanctions and exemptions which may be agreed, the Board of Directors of the Company (“Board”,
which term shall be deemed to include the Finance Committee of the Board and/ or officials, which the Board may
authorise to exercise its powers, including the powers conferred by this resolution) hereby consents and approves the
Buy-back by the Company of its fully paid-up equity shares having a face value of INR 1 (Indian Rupee One only) each
(“Equity Shares”), not exceeding 14,54,545 (Fourteen Lakhs Fifty Four Thousand Five Hundred and Forty Five)
(representing upto 0.98% of the total paid up Equity Share capital of the Company as on March 31, 2022) at a price of
INR 1,100 ( Indian Rupees One Thousand One Hundred only) per Equity Share (“Buy-back Offer Price”) payable in
cash for an aggregate amount not exceeding INR 160,00,00,000 (Indian Rupees One Hundred and Sixty Crores only),
excluding tax payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the Buy-back viz.
brokerage costs, fees, turnover charges, taxes such as tax on Buy-back, securities transaction tax and goods and
services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI, stock exchange charges,
advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges
(“Transaction Costs”) (such maximum amount hereinafter referred to as the “Buy-back Offer Size”) which represents
5.09% and 4.11% of the fully paid-up Equity Share capital and free reserves as at March 31, 2022, (“being the latest
audited financial statements, as on the date of Board Meeting recommending the proposal for the Buy-back”), on a
standalone and consolidated basis respectively, to be sourced out of the free reserves of the Company (retained
earnings) and/or such other source as may be permitted by the Buy-back Regulations or the Act, from all the Equity
Shareholders/ Beneficial Owners of the Equity Shares of the Company, including the Promoter and Promoter Group (as
defined hereinafter) as on the record date, to be announced in this regard, through the “tender offer” route, on a
proportionate basis as prescribed under the SEBI Buy-back Regulations (hereinafter referred to as the “Buy-back”). The
term “Promoter” will be such person as defined in the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended.
RESOLVED FURTHER THAT as required under Regulation 6 of the SEBI Buy-back Regulations, the Company may
Buy-back Equity Shares from the existing shareholders (including its Promoter and Promoter Group) who hold Equity
Shares as of record date, on a proportionate basis, provided that either fifteen percent of the number of Equity Shares
which the Company proposes to Buy-back or the number of Equity Shares which small shareholders are entitled to as
per their shareholding, whichever is higher, shall be reserved for the small shareholders as defined in the SEBI Buy-back
Regulations.
RESOLVED FURTHER THAT the Company shall implement the Buy-back using the “Mechanism for acquisition of
shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting” notified by SEBI
vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI’s circular
9
CFD/DCR2/CIR/P/2016/131 dated December, 9, 2016 and SEBI CIRCULAR CFD/DCR-III/CIR/P/2021/615 dated August
13 2021 including any amendments or statutory modifications for the time being in force.
RESOLVED FURTHER THAT all of the shareholders of the Company, as on the record date, including the Promoter and
Promoter Group, may be eligible to participate in the Buy-back, except any shareholders who may be specifically
prohibited under the applicable laws by Appropriate Authorities.
RESOLVED FURTHER THAT in terms of Regulation 4 of the SEBI Buy-back Regulations, the Buy-back of Equity Shares
from the existing shareholders as on the record date in a manner the Board may consider appropriate, from out of its free
reserves and/or securities premium account and/or such other sources or by such mechanisms as may be permitted by
applicable laws, and on such terms and conditions as the Board may decide from time to time, and in the absolute
discretion of the Board, as it may deem fit.
RESOLVED FURTHER THAT the Buy-back from shareholders who are resident outside India, including foreign
corporate bodies (including erstwhile overseas corporate bodies), foreign institutional investors/ foreign portfolio
investors, and non-resident Indians, 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 and regulations framed thereunder, and that such approvals shall be
required to be taken by such non-resident shareholders.
RESOLVED FURTHER THAT the draft of the Affidavit for Declaration of Solvency prepared in the prescribed form along
with supporting documents, presented in the meeting, be and is hereby approved and that any of the two Directors (one
of the Director being Managing Director) namely, Mr. Raamdeo Agarawal, Non-Executive Chairman, Mr. Motilal Oswal,
Managing Director & Chief Executive Officer, Mr. Navin Agarwal, Non-Executive Director, Mr. Ajay Menon, Whole-time
Director and Mr. Rajat Rajgarhia, Whole-time Director of the Company, be and are hereby authorized jointly, to sign the
same, for and on behalf of the Board and file the same with the Registrar of Companies, SEBI, and/or any other concerned
authorities, as may be necessary in accordance with the applicable laws.
RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the affairs and prospects of
the Company and after taking into account the financial position of the Company including the projections and also
considering all contingent liabilities, the Board has formed an opinion:
 that immediately following the date of this resolution approving the Buy-back, there will be no grounds on which the
Company can be found unable to pay its debts;
 that as regards the Company’s prospects for the year immediately following the date of this resolution that having
regard to the Board’s intention with respect to the management of the 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 this resolution;
 in forming an opinion for the above purposes, the Board has taken into account the liabilities as if the Company was
being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code 2016 (including
prospective and contingent liabilities).
RESOLVED FURTHER THAT confirmation is hereby made by the Board that:
• all Equity Shares of the Company are fully paid up;

• the Company has not undertaken a Buy-back of any of its securities during the period of one year immediately
preceding the date of the Board Meeting;
• the Company shall not raise further capital for a period of one year (or such period as applicable) from the expiry of
the Buy-back period i.e. the date on which the payment of consideration to shareholders who have accepted the
Buy-back offer is made, except in discharge of subsisting obligations such as conversion of warrants, stock option
schemes, sweat equity or conversion of preference share or debentures into equity shares;
• the Company shall not Buy-back its Equity Shares unless consequent reduction of its share capital is effected;
• the Company shall not issue any Equity Shares or other specified securities including by way of bonus till the date
on which the payment of consideration to shareholders who have accepted the Buy-back offer is made;
• the Company shall not Buy-back its Equity Shares or other specified securities 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 Buy-back;
10
• the aggregate maximum amount of the Buy-back, i.e. INR 160,00,00,000 (Indian Rupees One Hundred and Sixty
Crores only), does not exceed 25% of the aggregate of the paid-up capital and free reserves (including securities
premium) as per the last audited financial statements of the Company as on March 31, 2022, on a standalone and
consolidated basis;
• the number of Equity Shares proposed to be purchased under the Buy-back i.e. 14,54,545 (Fourteen Lakhs Fifty
Four Thousand Five Hundred and Forty Five) does not exceed 25% of the total Equity Shares in the paid-up equity
capital of the Company as per the latest audited standalone and consolidated balance sheet of the Company as at
March 31, 2022;
• there is no scheme of amalgamation or compromise or arrangement pending pursuant to the provisions of the
Companies Act, during the process of Buy-back;
• the Buy-back would be subject to the condition of maintaining minimum public shareholding requirements as
specified in Regulation 38 of the SEBI Listing Regulations;
• in the event of non-fulfilment of the obligations under the SEBI Buy-back Regulations by the Company, the monies
deposited in the escrow account in full or in part shall be forfeited and distributed pro rata amongst the security-
holders who accepted the offer and balance, if any, shall be utilized for investor protection in accordance with SEBI
Buy-back Regulations;
• the Company shall not withdraw the Buy-back offer after the draft letter of offer is filed with SEBI;
• the Company shall comply with the statutory and regulatory timelines in respect of the Buy-back in such manner as
prescribed under the Companies Act and/or the SEBI Buy-back Regulations and any other applicable laws;
• the Company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back
its Equity Shares;
• the Company shall not directly or indirectly purchase its Equity Shares:
o through any subsidiary company including its own subsidiary companies, if any or
o through any investment company or group of investment companies;
• the Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act;
• there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures
or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder,
or repayment of any term loans or interest payable thereon to any financial institution or banking company;
• the Company shall not Buy-back locked-in Equity Shares or other specified securities, if any, and non-transferable
Equity Shares or other specified securities, if any, till the pendency of the lock-in or till the Equity Shares or specified
securities become transferable;
• the ratio of the aggregate of secured and unsecured debts owed by the Company after the Buy-back shall not be
more than twice its paid-up capital and free reserves, each on the standalone and consolidated basis, or such other
ratio as may be permissible;
• the Company shall transfer from its free reserves or securities premium account and/ or such sources as may be
permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buy-back to the
capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited
balance sheet;
• the Buy-back shall not result in delisting of the Equity Shares from the stock exchanges wherein the Equity Shares
of the Company are listed; and
• as per Regulation 24(i)(e) of the SEBI Buy-back Regulations, the Promoter(s), and their associates, shall not deal
in the Equity Shares or other specified securities of the Company either through the stock exchanges or off-market
transactions (including inter-se transfer of Equity Shares among the Promoter(s)) from the date of passing the
resolution of the board of directors till the closing of the Buy-back offer.
RESOLVED FURTHER THAT the Buy-back is being proposed in keeping with the Company’s desire to (a) optimize
returns to shareholders; (b) enhance overall shareholders value; and (c) optimize the capital structure.
RESOLVED FURTHER THAT Mr. Raamdeo Agarawal, Non-Executive Chairman, Mr. Motilal Oswal, Managing Director
& Chief Executive Officer, Mr. Navin Agarwal, Non-Executive Director, Mr. Ajay Menon, Whole-time Director and Mr.
Rajat Rajgarhia, Whole-time Director of the Company, Chief Financial Officer or Company Secretary of the Company be
and are hereby severally authorized to make necessary applications to the statutory, regulatory or governmental
authorities as may be required under the applicable law; to sign, execute and deliver all such papers, deeds, documents,
agreements, undertakings, declarations and forms, which are necessary and incidental thereto and to do all such acts,
deeds, things and matters that may be necessary, expedient or proper with regard to the implementation of the Buy-back
or for matters incidental thereto in order to successfully complete the Buy-back.
RESOLVED FURTHER THAT Mr. Kailash Purohit, Company Secretary and Compliance Officer of the Company, be and
is hereby appointed as the Compliance Officer for the Buy-back.
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RESOLVED FURTHER THAT the powers of the Board in respect of Buy-back be and are hereby delegated to the
Finance Committee comprising of Mr. Motilal Oswal, Managing Director & Chief Executive Officer of the Company and
Chairman of the Committee, Mr. Raamdeo Agarawal, Non-Executive Chairman, Mr. Ajay Menon, Whole-time Director
and Mr. Navin Agarwal, Non-Executive Director as Member of the Committee (the “Finance Committee”).
RESOLVED FURTHER THAT the quorum for any meeting of the Finance Committee for implementing the Buy-back
shall be any two members and the Finance Committee may approve by passing appropriate resolutions (including by
way of circular resolution) in connection with the above.
RESOLVED FURTHER THAT the Finance Committee through Committee Meeting or by way of circular Resolution(s)
be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem
necessary, expedient, usual or proper, in relation to the Buy-back, including but not limited to:
 finalizing the terms of Buy-back including the mechanism for the Buy-back, the schedule of activities including
the dates of opening and closing of the Buy-back, entitlement ratio, the timeframe for completion of the Buy-
back or such other acts & things as they may deem fit which may be necessary to obtain the approval from the
shareholders;
 decide specified date or record date for the purpose of Buy-back or any amendment thereof.
 negotiation and execution of escrow arrangement(s) in accordance with the SEBI

Buy-back Regulations;
 determining limits on the participation of the Promoter and Promoter Group of the Company in the Buy-back, if
any;
 earmarking and making arrangements for adequate sources of funds for the purpose of the Buy-back including
arranging for bank guarantees as may be necessary for the Buy-back in accordance with applicable laws;
 opening, operation and closure of cash escrow bank account and special account in accordance with the
escrow agreement to be executed by the Company in this regard;
 opening, operation and closure of demat escrow account in accordance with the escrow agreement to be
executed by the Company with the depository participant;
 opening, operation and closure of trading account, as applicable in accordance with the escrow agreement to
be executed by the Company with the depository participant;
 appointing and finalizing the terms of designated stock exchange, merchant bankers, buying brokers, escrow
agents, registrars, legal counsel, depository participants, scrutinizer, advertising agency and such other
intermediaries/ agencies / persons including by the payment of commission, brokerage, fee, charges etc. and
enter into agreements/ letters in respect thereof;
 preparing, executing and filing of various documents as may be necessary or desirable in connection with or
incidental to the Buy-back including affidavit for declaration of solvency, public announcement, draft and final
letter of offer, and post-completion advertisement, including addendum or corrigendum, if any, which are
required to be filed in connection with the Buy-back on behalf of the Board;
 extinguishment of the Equity Shares and filing of certificate of extinguishment required to be filed in connection
with the Buy-back on behalf of the Company and/ or Board, as required under applicable law;
 providing such confirmation and opinions as may be required in relation to the Buy-back;
 creating and maintaining requisite statutory registers and records and furnishing requisite returns to Appropriate
Authorities;
 deal with stock exchanges (including their clearing corporations), and to sign, execute, and deliver such
documents as may be necessary or desirable in connection with implementing the Buy-back using the
"Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers,
12
Buy Back and Delisting” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read
with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI circular CFD/DCR‐
III/CIR/P/2021/615 dated August 13, 2021, including any amendments or statutory modifications for the time
being in force;
 proposing and accepting any change(s) or modification(s) in the Buy-back mechanism and the documents
connected with the said Buy-back including declaring a reduction/extension of the Buy-back offer period, as
may be deemed fit and necessary in compliance with applicable law;
 sign the documents as may be necessary with regard to the Buy-back and use the common seal of the
Company wherever necessary on relevant documents required to be executed for the Buy-back and to initiate
all necessary actions for preparation and issue of various documents and such other undertakings, agreements,
papers, documents and correspondence as may be necessary for the implementation of the Buy-back to the
Appropriate Authorities, Registrar of Companies, stock exchanges, and depositories;
 making all necessary applications, providing all necessary information and documents to, and representing the
Company before third parties, including, statutory auditors, in relation to the Buy-back;
 taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third
parties as required under applicable law;
 proposing the final acceptance of Equity Shares tendered under the Buy-back process;
 settling all such questions, difficulties or doubts that may arise in relation to the implementation of the Buy-back;
 pay to the shareholders consideration for shares bought back pursuant to the Buy-back;
 issue, furnish and make disclosures, certificates, returns, confirmations etc. as may be required under the Act,
Buy-back Regulations or other applicable law and to file such documents with the relevant persons as may be
required under the Act, Buy-back Regulations or other applicable law;
 make and file ‘Compliance Certificate’ as required under the Buy-back Regulations;
 file Return of Buy-back with Registrar and other statutory authorities and to maintain Register of Securities
bought back;
 authorize the merchant bankers, Registrar or other agencies appointed for the purpose of Buy-back to carry
out any of the activities of the Buy Back;
 carrying out incidental documentation and to prepare applications and submit them to the Appropriate
Authorities for their requisite approvals;
 do all such acts, deeds, matters and things incidental and in connection with the Buy-back and sign and deliver
such documents as may be necessary, desirable and expedient; and
 delegating all or any of the authorities conferred as above to any authorized representative(s) of the Company
to give effect to the aforesaid resolution or to accept any change(s) or modification(s) as may be suggested by
the Appropriate Authorities or advisors.
RESOLVED FURTHER THAT Ernst & Young Merchant Banking Services LLP, be and is hereby appointed as the
Manager to the Buy-back in accordance with the relevant provisions of the SEBI Buy-back Regulations, on the terms and
conditions as set out in the draft engagement letters, and that any one of the Directors or Chief Financial Officer or
Company Secretary of the Company be and are hereby severally authorized to accept the same (including any
amendment thereto) for and on behalf of the Company.
RESOLVED FURTHER THAT ICICI Securities Limited, be and is hereby appointed as Broker for the Buy-back (“Buying
Broker”) in accordance with the applicable laws including the SEBI Buy-back Regulations, on the terms and conditions
as may be mutually agreed and that any one of the Directors or Chief Financial Officer or Company Secretary of the
Company be and are severally authorized to accept the same (including any amendment thereto) for and on behalf of
the Company.
13
RESOLVED FURTHER THAT ICICI Bank Limited, be and is hereby appointed as Banker for the Buy-back (“Escrow
Bank”) in accordance with the applicable laws including the SEBI Buy-back Regulations, on the terms and conditions as
may be mutually agreed and that any one of the Directors or Chief Financial Officer or Company Secretary of the
Company be and are severally authorized to accept the same (including any amendment thereto) for and on behalf of
the Company.
RESOLVED FURTHER THAT Link Intime India Private Limited, be and is hereby appointed and designated as the
Investor Service Centre and Registrar for the Buy-back in accordance with the applicable laws including the SEBI Buy-
back Regulations, on the terms and conditions as set out in the draft engagement letter and that any one of the Directors
or Chief Financial Officer or Company Secretary of the Company be and are severally authorized to accept the same
(including any amendment thereto) for and on behalf of the Company.
RESOLVED FURTHER THAT the National Stock Exchange of India Limited, be and is hereby appointed as the
designated stock exchange for the purpose of the Buy-back.
RESOLVED FURTHER THAT the common seal of the Company be affixed on relevant documents required to be
executed for the Buy-back if any, in accordance with the relevant provisions of the Articles of Association of the Company.
RESOLVED FURTHER THAT that for the purpose of giving effect to this Resolution, Finance Committee, any one of the
Directors or Chief Financial Officer or Company Secretary of the Company be and are hereby severally authorized to
give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may
arise in relation to the Buy-back.
RESOLVED FURTHER THAT the Company shall, before opening of the Buy-back offer, create an escrow account, either
in form of bank guarantee or cash deposit or a combination thereof, towards security performance of its obligations as
may be prescribed under the Companies Act and the SEBI Buy-back Regulations and, on such terms, and conditions as
the Board or the Buy-back Committee thereof may deem fit.
RESOLVED FURTHER THAT no information/ material likely to have a bearing on the decision of the shareholders has
been/shall be suppressed/ withheld and/ or incorporated in the manner that would amount to mis-statement/
misrepresentation and in the event of it transpiring at any point of time that any information/ material has been
suppressed/ withheld and/ or amounts to mis-statement/ misrepresentation, the Board and the Company shall be liable
for penalty in terms of the provisions of the Companies Act and SEBI Buy-back Regulations.
RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer, or confer any
obligation on the Company or the Board or the Buy-back Committee to buy back any shares, or impair any power of the
Company or the Board or the Buy-back Committee to terminate any process in relation to such Buy-back, if permitted by
law.
RESOLVED FURTHER THAT the Company shall maintain a register of Equity Shares bought back wherein details of
Equity Shares so bought, consideration paid for the Equity Shares bought back, date of cancellation of Equity Shares
and date of extinguishing the Equity Shares and such other particulars as may be prescribed in relation to the Buy-back
shall be entered and that Company Secretary and Compliance Officer of the Company be and is hereby authorized to
authenticate the entries made in the said register.
RESOLVED FURTHER THAT the particulars of the Equity Share certificates extinguished and destroyed shall be
furnished by the Company to the Stock Exchanges within seven days of such extinguishment or destruction of the
certificates and the dematerialised Equity Shares shall be extinguished and destroyed in the manner as specified under
the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the
bye-laws, circulars, guidelines framed thereunder, each as amended, and that any one of Directors of the Company,
Chief Financial Officer and Company Secretary of the Company be and are hereby severally authorized to do all such
acts as may be required for this purpose.
RESOLVED FURTHER THAT any one of the Directors, Chief Financial Officer and Company Secretary of the Company
be and are hereby severally authorized to send the necessary intimations to the Stock Exchanges in relation to this
resolution, as may be required under the SEBI Listing Regulations; to file necessary e-forms with the Registrar of
Companies, and to do all such acts, deeds and things or incidental for signing and filing of forms, payment of fees etc.
and to do all such other acts, things and deeds, as may be required for the aforesaid purpose or other services as that
may be necessary to give effect to the above resolutions.
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RESOLVED FURTHER THAT a copy of this Resolution duly certified to be true by any one of the Directors or Company
Secretary of the Company be issued as may be necessary to give effect to the resolution.”
Unquote
5. DETAILS OF THE PUBLIC ANNOUNCEMENT
5.1 In accordance with Regulation 7(i) of the SEBI Buyback Regulations, the Company has made a Public Announcement
dated May 18, 2022 for the Buyback which was published on May 19, 2022 in the following newspapers:
Name of the Newspaper Language Editions

Business Standard English All
Business Standard Hindi All
Mumbai Lakshadeep Marathi Mumbai
5.2 A copy of the Public Announcement is available on the Company's website i.e. www.motilaloswalgroup.com, the website
of SEBI i.e. www.sebi.gov.in and on the websites of Stock Exchanges, i.e. www.nseindia.com and www.bseindia.com.
6. DETAILS OF THE BUYBACK
6.1 Motilal Oswal Financial Services Limited has announced the offer to Buyback up to 14,54,545 (Fourteen Lakhs Fifty Four
Thousand Five Hundred and Forty Five) Equity Shares, representing 0.98% of the total paid-up Equity Share capital of
the Company, from all Eligible shareholders (Equity Shareholders as on the Record Date, being Friday, May 27, 2022)
on a proportionate basis, through the ‘tender offer’ process, at a price of INR 1,100 (Indian Rupees One Thousand One
Hundred only) per Equity Share, payable in cash, for an aggregate amount not exceeding INR 160,00,00,000 (Indian
Rupees One Hundred and Sixty Crores only) excluding the Transaction Costs, represents 5.09% and 4.11% of the
aggregate fully paid-up Equity Share capital and free reserves of the Company as at March 31, 2022, on audited
standalone and consolidated financial statements, respectively, which is within the statutory limit of 25% of the aggregate
of paid-up capital and free reserves (including securities premium) of the Company.
6.2 The Buyback is in accordance with Article 14 of the Articles of Association and Sections 68, 69, 70, and any other
applicable provisions, if any, of the Companies Act, and rules framed thereunder, including the Share Capital Rules and
the Management Rules, to the extent applicable, SEBI Buyback Regulations read with SEBI Circulars, and the SEBI
Listing Regulations, subject to such other approvals, permissions, consents, exemptions and sanctions, as may be
necessary and subject to any modifications and conditions, if any, as may be prescribed by SEBI, Registrar of Companies,
Maharashtra - Mumbai, the Stock Exchanges and/or other authorities while granting such approvals, permissions,
sanctions and exemptions, which may be agreed by the Board.
6.3 The Equity Shares are listed on NSE and BSE. The Buyback shall be undertaken on a proportionate basis from all the
Eligible Shareholders through the Tender Offer process prescribed under Regulation 4(iv)(a) of the Buyback Regulations
and shall be implemented using the stock exchange mechanism as specified by SEBI Circulars. In this regard, the
Company will request NSE to provide the acquisition window for facilitating tendering of Equity Shares under the Buyback
and for the purposes of this Buyback, NSE will be the designated stock exchange.
6.4 The Buyback from the Eligible Shareholders who are Non-Resident Shareholders, shall be subject to such approvals, if
any and to the extent necessary or required from the concerned authorities, including approvals from the RBI under the
FEMA and that such approvals shall be required to be taken by such Non-Resident Shareholders.
6.5 The Buyback price is INR 1,100 (Indian Rupees One Thousand One Hundred only). The Buyback Price has been arrived
at after considering various factors such as (i) the share price benchmarks on the NSE, the stock exchange where the
maximum volume of trading in the Equity Shares is recorded, (ii) the net worth of the Company, and (iii) impact of Buyback
on the earnings per Equity Share.
6.6 The Buyback would involve reservation for Small Shareholders which will be 15% of the number of Equity Shares that
the Company proposes to Buyback, or their entitlement, whichever is higher.
6.7 The aggregate shareholding of the (i) promoters and members of the promoter group (“Promoter and Promoter Group”)
and persons in control, (ii) Directors of the companies which are part of the Promoter and Promoter Group, and (iii)
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Directors and Key Managerial Personnel of the Company as on the date of the Board Meeting i.e. May 17, 2022 are as
follows:
(i) Aggregate shareholding of the Promoter and Promoter Group and persons who are in control as on the date of
the Board Meeting i.e. May 17, 2022:
% of paid-up
Sl.
Name of Shareholder Category No. of Equity Shares equity share
No.
capital
1. Motilal Oswal Family Trust Promoter 4,33,41,158 29.08
2. Raamdeo Agarawal Promoter 4,03,69,047 27.08
3. Motilal Oswal Promoter 77,87,622 5.22
4. Suneeta Raamdeo Agrawal Promoter Group 64,27,605 4.31
5. Raamdeo Ramgopal Agrawal-HUF Promoter Group 45,35,574 3.04
6. Vaibhav Raamdeo Agrawal Promoter Group 2,54,479 0.17
7. Vimla Motilal Oswal Promoter Group 1,25,987 0.08
8. Karoon Ramgopal Agarawal Promoter Group 1,00,000 0.07
9. Suman Agrawal Promoter Group 1,00,000 0.07
10. Vedika Karnani Promoter Group 1,00,000 0.07
11. Vinay Agrawal Promoter Group 1,00,000 0.07
12. Anita Agrawal Promoter Group 80,000 0.05
13. Sukhdeo Ramgopal Agarawal Promoter Group 78,500 0.05
14. Satish Agrawal Promoter Group 78,020 0.05
15. Govind Deo Agarawal Promoter Group 55,770 0.04
16. Oswal Rajendra Gopilal Promoter Group 54,996 0.04
17. Pratik Ranjit Mehta Promoter Group 12,000 0.01
18. Vimala Devi Promoter Group 1,430 0.00
19. Motilal Gopilal Oswal-HUF Promoter Group 867 0.00
20. Osag Enterprises LLP Promoter Group 2,000 0.00
Total 10,36,05,055 69.50
(ii) Aggregate shareholding of the Directors of companies which are a part of the Promoter and Promoter Group,
as on the date of the Board Meeting i.e. May 17, 2022:
%
Sl. No. Name of Shareholder Designation No. of Equity Shares
Shareholding
1. Raamdeo Agarawal Non-Executive Chairman 4,03,69,047 27.08
Managing Director and
2. Motilal Oswal 77,87,622 5.22
Chief Executive Officer
(iii) Aggregate shareholding of the Directors and Key Managerial Personnel of the Company as on the date of the
Board Meeting i.e. May 17, 2022:
%
Sl. No. Name of Shareholder Designation No. of Equity Shares
Shareholding
1. Raamdeo Agarawal Non-Executive Chairman 4,03,69,047 27.08
Managing Director and
2. Motilal Oswal 77,87,622 5.22
Chief Executive Officer
3. Navin Agarwal Non-Executive Director 77,04,010 5.17
4. Rajat Rajgarhia Whole-time Director 17,42,838 1.17
5. Ajay Menon Whole-time Director 3,75,000 0.25
6. Chandrashekhar Karnik Independent Director - -
7. C. N. Murthy Independent Director - -
8. Divya Momaya Independent Director - -
9. Swanubhuti Jain Independent Director - -
10. Pankaj Bhansali Independent Director - -
11. Shalibhadra Shah Chief Financial Officer 38,001 0.03
12. Kailash Purohit Company Secretary - -
16
6.8 Intention of the Promoter: In terms of SEBI Buyback Regulations, under tender offer route, the Promoter and Promoter
Group have an option to participate in the Buyback. In this regard, the Promoter and Promoter Group entities and persons
in control of the Company have expressed its intention to participate in the Buyback vide their letters dated May 17, 2022
and may tender upto a maximum of 74,08,712 (Seventy Four Lakhs Eight Thousand Seven Hundred and Twelve) Equity
Shares or such lower number of the Equity Shares in accordance with the provisions of the SEBI Buyback Regulations
or terms of the Buyback or permitted under the applicable law. Please see below the maximum number of Equity Shares
proposed to be tendered by each of the Promoter and Promoter Group as well as persons in control of the Company:
Sl. Name of the Promoter and Promoter Group entity Maximum no. of Equity Shares
No. intended to be offered
1 Motilal Oswal Family Trust 14,54,545
2 Raamdeo Agarawal 14,54,545
3 Motilal Oswal 14,54,545
4 Suneeta Raamdeo Agrawal 14,54,545
5 Raamdeo Ramgopal Agrawal-HUF 14,54,545
6 Vimla Motilal Oswal 1,25,987
7 Sukhdeo Ramgopal Agarawal 10,000
Total 74,08,712
6.9 The details of the date and price of acquisition of the Equity Shares that the Promoter and Promoter Group intends to
tender in the Buyback are set forth below:
i. Motilal Oswal Family Trust
Sl. Date of the Nature of transaction No. of Equity Face Issue/ Consideration
No. transaction Shares Value Acquisition (Cash, other
price (INR) than cash, etc)
1 March 30, 2022 Allotted pursuant to 4,31,86,658* 1 NA NA
Scheme of Arrangement
ii. Raamdeo Ramgopal Agarawal
No. transaction Shares Value Acquisition (Cash, other than
(INR) price (INR) cash, etc) (INR)
Allotted pursuant to
1 March 30, 2022 3,31,68,132* 1 NA NA
iii. Motilal Gopilal Oswal
Issue/ Consideration
Face
Sl. Date of the No. of Equity Acquisiti (Cash, other
Nature of transaction Value
No. transaction Shares on price than cash, etc)
(INR)
(INR) (INR)
Subscriber to the
1 May 18, 2005 12,500 10 10 1,25,000
Memorandum
June 06, Split of Equity Shares
2 62,500 2 2 NA
2005 from 10 to 2
January 18, Further Allotment of
3 36,12,075 2 2 72,24,150
2006 equity shares for cash
Further Allotment of
4 April 29, 2006 87,61,995 2 2 1,75,23,990
equity shares for cash
December Consolidation of Face
5 49,74,628 5 NA NA
26, 2006 Value from 2 to 5
Gifting of Shares to
6 July 09, 2007 (38,000) 5 NA NA
Relatives
August 04, Split of Equity Shares
7 2,46,83,140 1 NA NA
2008 from 5 to 1
8 October 21, Inter-se Transfer to (10,00,000) 1 172.25 17,22,50,000
17
Issue/ Consideration
Face
Sl. Date of the No. of Equity Acquisiti (Cash, other
Nature of transaction Value
No. transaction Shares on price than cash, etc)
(INR)
(INR) (INR)
2009 Promoter / Promoter
Group
9 May 23, 2011 9,326 1 101.17 9,43,511.42
10 May 24, 2011 7,024 1 105.14 7,38,503.36
11 May 26, 2011 Purchase – Open 75 1 109 8,175
June 15, market
12 3,000 1 106.13 3,18,390
2011
June 15,
13 7,911 1 100.45 7,94,659.95
2011
October 04,
14 (1,16,00,000) 1 122.3 1,41,86,80,000
2012
August 09,
15 (3,50,000) 1 1,080.00 37,80,00,000
2017
February 09,
16 (1,20,869) 1 1,132.00 13,68,23,708
2018
September
17 (2,69,500) 1 672 18,11,04,000
28, 2018
January 30,
18 (4,92,300) 1 635 31,26,10,500
2019
Inter-Se Transfer to
March 26,
19 Promoter / Promoter (7,15,736) 1 614 43,94,61,904
2019
Group
October 09,
20 (14,08,316) 1 610 85,90,72,760
2019
February 04,
21 (2,27,783) 1 772 17,58,48,476
2020
February 16,
22 (3,34,900) 1 601 20,12,74,900
2021
August 13,
23 (25,000) 1 838.4 2,09,60,000
2021
February 14,
24 (3,35,000) 1 905.7 30,34,09,500
2022
March 02, Gifting of Shares to
25 (12,000) 1 0 NA
2022 Relatives
Inter-Se Transfer to
March 23,
26 Promoter / Promoter (31,450) 1 868.65 2,73,19,042.50
2022
Group
iv. Suneeta Ramgopal Agrawal
No. transaction Shares Value Acquisition (Cash, other than
(INR) price (INR) cash, etc) (INR)
1 March 30, 2022 Allotted pursuant to 61,32,205* 1 NA NA
v. Raamdeo Ramgopal Agarawal - HUF
Consideration
Face Issue/
Sl. Date of the No. of Equity (Cash, other
Nature of transaction Value Acquisition
No. transaction Shares than cash, etc)
(INR) price (INR)
(INR)
March 30, Allotted pursuant to
1. 38,85,574* 1 NA NA
2022 Scheme of Arrangement
18
vi. Vimla Motilal Oswal
Sr. Date of the Nature of transaction No. of Face Issue/ Consideration

No. transaction Equity Value Acquisition (Cash, other
Shares price (INR) than cash, etc)
1 May 18,
Subscriber to the Memorandum 12,400 10 10
2005 1,24,000
2 June 06,
Split of Equity Shares from 10 to 2 62,000 2 NA
2005 NA
3 January 18,
Allotment of shares 620 2 2
2006 1,240
4 December Consolidation of Face Value from 2
25,048 5 NA
26, 2006 to 5 NA
5 August 04,
Split of Equity Shares from 5 to 1 1,25,240 1 NA
2008 NA
6 March 30, Allotted pursuant to Scheme of 747* 1 NA NA*
2022 Arrangement
vii. Sukhdeo Ramgopal Agarawal
Consideration
Face Issue/
Sl. Date of the No. of Equity (Cash, other
Nature of transaction Value Acquisition
No. transaction Shares than cash, etc)
(INR) price (INR)
(INR)
1 July 09, 2007 Received by way of gift 10,000^ 1 NA NA
^Received 20,000 equity shares (physical form) of face value of INR 5 each of the Company on July 09, 2007 by way of gift from Raamdeo
Agarawal. The face value of the said shares were split from INR 5 to INR 1 on August 04, 2008, basis which he then held 1,00,000 Equity Shares.
The said Equity Shares were held in demat form from September 25, 2008. Out of this, over the period, he has sold an aggregate of 52,109
Equity Shares and he intends to tender upto 10,000 Equity Shares from the balance under the Buyback. In addition, over the period, he has also
purchased an aggregate of 30,609 Equity Shares.
*The Board of Directors of the Company in their meeting held on March 30, 2022, allotted fully paid up equity shares of the face value of INR 1
each, pursuant to the scheme of amalgamation between Passionate Investment Management Private Limited (“the Transferor Company 1” or
“PIMPL”) and MOPE Investment Advisors Private Limited (“the Transferee Company 2” or “the Demerged Company 1” or “the Transferor
Company 3” or “MOPE”) and Motilal Oswal Real Estate Investment Advisors Private Limited (“the Transferor Company 2” or “MORE”) and Motilal
Oswal Real Estate Investment Advisors II Private Limited (“the Demerged Company 2” or “the Transferor Company 4” or “MORE II”) and MO
Alternate Investment Advisors Private Limited (“the Resulting Company” or “MO Alternate”) and Motilal Oswal Financial Services Limited (“the
Transferee Company 1” or “the Holding Company of the Resulting Company” or “MOFSL”) and their respective Shareholders (‘the Scheme’) as
approved by Hon’ble National Company Law Tribunal, Mumbai Bench vide order dated March 11, 2022.
6.10 Aggregate number of Equity Shares purchased or sold by the Promoter and Promoter Group, persons in control, Directors
of companies which are part of the Promoter and Promoter Group and Directors and Key Managerial Personnel of the
Company during a period of 12 (twelve) months preceding the date of the Public Announcement i.e. May 18, 2022:
(a) Aggregate of shares purchased or sold by the Promoter and Promoter Group and persons who are in control:
Sl. Name No. of Nature of Transaction Date of Allotment/ Price per Equity
No. Equity Transaction Share (INR)
Shares
1. Motilal Oswal 4,31,86,658 Allotted pursuant to March 30, 2022 NA*
Family Trust Scheme of Arrangement
2. Raamdeo (25,000) Inter-se Transfer August 13, 2021 838.40
Agarawal (3,35,000) Inter-se transfer February 14, 2022 905.7
(31,450) Inter-se transfer March 23, 2022 868.65
3,31,68,132 Allotted pursuant to March 30, 2022 NA*
3. Motilal Oswal (25,000) Inter-se transfer August 13, 2021 838.4
(3,35,000) Inter-se transfer February 14, 2022 905.7
(12,000) Gift to relatives March 02, 2022 NA
19
Sl. Name No. of Nature of Transaction Date of Allotment/ Price per Equity
No. Equity Transaction Share (INR)
Shares
4. Suneeta Raamdeo 61,32,205 Allotted pursuant to March 30, 2022 NA*
Agrawal Scheme of Arrangement
5. Raamdeo 38,85,574 Allotted pursuant to March 30, 2022 NA*
Ramgopal Scheme of Arrangement
Agrawal-HUF
6. Vimla Motilal Oswal 747 Allotted pursuant to March 30, 2022 NA*
7. Oswal Rajendra (4) Sell – Open market December 31, 2021 914.50**
Gopilal
8. Pratik Ranjit Mehta 12,000 Gift from relatives March 02, 2022 NA
9. Motilal Gopilal 747 Allotted pursuant to March 30, 2022 NA*
Oswal-HUF Scheme of Arrangement
** Minimum and maximum price; single trade transaction
(b) Aggregate shares purchased or sold by the Directors of companies which are part of the Promoter and Promoter
Group:
Sl No. Name No. of Nature of Transaction Date of Allotment/ Price per Equity
Equity Transaction Share (INR)
Shares
1. Raamdeo (25,000) Inter-se transfer August 13, 2021 838.4
(c) Aggregate shares purchased or sold by the Directors and Key Managerial Personnel of the Company:
Sl No. Name No. of Equity Nature of Transaction Date of Allotment/ Price per Equity
Shares Transaction Share (INR)
1. Raamdeo (25,000) Inter-se transfer August 13, 2021 838.4
3. Ajay Menon (25,000) Sell (Open Market) November 01, 2021 918.11^^
4. Shalibhadra Shah 15,000 Allotted by way of ESOP November 22, 2021 867.45
*The Board of Directors of the Company in their meeting held on March 30, 2022, allotted fully paid up equity shares of the face value of INR 1 each, pursuant to the
scheme of amalgamation between Passionate Investment Management Private Limited (“the Transferor Company 1” or “PIMPL”) and MOPE Investment Advisors
Private Limited (“the Transferee Company 2” or “the Demerged Company 1” or “the Transferor Company 3” or “MOPE”) and Motilal Oswal Real Estate Investment
Advisors Private Limited (“the Transferor Company 2” or “MORE”) and Motilal Oswal Real Estate Investment Advisors II Private Limited (“the Demerged Company 2”
or “the Transferor Company 4” or “MORE II”) and MO Alternate Investment Advisors Private Limited (“the Resulting Company” or “MO Alternate”) and Motilal Oswal
Financial Services Limited (“the Transferee Company 1” or “the Holding Company of the Resulting Company” or “MOFSL”) and their respective Shareholders (‘the
Scheme’) as approved by Hon’ble National Company Law Tribunal, Mumbai Bench vide order dated March 11, 2022.
^^ Minimum price INR 914.30 and Maximum Price INR 928.00, based on gross purchase price; same date transaction
20
6.11 The Promoter and Promoter Group hold 69.50% of the Equity Shares in the total outstanding equity share capital of the
Company. For details with respect to Promoters’ shareholding post Buyback, please refer to paragraph 14 (Capital
Structure and Shareholding Pattern) on page 24.
6.12 Upon completion of the Buyback, the Company will comply with the requirement of maintaining a minimum public
shareholding of at least 25% of the total paid up Equity Share capital as provided under Regulation 38 of the SEBI Listing
Regulations.
7. AUTHORITY FOR THE BUYBACK
7.1 The Buyback is in accordance with Article 14 of the Articles of Association of the Company and Sections 68, 69, 70, and
any other applicable provisions, if any , of the Companies Act, and rules framed thereunder, including the Share Capital
Rules and the Management Rules, to the extent applicable, SEBI Buyback Regulations read with SEBI Circulars, and
the SEBI Listing Regulations, subject to such other approvals, permissions, consents, exemptions and sanctions, as
may be necessary and subject to any modifications and conditions, if any, as may be prescribed by SEBI, Registrar of
Companies, Maharashtra - Mumbai, the Stock Exchanges and/or other authorities while granting such approvals,
permissions, sanctions and exemptions, which may be agreed by the Board.
7.2 The Buyback has been duly authorised by a resolution of the Board of Directors dated May 17, 2022.
8. NECESSITY OF THE BUYBACK
8.1 The Buyback is being undertaken by the Company to return surplus funds to its equity shareholders, which are over and
above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost
effective manner. The Buyback is being undertaken with following objectives:
 The Buyback will help the Company to distribute surplus cash to its shareholders holding Equity Shares broadly
in proportion to their shareholding, thereby, enhancing the overall return to the shareholders;
 The Buyback will help the Company to optimise the capital structure;
 The Buyback, which is being implemented through the ‘tender offer’ route as prescribed under the SEBI Buyback
Regulations, would involve a reservation of 15% of the Buyback Size for Small Shareholders. The Company
believes that this reservation of 15% for Small Shareholders would benefit a large number of the Company’s
public shareholders, who would get classified as “Small Shareholders” as per Regulation 2(i)(n) of the SEBI
Buyback Regulations;
 The Buyback would help in improving financial ratios like earnings per share, return on capital employed and
return on equity, by reducing the equity base of the Company;
 The Buyback gives the Eligible Shareholders the choice to either (i) participate in the Buyback and receive cash
in lieu of their Equity Shares which are accepted under the Buyback or (ii) not to participate in the Buyback and
get a resultant increase in their percentage shareholding in the Company, post the Buyback, without additional
investment.
9. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY
9.1 The Company believes that the Buyback is not likely to cause any material impact on the profitability/ earnings of the
Company except a reduction in the current investments, which the Company could have otherwise deployed towards
generating investment income. Assuming there is full response to the Buyback, the funds deployed by the Company
towards the Buyback would be INR 160,00,00,000 (Indian Rupees One Hundred and Sixty Crores only) excluding the
Transaction Costs.
9.2 The Company believes that the Buyback will not in any manner impair its ability to pursue growth opportunities or meet
its cash requirements for business operations. The Buyback is likely to result in improvement in EPS and enhance the
return on equity. The Buyback is being undertaken, inter alia, for helping the Company to return surplus cash to the
Eligible Shareholders broadly in proportion to their shareholding, thereby, enhancing the overall return to the
shareholders.
21
9.3 The promoter may intend to participate in the Buyback. For further details, please refer to “Details of the Buyback -
Intention of the promoter to participate in the Buyback” on page 17. Assuming response to the Buyback is to the extent
of 100% (full acceptance) from all the Eligible Shareholders up to their Buyback Entitlement, the aggregate shareholding
of the promoter, post Buyback may increase from 69.50%, which is the shareholding as on the date of this Letter of Offer,
to 69.60% of the post Buyback Equity Share capital of the Company and the aggregate shareholding of the public may
decrease from 30.50%, which is the public shareholding as on the date of this Letter of Offer, to 30.40% of the post
Buyback Equity Share capital of the Company.
9.4 The Buyback is not expected to result in a change in control or otherwise affect the existing management structure of the
Company.
9.5 Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-Resident Shareholders
(including FIIs and FPIs), Indian financial institutions, banks and other shareholders, the shareholding under each
category may undergo a change.
9.6 As required under Section 68(2)(d) of the Companies Act, 2013 the ratio of the aggregate of secured and unsecured
debts owed by the Company shall not be more than twice its paid up Equity Share capital and free reserves post
completion of the Buyback, even if the response to the Buyback is to the extent of 100% (full acceptance).
9.7 In compliance with the provisions of Regulation 24(i)(f) of the SEBI Buyback Regulations, the Company shall not raise
further capital for a period of 1 (one) year from the date on which the payment of consideration to shareholders who have
accepted the buyback offer is made except in discharge of subsisting obligations such as conversion of warrants, stock
option schemes, sweat equity or conversion of preference share or debentures into equity shares.
9.8 The Company shall not issue any Equity Shares or other specified securities, including by way of bonus, from the date
of board resolution approving the Buyback until the date of expiry of the Buyback Period.
9.9 The Company, as per the provisions of Section 68(8) of the Companies Act, will not make a further issue of the same
kind of shares or other securities including allotment of new shares under Section 62(1)(a) of the Companies Act or other
specified securities within a period of six months except by way of a bonus issue or in the discharge of subsisting
obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or
debentures into equity shares.
9.10 As per Regulation 24(i)(e) of the SEBI Buyback Regulations, the promoter and its associates, shall not deal in the Equity
Shares or other specified securities of the Company either through the stock exchanges or off-market transactions
(including inter-se transfer of Equity Shares among the promoter and members of promoter group) from the date of board
resolution approving the Buyback till the closing of the Buyback.
9.11 The Company is not undertaking the Buyback so as to delist its shares from the Stock Exchanges.
9.12 Salient financial parameters consequent to the Buyback based on the latest audited standalone and consolidated
financial statements for the financial year ended March 31, 2022 are as under:
Standalone Consolidated
Parameter
Pre-Buyback Post-Buyback* Pre-Buyback Post-Buyback*
Net worth# (INR lakhs) 4,24,210.60 4,08,210.60 5,67,463.20 5,51,463.20
Return on Net worth (%) 17.99 18.36 25.86 26.27
EPS – Basic (INR) 48.10 48.57 89.14 90.02
EPS –Diluted (INR) 47.69 48.16 88.38 89.25
Book value per share (INR) 284.58 276.55 380.69 373.60
Price / Earnings Ratio (P/E)** 19.15 18.97 10.33 10.23
Total Debt/ Equity Ratio 0.51 0.53 1.10 1.13
# Net worth excludes revaluation reserves and miscellaneous expenditure to the extent not written off and foreign currency translation
reserve
* The post Buyback numbers are calculated by reducing the net worth by the proposed Buyback of INR 160,00,00,000 (assuming full
acceptance) without factoring in any other impact to the net worth.

**Share price used to calculate P/E has been taken as closing price of April 28, 2022 (the date of intimation of the Board Meeting for
considering the Buyback) on NSE i.e. INR 921.25.
The key ratios have been computed as below:
22
Key Ratios Basis
Basic and Diluted Net Profit After Tax attributable to equity shareholders / Weighted average number of Shares
EPS (INR) outstanding during the year
Book value per share Net worth (excluding revaluation reserves and miscellaneous expenditure to the extent not written
(INR) off and foreign currency translation reserve) / Number of Equity Shares outstanding at year end
Total Debt-Equity Total Debt / Net Worth (excluding revaluation reserves and miscellaneous expenditure to the
Ratio extent not written off and foreign currency translation reserve)
Return on Net worth Net Profit After Tax / Average Net Worth (excluding revaluation reserves and miscellaneous
(%) expenditure to the extent not written off and foreign currency translation reserve)
P/E Ratio Market Price per Equity Share/ Earnings per Equity Share
10. BASIS OF CALCULATING THE BUYBACK OFFER PRICE
10.1 The Equity Shares of the Company are proposed to be bought back at a price of INR 1,100 (Indian Rupees One Thousand
One Hundred only) per Equity Share.
10.2 The Buyback Offer Price has been arrived at after considering various factors such as (i) the share price benchmarks on
the NSE, the stock exchange where the maximum volume of trading in the Equity Shares is recorded, (ii)the net worth of
the Company, and (iii) impact of Buyback on the earnings per Equity Share.
10.3 The Buyback Offer Price represents:
a. premium of 22.96% over the volume weighted average market price of the Equity Shares on NSE during the three
months preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of
the Buyback.
b. premium of 20.97% over the volume weighted average market price of the Equity Shares on NSE for two weeks
preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the
Buyback.
c. premium of 22.96% over the volume weighted average market price of the Equity Shares on NSE for the 60 trading
days preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the
Buyback.
d. premium of 19.40% over the closing market price of the Equity Shares as on the date of intimation of the date of the
Board Meeting i.e. April 28, 2022, was INR 921.25 on NSE.
10.4 For trends in the market price of the Equity Shares, please refer to “Stock Market Data” on page 33. For details of salient
financial parameters, both pre-Buyback and post-Buyback, based on the latest audited standalone and consolidated
financial statements of the Company for the financial year ended March 31, 2022, please refer to paragraph 9.12 on page
22.
11. SOURCES OF FUNDS FOR THE BUYBACK
11.1 Assuming full acceptance, the funds that would be utilised by the Company for the purpose of the Buyback would be
INR 160,00,00,000 (Indian Rupees One Hundred and Sixty Crores only) excluding the Transaction Costs.
11.2 The funds required for implementation of the Buyback will be sourced from current balances of cash and cash
equivalents and/or internal accruals of the Company and/or liquidation of financial instruments held by the Company.
The Company will transfer from its free reserves and/or securities premium account a sum equal to the nominal value
of the Equity Shares bought back pursuant to the Buyback to the Capital Redemption Reserve Account and details of
such transfer will be disclosed in the subsequent audited financial statements of the Company. The Company has neither
raised nor does it intend to raise additional debt in connection with the Buyback.
11.3 This Buyback is not likely to cause any material impact on the earnings of the Company, except for the cost of financing
the Buyback, being a reduction in the current investments (held in the form of fixed deposits) that the Company could
have otherwise earned on the funds deployed.
11.4 The Company confirms that the funds for the Buyback will be made available out of its internal accruals and not out of
the funds borrowed, if any, from banks and financial institutions.
23
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
12.1 In accordance with Regulation 9(xi) of the SEBI Buyback Regulations, the Company has appointed ICICI Bank Limited,
having its registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara - 390 007, Gujarat, India,
and acting through its branch, situated at Capital Market Division Branch located at 163, 5th Floor, H.T. Parekh Marg,
Backbay Reclamation, Churchgate, Mumbai-400020, as the Escrow Agent for Buyback and an Escrow Agreement has
been entered into amongst the Company, the Manager to the Buyback and Escrow Agent on May 31, 2022.
12.2 In accordance with the Escrow Agreement, the Company shall open an Escrow Account in the name and style of
“MOFSL– Buyback 2022 – Escrow A/c” bearing account number 000405134826 with the Escrow Agent. In accordance
with Regulation 9(xi) of the SEBI Buyback Regulations, the Company will deposit INR 31,00,00,000 (Indian Rupees Thirty
One Crores only) in the Escrow Account, on or before Buyback Opening Date. In accordance with the SEBI Buyback
Regulations, the Manager to the Buyback will be empowered to operate the Escrow Account. The Company proposes to
satisfy its obligations under Regulations 9(xi)(a) and (b) of the Buyback Regulations by either (a) depositing cash; (b)
having a bank guarantee issued in favour of the Manager to the Buyback; (c) depositing acceptable securities, with
appropriate margin, in favour of the Manager to the Buyback; or (d) a combination of (a), (b) or (c), on or before the
Buyback Opening Date.
13. FIRM FINANCING ARRANGEMENTS
13.1 The Company has adequate and firm financial resources to fulfil the obligations under the Buyback and the same has
been certified by M/s Aneel Lasod and Associates, Chartered Accountants (Firm Registration No: 124609W) through
their Partner, Aneel Lasod (Membership Number: 040117), by their certificate dated May 17, 2022. The registered office
address of M/s Aneel Lasod and Associates, Chartered Accountants is A-1101-1103, Corporate Annexe, Sonawala
Lane, Near Udyog Bhawan, Goregaon (East), Mumbai – 400 063 and its telephone no. is +91 22 2686 5408/ 2686 0878
and its email id is aneel@aneellasod.com.
13.2 Based on the aforementioned certificate, the Manager to the Buyback confirms that it is satisfied that firm arrangements
for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the
Buyback in accordance with the SEBI Buyback Regulations.
14. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
14.1 The present and the post-Buyback capital structure of the Company are set forth below:
Particulars Present Post completion of Buyback

INR 112,00,00,000 INR 112,00,00,000
(112,00,00,000 Equity Shares) (112,00,00,000 Equity Shares)
Authorised share capital
INR 62,00,00,000 INR 62,00,00,000
(62,00,00,000 Preference Shares) (62,00,00,000 Preference Shares)
Issued, subscribed and fully paid-up INR 14,90,62,919 INR 14,76,08,374
share capital (14,90,62,919 Equity Shares) (14,76,08,374 Equity Shares)#
#Assuming the full Acceptance of the Buyback Offer Size. However, the post-Buyback issued, subscribed and paid-up capital may
differ depending upon the actual number of Equity Shares bought back.
14.2 Details of the buyback programme undertaken by the Company in the last three years are given below:
Sl No. Opening Date Closing Date Method of Buyback Equity Shares Bought Back
1 April 01, 2020 September 30, 2020 Open Market 19,09,144
14.3 The Company confirms that:

a. all Equity Shares are fully paid-up and there are no partly paid-up shares or calls in arrears;
b. there are no outstanding convertible securities; and
c. it shall not issue, including through a bonus issue, Equity Shares or any other specified securities, until the expiry
of Buyback period in accordance with Regulation 24(i)(b) of the SEBI Buyback Regulations
d. no scheme of amalgamation or compromise or arrangement pursuant to the Companies Act is pending in relation
to the Company
24
14.4 The shareholding pattern of the Company before the Buyback (as on the Record Date, i.e. May 27, 2022) and after the
Buyback, is provided below:
Pre-Buyback Post-Buyback#
No. of Equity % to the No. of Equity % to the post-
Particulars
Shares existing Equity Shares Buyback Equity
Share Capital Share Capital
Promoters and persons acting in concert 1,03,65,055 69.50
1,02,731,875 69.60
(Collectively “the Promoters”)
Foreign Investors (Including Non-
1,57,39,993 10.56
Resident Indians, FIIs)
Financial Institutions/Banks & Mutual
Funds promoted by Banks/Institutions 53,22,033 3.57 4,48,76,499 30.40
and Insurance Companies
Others (Public, Public Bodies Corporate
2,43,95,838 16.37
etc.)
Total 14,90,62,919 100.00 14,76,08,374 100.00
#Assuming the full Acceptance of the Buyback Offer Size. However, the post-Buyback issued, subscribed and paid-up capital may differ depending
upon the actual number of Equity Shares bought back.
14.5 Assuming full acceptance of the Buyback from all the Eligible Shareholders up to their Buyback Entitlement, the issued,
subscribed and paid-up equity share capital of the Company would be as fully set out in paragraph 14.1 of this Letter of
Offer.
14.6 Please refer to paragraph 9.3 and 14.4 of this Letter of Offer for details regarding shareholding (pre and post Buyback)
of the Promoter in the Company.
14.7 For details of aggregate shares purchased or sold by the Promoter and Promoter Group, persons in control, Directors of
companies which are a part of the Promoter and Promoter Group and Directors and Key Managerial Personnel of the
Company during a period of twelve months preceding the date of Public Announcement, i.e. May 18, 2022, please refer
to 6.10 on page 19 of this Letter of Offer.
15. BRIEF INFORMATION ABOUT THE COMPANY
15.1 The Company was incorporated on May 18, 2005 under the Companies Act, 1956. The registered office of the Company
is located at Motilal Oswal Tower, Rahimtullah Sayani Opposite Parel ST Depot, Prabhadevi, Mumbai-400025.
15.2 The Company is a public limited company listed on BSE and NSE. MOFSL is a SEBI registered Trading Member
registered with BSE, NSE, Multi Commodity Exchange of India Limited (“MCX”) and National Commodity & Derivatives
Exchange Limited (“NCDEX”). MOFSL is also SEBI registered Depository Participant registered with CDSL and NSDL.
MOFSL execute transactions in capital markets / equity derivatives / commodity derivatives / currency derivatives
segments on behalf of its clients which include retail customers (including high net worth individuals), mutual funds,
foreign institutional investors, financial institutions and corporate clients. Besides stock broking, it also offers a bouquet
of financial products and services to its client base. MOFSL is also registered with the SEBI as Research Analyst,
Investment Adviser^, Portfolio Manager^^ and with various other bodies / agencies like IRDA, AMFI, CERSAI, KRA
agencies etc. Further, MOFSL, along with its subsidiaries, offers a diversified range of financial products and services
such as loan against shares, investment activities, private wealth management, broking and distribution, asset
management business, housing finance, institutional equities, private equity and investment banking.
^ - MOFSL has, vide its application number 985912 dated October 08, 2021, has filed a request for surrender of registration with SEBI. The said
application is pending for approval.
^^ - MOFSL has, vide its application number 993939 dated March 11, 2022, has filed a request for surrender of registration with SEBI. The said
application is pending for approval.
15.3 The Company’s Equity Shares are listed on NSE and BSE since September 11, 2007. The Equity Shares are currently
traded in compulsory dematerialized mode under the trading code(s) MOTILALOFS at NSE and 532892 at BSE. The
ISIN of the Equity Shares is INE338I01027.
15.4 Brief History: The Company was earlier Non-Banking Finance Company registered with RBI to undertake lending
business. However, pursuant to the internal restructuring of the Motilal Oswal Group of Companies, the lending business
of MOFSL has been transferred to Motilal Oswal Finvest Limited, wholly owned subsidiary of the Company on August
20, 2018. Pursuant to amalgamation of Motilal Oswal Securities Limited (“MOSL”), wholly owned subsidiary of the
25
MOFSL, with the Company and their respective shareholders being effective from August 21, 2018, MOFSL carries on
the business of MOSL with effect from August 21, 2018. The Company along with its subsidiaries, offers a diversified
range of financial products and services such as Loan against Securities, Investment Activities, Private Wealth
Management, Broking and Distribution, Asset Management Business, Housing Finance, Institutional Equities, Private
Equity and Investment Banking. As of March 31, 2022, the Company had 17 subsidiaries (including step down
subsidiaries) and 1 associate company. There is no joint venture within the meaning of Section 2(6) of the Act as on
March 31, 2022.
15.5 Growth of the Company: During fiscal year 2022, the Company achieved consolidated total income of INR 4,31,983
lakhs and profit after tax was INR 1,31,073 lakhs. The consolidated total income and the profit after tax have grown at
a 3 (three) year CAGR of 22.23% and 82.57%, respectively. For further details on financial information about the
Company for the fiscal years 2020, 2021 and 2022, please refer to “Financial information about the Company” on page
32.
15.6 The following table sets forth the history of the equity share capital of the Company:
Number of Face Value Issue Price Reasons for Cumulative Cumulative

Date of Nature of
Equity per Equity per Equity Allotment/ number of Equity Share
Allotment consideration
Shares Share Share Extinguishment Equity Share Capital (INR)
Subscribers to the
May 23,
50,100 10 10.00 Cash Memorandum of 50,100 5,01,000
2005
Association
50,100 equity shares
June 06, split into 250,500 equity
- 2 - - 2,50,500 5,01,000
2005 shares of face value
INR 2 each
Further allotment of
January 18, equity shares to the
1,90,91,090 2 2.00 Cash 1,93,41,590 3,86,83,180
2006 Promoters and the
promoter Group
equity shares to
January 20, Passionate Investment
87,50,000 2 2.00 Cash 2,80,91,590 5,61,83,180
2006 Management Private
Limited (PIMPL), one of
the Promoter
April 29,
2,19,08,410 2 2.00 Cash equity shares to the 5,00,00,000 10,00,00,000
2006
Promoters
Allotment of equity
shares to New Vernon
April 29,
10,000 2 207.56 Cash Private Equity Limited 5,00,10,000 10,00,20,000
2006
and Bessemer Venture
Partner Trust
Consolidation of
50,010,000 equity
December shares of face value
- 5 - NA 2,00,04,000 10,00,20,000
26, 2006 INR 2 each to
20,004,000 Equity
shares of INR 5 each
Equity shares allotted
December
24,04,904 5 518.90 Cash on conversion of 2,24,08,904 11,20,44,520
28, 2006
OCRPS
Equity shares allotted
February 06,
36 5 518.90 Cash on conversion of 2,24,08,940 11,20,44,700
2007
OCRPS
March 23, Exercise of Employee
10,44,000 5 13.75 Cash 2,34,52,940 11,72,64,700
2007 Stock Options (ESOS)
March 23,
17,72,850 5 47.50 Cash Exercise of ESOS 2,52,25,790 12,61,28,950
2007
March 23,
1,95,500 5 518.90 Cash Exercise of ESOS 2,54,21,290 12,71,06,450
2007
September
29,82,710 5 825.00 Cash Public Issue 2,84,04,000 14,20,20,000
05, 2007
26
Date of Nature of
Sub Division of
2,84,04,000 equity
July 08,
- 1 - - shares of INR 5 each 14,20,20,000 14,20,20,000
2008
into 142,020,000 of
Rupee 1 each
August 10,
5,000 1 103.78 Cash Exercise of ESOS 14,20,25,000 14,20,25,000
2009
August 14, Other than
9,89,066 1 138.74 Preferential Issue 14,30,14,066 14,30,14,066
2009 Cash
September
14, 2009
November
03, 2009
January 11,
2010
February 15,
2010
March 29,
2010
March 29,
2010
May 24,
2010
May 24,
2010
2010 Cash
September
27, 2010
November
01, 2010
January 10,
2011
January 10,
2011
January 10,
750 1 172.85 Cash Exercise of ESOS 14,43,75,979 14,43,75,979
2011
January 10,
2011
January 10,
2011
March 21,
2011
2011 Cash
March 27,
2012
August 10,
1,12,907 1 103.48 Cash Preferential Issue 14,52,35,776 14,52,35,776
2012
July 19, Buyback of Shares –
(29,94,234) 1 81.13 Cash 14,22,41,542 14,22,41,542
2013 Open Market
(13,19,968) 1 79.63 Cash 14,09,21,574 14,09,21,574
2013 Open Market
August 09, Buyback of Shares –
(19,43,065) 1 75.80 Cash 13,89,78,509 13,89,78,509
2013 Open Market
August 22, Buyback of Shares –
(17,261) 1 72.12 Cash 13,89,61,248 13,89,61,248
2013 Open Market
September Buyback of Shares –
(68,662) 1 70.83 Cash 13,88,92,586 13,88,92,586
03, 2013 Open Market
(835) 1 71.00 Cash 13,88,91,751 13,88,91,751
October 01, Buyback of Shares –
(33,979) 1 71.04 Cash 13,88,57,772 13,88,57,772
2013 Open Market
27
Date of Nature of
(11,764) 1 71.00 Cash 13,88,46,008 13,88,46,008
2013 Open Market
(13,036) 1 70.69 Cash 13,88,32,972 13,88,32,972
2013 Open Market
November Buyback of Shares –
(1,307) 1 70.37 Cash 13,88,31,665 13,88,31,665
(28,343) 1 69.72 Cash 13,88,03,322 13,88,03,322
(33,200) 1 70.00 Cash 13,87,70,122 13,87,70,122
December Buyback of Shares –
(200) 1 76.99 Cash 13,87,69,922 13,87,69,922
December Buyback of Shares –
(7,385) 1 84.49 Cash 13,87,62,537 13,87,62,537
January 13, Buyback of Shares –
(2,387) 1 86.88 Cash 13,87,60,150 13,87,60,150
2014 Open Market
February 04, Buyback of Shares –
(5,75,346) 1 82.29 Cash 13,81,84,804 13,81,84,804
2014 Open Market
February 21, Buyback of Shares –
(18,765) 1 85.05 Cash 13,81,66,039 13,81,66,039
2014 Open Market
March 14, Buyback of Shares –
(10) 1 85.19 Cash 13,81,66,029 13,81,66,029
2014 Open Market
March 29, Buyback of Shares –
(198) 1 89.50 Cash 13,81,65,831 13,81,65,831
2014 Open Market
April 08, Buyback of Shares –
(2,756) 1 89.39 Cash 13,81,63,075 13,81,63,075
2014 Open Market
July 08, At different
4,11,850 1 Cash Exercise of ESOS 13,85,74,925 13,85,74,925
2014 prices
August 13, At different
2014 prices
September At different
16,250 1 Cash Exercise of ESOS 13,87,38,175 13,87,38,175
04, 2014 prices
October 09, At different
2014 prices
November At different
11, 2014 prices
December At different
11, 2014 prices
January 13, At different
2015 prices
February 10, At different
2015 prices
March 10, At different
2015 prices
April 17, At different
2015 prices
May 14, At different
2015 prices
June 18, At different
2015 prices
2015 prices
14, 2015 prices
09, 2015 prices
21, 2015 prices
2016 prices
2016 prices
28
Date of Nature of
2016 prices
2016 prices
2016 prices
20, 2016 prices
22, 2016 prices
19, 2016 prices
2017 prices
2017 prices
2017 prices
2017 prices
2017 prices
400 1 Cash Exercise of ESOS 14,47,00,783 14,47,00,783
19, 2017 prices
21, 2017 prices
250 1 Cash Exercise of ESOS 14,47,20,783 14,47,20,783
20, 2017 prices
2018 prices
2018 prices
July 02, At different
2018 prices
14, 2018 prices
22, 2018 prices
19, 2018 prices
2019 prices
2019 prices
2019 prices
2019 prices
11,27,992 1 685.70 Preferential Allotment 14,71,45,732 14,71,45,732
2019 Cash
18, 2019 prices
October 15, Other than
2,02,936 1 653.13 Preferential Allotment 14,74,56,968 14,74,56,968
2019 Cash
19, 2019 prices
18, 2019 prices
2020 prices
April 16, Buyback of Shares –
(33,626) 1 486.81 Cash 14,80,33,092 14,80,33,092
2020 Open Market
29
Date of Nature of
May 07, Buyback of Shares –
(45,000) 1 476.09 Cash 14,79,88,092 14,79,88,092
2020 Open Market
May 27, Buyback of Shares –
(10,000) 1 509.99 Cash 14,79,78,092 14,79,78,092
2020 Open Market
(79,517) 1 594.46 Cash 14,78,98,575 14,78,98,575
2020 Open Market
(8,827) 1 631.34 Cash 14,78,89,748 14,78,89,748
2020 Open Market
(10,01,212) 1 648.84 Cash 14,68,88,536 14,68,88,536
(7,30,962) 1 630.36 Cash 14,61,57,574 14,61,57,574
2020 Open Market
15, 2020 prices
2021 prices
2021 prices
2021 prices
2021 prices
2021 prices
22, 2021 prices
22, 2021 prices
22, 2021 prices
2022 prices
2022 prices
Shares in lieu of
March 30, Fair Value- Other than Scheme of
18,68,445 1 14,90,62,919 14,90,62,919
2022 636.10 Cash arrangements to PE
employees
Note: The prices mentioned against various dates representing ‘Buyback of Shares’ are average prices
15.7 The following table sets forth details regarding the Board of Directors as on the date of this Letter of Offer (i.e. June 13,
2022):
Name, Qualifications, Designation Date of joining/ Other Directorships and designated

Occupation, Age and DIN Appointment/ partnerships in LLPs
Reappointment
Raamdeo Agarawal Non-Executive October 14, 2019 1. Motilal Oswal Home Finance
Qualifications: CA; Chairman Limited
Occupation: Business; 2. Motilal Oswal Asset Management
Age: 65 years; Company Limited
DIN: 00024533 3. Motilal Oswal Investment Advisors
Limited
4. Motilal Oswal Foundation
5. Glide Tech Investment Advisory
Private Limited
6. TM Investment Technologies
Private Limited
7. MO Alternate Investment Advisors
Private Limited
8. Osag Enterprises LLP
30
Reappointment
Motilal Oswal Managing March 18, 2005 1. Motilal Oswal Capital Limited
Qualification: CA; Director and 2. Motilal Oswal Home Finance
Occupation: Business; Chief Executive Limited
Age: 60 years; Officer 3. Motilal Oswal Investment Advisors
DIN: 00024503 Limited
4. Motilal Oswal Foundation
5. Motilal Oswal Finvest Limited
6. MO Alternate Investment Advisors
Private Limited
7. Osag Enterprises LLP
Navin Agarwal Non-Executive July 31, 2020 1. Motilal Oswal Asset Management
Qualification: CA, CWA, CS and Director Company Limited
CFA; 2. Motilal Oswal Home Finance
Occupation: Business; Limited
Age: 51 years; 3. Motilal Oswal Capital Limited
DIN: 00024561 4. Glide Tech Investment Advisory
Private Limited
5. MO Alternative IFSC Private Limited
6. Navshital Consultants LLP
7. Gracious Advisors LLP
8. Opuleny Advisors And Consultants
LLP
Rajat Rajgarhia Whole-time July 31, 2020 1. Motilal Oswal Finsec IFSC Limited
Qualification: CA, MBA; Director 2. Motilal Oswal Investment Advisors
Occupation: Service; Limited
Age: 47 years;
DIN: 07682114
Ajay Menon Whole-time August 21, 2018 1. Motilal Oswal Finvest Limited
Qualification: CA Director 2. Motilal Oswal Finsec IFSC Limited
Occupation: Service; 3. Motilal Oswal Wealth Limited
Age: 47 years; 4. TM Investment Technologies
DIN: 00024589 Private Limited
Chandrashekhar Karnik Independent September 16, 1. Forbes Facility Services Private
Qualification: PDBM, LLB; Director 2020 Limited
Occupation: Business;
Age: 69 years;
DIN: 00003874
C.N. Murthy Independent July 01, 2020 Nil
Qualification: B.Tech; Director
Occupation: Business;
Age: 71 years;
DIN: 00057222
Divya Momaya Independent July 01, 2020 1. MMB Advisors Private Limited
Qualification: B.Com, CS; Director 2. Arihant Superstructures Limited
Occupation: Business; 3. Motilal Oswal Home Finance
Age: 43 years; Limited
DIN: 00365757 4. GTPL Hathway Limited
Swanubhuti Jain Independent December 24, 1. Motilal Oswal Asset Management
Qualification: PGDM (Sales & Director 2020 Company Limited
Marketing); 2. Allied Digital Services Limited
Occupation: Service; 3. Arihant Capital Markets Limited
Age: 43 years; 4. Learn2liberate Foundation
DIN: 09006117
Pankaj Bhansali Independent July 01, 2020 1. Arth Capital Advisors Private
Qualification: B.Com, CA; Director Limited
Occupation: Business; 2. Airpro Technology India
Age: 46 years; PrivateLimited
31
Reappointment
DIN: 03154793 3. Eqaro Surety Private Limited
4. Anjali Lifestyle Private Limited
15.8 The changes in our Board during the three years immediately preceding the date of this Letter of Offer (i.e. June 13,
2022) are as follows:
Name of the Director Appointment/ Cessation Effective Date Reasons

Raamdeo Agarwal Change in Designation October 14, 2019 Appointed as Non-
Executive Chairman
Chitradurga Narasimha Appointment July 01, 2020 -
Murthy
Divya Sameer Momaya Appointment July 01, 2020 -
Pankaj Bhansali Appointment July 01, 2020 -
Praveen Tripathi Cessation Completion of consecutive
July 30, 2020
two terms
Vivek Paranjpe Cessation Completion of consecutive
July 30, 2020
two terms
Sharda Agarwal Cessation Completion of consecutive
July 30, 2020
two terms
Rajat Rajgarhia Appointment July 31, 2020 -
Navin Agarwal Change in Designation Appointed as Non-
July 31, 2020
Executive Director
Chandrashekhar Anant Appointment -
September 16, 2020
Karnik
Rekha Shah Cessation Resignation due to Pre-
October 01, 2020
Occupancy
Swanubhuti Jain Appointment December 24, 2020 -
Except as mentioned above, there were no changes in our Board during the last three years immediately preceding the
date of this Letter of Offer.
15.9 The Buyback will not result in any benefit to any directors and key management personnel of the Company, promoters
and persons in control of the Company, except to the extent of their participation in the Buyback and the change in their
shareholding as per the response received in the Buyback, as a result of the extinguishment of Equity Shares, which
will lead to a reduction in the equity share capital post Buyback.
16. FINANCIAL INFORMATION ABOUT THE COMPANY
16.1 The salient financial information of the Company, as extracted from the audited standalone and consolidated results for
the fiscal year 2022, 2021 and 2020:
INR lakhs
Audited Audited
Particulars
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2022 2021 2020 2022 2021 2020
Revenue from Operations (Net) 2,57,184.28 2,19,806.24 1,26,948.86 4,29,682.84 3,62,511.13 2,35,755.00
Other Income 3,960.04 2,655.85 3,689.94 2,299.67 900.13 786.00
Total Income 2,61,144.32 2,22,462.08 1,30,638.80 4,31,982.51 3,63,411.26 2,36,541.00
Total Expense (excluding finance
costs, depreciation & amortization, 1,54,297.12 1,09,579.65 95,321.62 2,17,757.08 1,52,170.19 1,54,604.39
tax and exceptional items)
Finance Cost 16,557.85 12,770.27 12,923.60 47,819.22 43,027.60 49,447.00
Depreciation & Amortisation 3,875.56 3,675.67 2,984.26 4,826.33 4,752.00 3,970.61
Exceptional Items - 8,810.32 - - (8,810.32) -
Profit before Tax 86,413.40 87,626.18 19,409.71 1,61,579.88 1,54,651.16 28,519.00
32
Audited Audited
Particulars
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2022 2021 2020 2022 2021 2020
Provision for Tax (including deferred
15,730.52 12,558.65 -269.98 30,508.38 34,356.35 6,979.41
tax)
Profit after Tax 70,683.57 75,067.53 19,679.69 1,31,071.50 1,20,294.80 21,539.59
Paid-up equity share capital 1,490.63 1,484.89 1,480.67 1,490.63 1,484.89 1,480.67
Other equity* 4,22,719.97 3,60,173.12 2,74,933.47 5,65,972.57 4,44,860.72 3,06,707.87
Net worth# 4,24,210.60 3,61,658.01 2,76,414.14 5,67,463.20 4,46,345.60 3,08,188.54
Non-current Borrowings 37,800.00 30,000.00 15,000.00 3,17,869.04 3,33,870.71 3,02,882.86
Current portion of long term
- - - 20,000.00 - -
borrowings
Current borrowings 1,79,292.63 1,77,909.71 1,27,971.54 2,84,942.00 2,42,262.90 1,65,215.02
Total debt 2,17,092.63 2,07,909.70 1,42,972.00 6,22,811.03 5,76,133.60 4,68,097.88
*Excluding revaluation reserves and miscellaneous expenditure to the extent not written off and foreign currency translation reserve.
#Networth includes Paid-up equity share capital and Other equity (excluding revaluation reserves and miscellaneous expenditure to the extent not
written off and foreign currency translation reserve)
Note: The figures pertaining to Fiscal 2021 and Fiscal 2020 has been extracted from the audited financial statements of Fiscal 2022 and Fiscal 2021
respectively.
Key Ratios
Audited Audited
Particulars
Fiscal 2022 Fiscal 2021 Fiscal 2020 Fiscal 2022 Fiscal 2021 Fiscal
2020
Basic EPS (INR) 48.10 51.02 13.39 89.14 85.67 12.47
Diluted EPS (INR) 47.69 50.15 13.09 88.38 83.70 12.20
Book value per share (INR) 284.58 243.56 186.68 380.69 300.59 208.14
Total Debt/ Equity Ratio 0.51 0.57 0.52 1.10 1.29 1.52
Return on Net Worth (%) 17.99% 23.53% 7.35% 25.86 31.89 7.02
Note: The figures pertaining to Fiscal 2021and Fiscal 2020 has been extracted from the audited financial statements of Fiscal 2022
and Fiscal 2021 respectively
The key ratios have been computed as below:
Key Ratios Basis

Basic & Diluted Net Profit After Tax attributable to equity shareholders / Weighted average number of Shares
EPS (INR) outstanding during the year
Book value per Net worth (excluding revaluation reserves and miscellaneous expenditure to the extent not written
share (INR) off and foreign currency translation reserve) / Number of Equity Shares outstanding at year end
Total Debt-Equity Total Debt / Net Worth (excluding revaluation reserves and miscellaneous expenditure to the
Ratio extent not written off and foreign currency translation reserve)
Return on Net Net Profit After Tax / Average Net Worth (excluding revaluation reserves and miscellaneous
worth (%) expenditure to the extent not written off and foreign currency translation reserve)
16.2 The Company hereby declares that it will comply with the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended, if it becomes applicable, in connection with the Buyback.
16.3 The Company hereby also declares that it has complied with and will comply with Sections 68, 69 and 70 of the
Companies Act and the Share Capital Rules, in connection with the Buyback.
17. STOCK MARKET DATA
17.1 The Equity Shares are currently traded in compulsory dematerialized mode under the trading symbol/ code
MOTILALOFS at NSE and 532892 at BSE. The ISIN of the Equity Shares is INE338I01027.
33
17.2 The high, low and average market prices in preceding three fiscal years and the monthly high, low and average market
prices for the six months preceding the date of the Public Announcement i.e. May 17, 2022 and their corresponding
volumes on NSE and BSE are given below:
NSE:
Period High* Date of Number of Low* Date of Number of Average Total Volume of
(INR) High** Equity (INR) Low** Equity Price* Equity Shares
Shares Shares (INR) traded in the period
traded on traded on (No. of Equity
that date that date Shares)
Preceding three years
April 1, 2021 to
1,188.00 July 19 32,08,779 580.00 April 22 1,20,196 856.45 12,07,29,453
March 31, 2022
April 1, 2020 to
742.00 August 31 2,65,683 453.00 April 01 1,04,122 607.30 3,54,33,590
March 31, 2021
April 1, 2019 to January
905.40 2,12,499 426.00 March 25 1,09,505 688.82 3,10,25,674
March 31, 2020 13
Preceding six months
April 2022 960.00 April 29 5,10,677 858.05 April 01 1,42,034 903.04 34,17,424
March 2022 948.70 March 28 2,99,637 805.60 March 15 81,635 864.20 33,66,245
February 2022 959.85 February 7,83,056 824.00 February 1,70,583 903.49 36,33,337
16 24
January 2022 1,005.95 January 4,32,018 835.00 January 28 5,25,337 926.24 39,33,759
18
December 2021 1,014.80 December 11,99,659 901.25 December 1,81,802 939.13 52,31,558
16 21
November 2021 995.00 November 13,38,787 884.05 November 2,11,370 935.05 59,64,763
09 29
Source: www.nseindia.com
*High and Low price for the period are based on intraday prices and Average Price is based on average of closing price.
In case where the same price falls on two or more days, the day with the highest traded shares is considered
BSE:
Period High* Date of Number Low* Date of Number of Average Total Volume of
(INR) High** of Equity (INR) Low** Equity Price* Equity Shares
Shares Shares (INR) traded in the period
traded on traded on (No. of Equity
that date that date Shares)
Preceding three years
April 1, 2021 to
1,188.00 July 19 3,12,833 568.25 April 20 15,604 856.35 93,45,546
March 31, 2022
April 1, 2020 to
742.45 August 31 22,935 465.20 April 29 9,003 607.28 21,56,593
March 31, 2021
April 1, 2019 to
903.50 January 13 6,609 426.00 March 24 7,924 688.61 38,01,937
March 31, 2020
Preceding six months
April 2022 960.00 April 29 21,416 858.70 April 01 17,300 902.42 2,48,460
March 2022 949.75 March 29 38,894 806.35 March 15 8,849 864.35 3,63,161
February 2022 959.55 February 16 18,897 823.25 February 24 21,704 903.33 2,02,843
January 2022 1,005.00 January 18 32,488 835.90 January 28 22,634 926.20 2,82,925
December 2021 December December
1,013.85 42,246 904.00 19,811 938.88 2,67,788
16 21
November 2021 November November
994.35 1,32,821 881.15 30,619 934.74 4,80,415
09 29
Source: www.bseindia.com
*High and Low price for the period are based on intraday prices and Average Price is based on average of closing price.
**In case where the same price falls on two or more days, the day with the highest traded shares is considered
17.3 The closing market price of the Equity Shares of the Company based on following events is summarized below:
Event Date NSE (INR) BSE (INR)

Notice of the Board Meeting convened to consider the proposal of
April 28, 2022 921.25 920.80
the Buyback
1 (One) Trading Day Post-Notice of Board Meeting April 29, 2022 903.85 905.25
1 (One) Trading Day Prior to Board Meeting May 16, 2022 825.85 822.50
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Event Date NSE (INR) BSE (INR)
Board Meeting Date May 17, 2022 851.00 851.00
1 (One) Trading Day Post-Board Meeting May 18, 2022 845.55 847.40
Source: www.nseindia.com; www.bseindia.com
18. DETAILS OF THE STATUTORY APPROVALS
18.1 The Board at its meeting held on May 17, 2022 approved the proposal for the Buyback.
18.2 The Buyback will be subject to such necessary approvals as may be required under the applicable laws including from
the SEBI and/ or the BSE, and the NSE, and the Buyback from Non-Resident Shareholders, erstwhile overseas
corporate bodies and other applicable categories will be subject to such approvals of the Reserve Bank of India, if any,
under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder.
18.3 The Buyback from each Eligible Shareholder is subject to all statutory consents and approvals as may be required by
such Eligible Shareholder under applicable laws and regulations. The Eligible Shareholder shall be solely responsible
for obtaining all such statutory consents and approvals (including, without limitation the approvals from the Reserve
Bank of India, if any) as may be required by them in order to sell their Equity Shares to the Company pursuant to the
Buyback. An Eligible Shareholder would be required to provide copies of all such consents and approvals obtained by
them to the Registrar to the Buyback. The Buyback of Equity Shares from Non-Resident Shareholders will be subject to
approvals, if any, of the appropriate authorities, including RBI under FEMA, as applicable. It is the obligation of such
Non-Resident Shareholders, to obtain such approvals and submit such approvals along with the tender form, so as to
enable them to tender Equity Shares in the Buyback and for the Company to purchase such Equity Shares, tendered.
The Company will have the right to make payment in respect of the Equity Shareholders for whom no prior approval
from the RBI approval is required and not accept Equity Shares from the Equity Shareholders in respect of whom prior
approval from the RBI is required and in the event copies of such approvals are not submitted.
18.4 By agreeing to participate in the Buyback, the non-resident Eligible Shareholders give the Company the authority to
make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including
form FC-TRS, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required
by the Company.
18.5 Except for the details mentioned below for the Company, there are no directions subsisting or proceedings pending
against the Company, Manager and Registrar to the Buy-Back Offer under SEBI Act, 1992 and Regulations:
a. SEBI has issued a notice bearing reference No. SEBI/HO/EAD/EAD4/P/OW/2021/27159/3 dated October 05,
2021 under Rule 4 (1) of SEBI (Procedure for holding Inquiry and imposing Penalties) Rules, 1995 for conducting
investigation into the alleged irregularities in the trading of the scrip of Resurgere Mines and Minerals India Limited
(“RMMIL”) against Motilal Oswal Securities Limited, our wholly owned subsidiary, amalgamated with the Company
vide order dated July 30, 2018 passed by Hon’ble NCLT, Mumbai Bench.
The above notice is in relation to one of our broking clients who executed self-trades through us in scrip of RMMIL.
These trades are pertaining to the year 2008. The client was an arbitrager and during the course of its trading
activities, self-trades were conducted by the client for which we as the broker did not have any control during that
period and thereby alleged to have violated clause A(2) of the code of conduct as specified under Schedule II read
with Regulation 7 of the SEBI (Stock Brokers) Regulations, 1992, as amended. The matter is pending with SEBI.
b. SEBI along with Exchanges and Depositories had conducted joint inspection of our trading and demat business
i.e. Annual Audit conducted at every broker by SEBI in routine practices. The said inspection was initiated on
August 19, 2019 and concluded on September 06, 2019 for the period April 2018 to August 2019. SEBI had certain
observations during inspection which were technical and operational in nature and had issued a show cause notice
vide letter no: SEBI/EAD-3/BM/LD/31186/2021 against Motilal Oswal Financial Services Limited (“MOFSL”) dated
November 01, 2021, with respect to their observations. Following that, on December 28, 2021, MOFSL filed its
reply to SEBI and personal hearing was conducted on February 14, 2022. Thereafter, SEBI vide adjudication order
No. ORDER/BM/LD/2022-23/16301 dated April 29, 2022 have imposed the penalty of INR 25 lakhs. MOFSL has
paid the said penalty on May 23, 2022.
Further, pursuant to the provisions of policy on determination of materiality of events/information, the Key
Managerial Personal (KMP) of the Company have analysed the event and concluded that the aforesaid SEBI
35
adjudication order is with respect to routine and operating matter of the Company and there is no material impact
on the revenue/ fundamentals.
18.6 No other statutory approvals are required by the Company for the Buyback as on the date of this Letter of Offer. If any
statutory or regulatory approval becomes applicable subsequently, the Buyback will be subject to such statutory or
regulatory approval(s) and the Company shall obtain such statutory approvals as may be required, from time to time, if
any. In the event of any delay in receipt of any statutory / regulatory approvals, changes to the proposed timetable of
the Buyback, if any, shall be intimated to the Stock Exchanges.
19. DETAILS OF REGISTRAR TO THE BUYBACK
Eligible Shareholders are required to send Tender Form along with the other requisite document(s), as mentioned in
“Procedure for Tender Offer and Settlement” on page 40 along with TRS generated by the stock exchange bidding
system upon placing of a bid, either by registered post, speed post or courier or hand delivery to the Registrar to the
Buyback, so that the same are received not later than 2 (two) working days of Buyback Closing Date (Thursday, July
07, 2022) by IST 5:00 p.m. The envelope should be super scribed as “MOFSL Buyback Offer 2022”. The Company
has appointed Link Intime India Private Limited as the Registrar to the Buyback their contact details are set forth below:
Link Intime India Private Limited

C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai – 400083
Tel No.: +91 22 4918 6200; Fax No.: +91 22 4918 6195
Email: mofsl.buyback2022@linkintime.co.in
Website: www.linkintime.co.in
Investor grievance e-mail: mofsl.buyback2022@linkintime.co.in
SEBI Registration No.: INR000004058;
Validity Period: Permanent
Contact Person: Sumeet Deshpande;
Corporate Identity Number: U67190MH1999PTC118368
THE TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE COMPANY
OR TO THE MANAGER TO THE BUYBACK.
ELIGIBLE SHAREHOLDERS ARE ADVISED TO ENSURE THAT THE TENDER FORM, TRS AND OTHER
RELEVANT DOCUMENTS ARE COMPLETE IN ALL RESPECTS OTHERWISE THE SAME ARE LIABLE TO BE
REJECTED.
20. PROCESS AND METHODOLOGY FOR THE BUYBACK AND COLLECTION CENTRES
20.1 The Company proposes to Buyback up to 14,54,545 (Fourteen Lakhs Fifty Four Thousand Five Hundred and Forty Five)
Equity Shares, representing 0.98% of the issued, subscribed and paid-up Equity Shares, from the Eligible Shareholders
as on the Record Date, on a proportionate basis, through the ‘Tender Offer’ process, at a price of INR 1,100 (Indian
Rupees One Thousand One Hundred only) per Equity Share, payable in cash, for an aggregate amount not exceeding
INR 160,00,00,000 (Indian Rupees One Hundred and Sixty Crores only) excluding the Transaction Costs, which
represents 5.09% and 4.11% of the aggregate fully paid-up Equity Share capital and free reserves of the Company as
at March 31, 2022, (“being the latest audited financial statements, as on the date of Board Meeting recommending the
proposal for the Buy-back”), on a standalone and consolidated basis respectively.
20.2 The Buyback is in accordance with Article 14 of the Articles of Association of the Company and Sections 68, 69, 70, and
any other applicable provisions, if any , of the Companies Act, and rules framed thereunder, including the Share Capital
Rules and the Management Rules, to the extent applicable, SEBI Buyback Regulations read with SEBI Circulars, and
the Listing Regulations, subject to such other approvals, permissions, consents, exemptions and sanctions, as may be
necessary and subject to any modifications and conditions, if any , as may be prescribed by SEBI, Registrar of
Companies, Maharashtra - Mumbai, the Stock Exchanges and/or other authorities while granting such approvals,
permissions, sanctions and exemptions, which may be agreed by the Board.
20.3 The Promoters intends and may participate in the Buyback. For further details, please refer to “Details of the Buyback –
Intention of the Promoter” on page 17.
20.4 Assuming the response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Shareholders upto
their entitlement including the members of the Promoter Group, the aggregate shareholding and the voting rights of the
36
members of the Promoter Group, may increase to 69.60% post Buyback from the current pre-Buyback shareholding of
69.50%, and the aggregate shareholding of the public shareholders in the Company may decrease to 30.40% post
Buyback from the current pre-Buyback shareholding of 30.50%.
20.5 The Company expresses no opinion as to whether Eligible Shareholders should participate in the Buyback and,
accordingly, Eligible Shareholders may take their own decision after consulting their own advisors, as they may deem
fit, regarding their participation in the Buyback.
20.6 Record Date, ratio of Buyback and Buyback Entitlement:
a. As required under the SEBI Buyback Regulations, the Company has fixed Friday, May 27, 2022 as the Record
Date for the purpose of determining the entitlement and the names of the shareholders of the Equity Shares, who
are eligible to participate in the Buyback.
b. The Equity Shares to be bought back as part of the Buyback is divided in to two categories:
i. Reserved Category for Small Shareholders; and

ii. General Category for all other Eligible Shareholders
c. ‘Small Shareholder’ has been defined under Regulation 2(i)(n) of the SEBI Buyback Regulations and in relation to
the Buyback means an Eligible Shareholder who holds Equity Shares of market value of not more than INR
2,00,000 (Indian Rupees two lakhs only), on the basis of closing price on BSE/ or NSE, whichever registers the
highest trading volume in respect of the Equity Shares on the Record Date. As on the Record Date, the volume of
Equity Shares traded on NSE was 3,52,988 Equity shares and on BSE was 3,031 Equity Shares. Accordingly, NSE
being the stock exchange with highest trading volume, the closing price was INR 780.05 and hence all Eligible
Shareholders holding not more than 256 Equity Shares as on the Record Date are classified as ‘Small
Shareholders’ for the purpose of the Buyback.
d. Based on the above definition, there are 97,790 Small Shareholders with aggregate shareholding of 23,67,483
Equity Shares (as on the Record Date), which constitutes 1.59% of the total paid-up Equity Share capital of the
Company and 162.76 % of the 14,54,545 (Fourteen Lakhs Fifty Four Thousand Five Hundred and Forty Five)
Equity Shares which are proposed to be bought back as part of this Buyback.
e. In furtherance to Regulation 6 of the SEBI Buyback Regulations, the reservation for the Small Shareholders
(Reserved Category), will be higher of:
i. 15% of the number of Equity Shares which the Company proposes to Buyback, which works out to
2,18,182 (Two Lakh Eighteen Thousand One Hundred and Eighty Two) Equity Shares; or
ii. the number of Equity Shares as per their entitlement as on the Record Date (i.e. 23,67,483 / 14,90,62,919
× 14,54,545), which works out to 23,102 Equity Shares.
All the outstanding Equity Shares have been used for computing the Buyback Entitlement of Small
Shareholders since the promoters and members of the promoter group also intend to participate in the
Buyback.
In case the total number of Equity Shares held by the Small Shareholders on the Record Date is less than 2,18,182
(higher of (i) and (ii) above), the maximum number of Equity Shares reserved for Small Shareholders will be
restricted to the total number of Equity Shares held by the Small Shareholders as on Record Date.
f. Based on the above analysis and in accordance with Regulation 6 of the SEBI Buyback Regulations, 2,18,182
Equity Shares will be reserved for Small Shareholders. Accordingly, General Category shall consist of 12,36,363
Equity Shares.
g. Based on the aforementioned, the entitlement ratio of Buyback for both categories is set forth below:
Category Entitlement ratio in the Buyback

Reserved category for Small Shareholders 7 Equity Shares out of every 76 Equity Shares held on the
Record Date^
37
Category Entitlement ratio in the Buyback
General Category for all other Eligible Shareholders 3 Equity Shares out of every 356 Equity Shares held on the
Record Date^^
Note: The above ratio of Buyback is approximate and provides an indicative Buyback Entitlement. Any computation of entitled Equity Shares
using the above ratio may provide a slightly different number due to rounding off.
^Minimum of 11 Equity Shares are required to be held by the Eligible Shareholder(s) for receiving an entitlement of 1 Equity Share
^^Minimum of 119 Equity Shares are required to be held by the Eligible Shareholder(s) for receiving an entitlement of 1 Equity Share
20.7 Fractional Entitlements
If the Buyback Entitlement under Buyback, after applying the above-mentioned ratios to the Equity Shares (held on the
Record Date), is not a round number (not in the multiple of 1 (one) Equity Share), then the fractional entitlement shall
be ignored for computation of the Buyback Entitlement to tender Equity Shares in the Buyback for both categories of
Eligible Shareholders.
On account of ignoring the fractional entitlement, those Small Shareholders who hold 10 or less Equity Shares (as on
the Record Date) will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled to tender
Additional Equity Shares as part of the Buyback and will be given preference in the Acceptance of one Equity Share, if
such Small Shareholders have tendered for Additional Equity Shares.
20.8 Basis of Acceptance of Equity Shares validly tendered in the Reserved Category:
In accordance with the Letter of Offer and Tender Form, the Acceptance in the Buyback from the Reserved Category
will be implemented in the following order of priority:
a. Full Acceptance from Small Shareholders in the Reserved Category, who have validly tendered their Equity Shares
to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them, whichever is less.
b. Post-acceptance as described in paragraph 20.8 (a) above, in case there are any Equity Shares left to be bought
back from the Small Shareholders who were entitled to tender zero Equity Shares (on account of ignoring the
fractional entitlement) and have tendered Additional Equity Shares as part of the Buyback, shall be given preference
and one Equity Share each from the Additional Equity Shares tendered by such Small Shareholders would be
bought back in the Reserved Category.
c. Post-acceptance as described in paragraphs 20.8(a) and 20.8(b) above, in case there are any validly tendered
unaccepted Equity Shares in the Reserved Category and any Equity Shares left to be bought back in the Reserved
Category, the Additional Equity Shares tendered by the Small Shareholders over and above their Buyback
Entitlement, shall be accepted in proportion of the Additional Equity Shares tendered by them and the Acceptances
shall be made in accordance with the SEBI Buyback Regulations (valid Acceptance per Small Shareholder shall
be equal to the Additional Equity Shares validly tendered by them divided by the total Additional Equity Shares
validly tendered by the Small Shareholders and multiplied by the total number of Equity Shares remaining to be
bought back in Reserved Category). For the purpose of this calculation, the Additional Equity Shares taken into
account for the Small Shareholders, from whom one Equity Share has been Accepted in accordance with
Paragraph 20.7 (b) above, shall be reduced by one.
d. The procedure of adjustment for fractional results in case of proportionate Acceptance, as described in Paragraph
20.8 (c) above, is set forth below:
i. For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is greater than or equal
to 0.50, then the fraction would be rounded off to the next higher integer.
ii. For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is less than 0.50, then
the fraction shall be ignored.
20.9 Basis of Acceptance of Equity Shares validly tendered in the General Category:
In accordance with the Letter of Offer and Tender Form, the Acceptance in the Buyback from the General Category will be
implemented in the following order of priority:
38
a. Full Acceptance in the General Category from the Eligible Shareholders who have validly tendered their Equity
Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them, whichever is
less.
b. Post-acceptance as described in Paragraph 20.9 (a) above, in case there are any validly unaccepted Equity Shares
in the General Category and the Equity Shares left to be bought back in the General Category, the Additional Equity
Shares tendered by the Eligible Shareholders under the General Category over and above their Buyback
Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by them and the Acceptances
shall be made in accordance with the SEBI Buyback Regulations (valid Acceptance per such Eligible Shareholder
shall be equal to the Additional Equity Shares validly tendered by them divided by the total Additional Equity Shares
validly tendered in the General Category and multiplied by the total number of Equity Shares remaining to be bought
back in General Category).
c. Adjustment for fractional results in case of proportionate acceptance as described in Paragraph 20.9 (b) above is
set forth below:
i. For any Eligible Shareholder, if the number of Additional Equity Shares to be accepted, calculated on a
proportionate basis is not in the multiple of 1(one) and the fractional Acceptance is greater than or equal
to 0.50, then the fraction would be rounded off to the next higher integer
ii. For any Eligible Shareholder if the number of Additional Equity Shares to be accepted, calculated on a
20.10 Basis of Acceptance of Equity Shares between Categories:
a. In case there are any Equity Shares left to be bought back in one category (“Partially Filled Category”) after
Acceptance in accordance with the above described methodology for both the categories, and there are additional
unaccepted validly tendered Equity Shares in the second category, then the Additional Equity Shares in the second
category shall be Accepted proportionately (valid Acceptances per Eligible Shareholder shall be equal to the
additional outstanding Equity Shares validly tendered by a Eligible Shareholder in the second category divided by
the total additional outstanding Equity Shares validly tendered in the second category and multiplied by the total
pending number of Equity Shares to be bought back in the Partially Filled Category).
b. If the Partially Filled Category is the General Category, and the second category is the Reserved Category
for Small Shareholders, then for the purpose of this calculation, the Additional Equity Shares tendered by
such Small Shareholders, from whom one Equity Share has been accepted in accordance with “Basis of
Acceptance of Equity Shares validly tendered in the Reserved Category” will be reduced by one Equity Share.
c. Adjustment for fraction results in case of proportionate Acceptance, as described in Paragraph 20.10(a)
above is set forth below:
i. For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is greater than or equal
to 0.50, then the fraction would be rounded off to the next higher integer.
ii. For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
20.11 For avoidance of doubt, it is clarified that, in accordance with the clauses above:
a. Equity Shares Accepted under the Buyback from each Eligible Shareholder shall be lower of the following:
a. the number of Equity Shares tendered by the respective Eligible Shareholder; and
b. the number of Equity Shares held by respective Eligible Shareholder, as on the Record Date;
b. 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.
39
c. In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, any person(s) authorized
by the Board will have the authority to decide such final allocation with respect to such rounding-off or any excess
of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process
described in paragraph 20 of this Letter of Offer.
20.12 Clubbing of Entitlement
In accordance with Regulation 9(ix) of the SEBI Buyback Regulations, in order to ensure that the same shareholders
with multiple demat accounts/folios do not receive a higher entitlement under the Reserved Category, the Company
will club together the Equity Shares held by such shareholders with a common PAN for determining the category
(Reserved Category or General Category) 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. The shareholding of institutional investors like
mutual funds, pension funds/trusts, insurance companies etc., with common PAN will not be clubbed together for
determining the category and will be considered separately, where these Equity Shares are held for different schemes
and have a different demat account nomenclature based on information prepared by the Registrar as per the
shareholder records received from the Depositories.
21. PROCEDURE FOR TENDER OFFER AND SETTLEMENT
A. GENERAL
21.1 The Buyback is open to all Eligible Shareholders holding either Physical Shares or Demat Shares.
21.2 The Company proposes to implement the Buyback through the tender offer process, on a proportionate basis. The
Letter of Offer and Tender Form, outlining the terms of the Buyback as well as the detailed disclosures as specified
in the Buyback Regulations, will be mailed/ dispatched to Eligible Shareholders.
21.3 The Eligible Shareholders who have registered their email IDs with the Depositories/ the Company, shall be
dispatched the Letter of Offer through electronic means. The Eligible Shareholders who have not registered their
email IDs with the Depositories/ the Company, shall be dispatched the Letter of Offer through physical mode by
registered post/ speed post/ courier. In case of non-receipt of Letter of Offer and the Tender Form, please follow the
procedure as mentioned in paragraph 21.25 of the Letter of Offer.
21.4 The Company will not accept any Equity Shares offered for Buyback where there exists any restraint order of a
Court/ any other competent authority for transfer/ disposal/ sale or where loss of share certificates has been notified
to the Company and the duplicate share certificate have not been issued either due to such request being under
process as per the provisions of law or otherwise or where the title to the Equity Shares is under dispute or otherwise
not clear or where any other restraint subsists.
21.5 The Company shall comply with Regulation 24 (v) of the SEBI Buyback Regulations which restricts the Company
from buying back the locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or
till the time the Equity Shares become transferable.
21.6 The Eligible Shareholders participation in the Buyback is voluntary. The Eligible Shareholders can choose to
participate, in full or in part, and get cash in lieu of Equity Shares to be accepted under the Buyback or they may
choose not to participate and enjoy a resultant increase in their percentage shareholding, post-Buyback, without
additional investment. The Eligible Shareholders may also tender a part of their Buyback Entitlement. The Eligible
Shareholders also have the option of tendering additional Equity Shares (over and above their Buyback Entitlement)
and participate in the shortfall created due to non-participation of some other Eligible Shareholders, if any.
Acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Shareholder, shall
be in terms of procedure outlined in this Letter of Offer.
21.7 The Company will accept Equity Shares validly tendered for the Buyback by the Eligible Shareholders, on the basis
of their Buyback Entitlement as on the Record Date and also Additional Equity Shares if any tendered by Eligible
Shareholders will be accepted as per paragraphs 20.8, 20.9 and 20.10.
40
21.8 Eligible Shareholders will have to tender their Demat Shares from the same demat account in which they were
holding such shares (as on the Record Date) and in case of multiple demat accounts, Eligible Shareholders are
required to tender the applications separately from each demat account.
21.9 The Equity Shares proposed to be bought back in the Buyback is divided into two categories:
i. Reserved Category for Small Shareholders; and

ii. the General Category for all other Eligible Shareholders.
21.10 After Accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as
a part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered,
over and above their Buyback Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible
Shareholders who have tendered over and above their Buyback Entitlement, in other category.
21.11 The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity Shares
held by the Eligible Shareholder as on the Record Date.
21.12 For implementation of the Buyback, the Company has appointed ICICI Securities Limited as Company’s Broker
through whom the purchases and settlements on account of the Buyback would be made by the Company. The
contact details of the Company’s Broker are as follows:
ICICI Securities Limited

ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025
Tel No. : +91 22 6807 7345; Fax No.: +91 22 6807 7803
E-mail Id: allwyn.cardoza@icicisecurities.com;
Investor Grievance Email: iseccompliance@icicisecurities.com
Website: www.icicisecurities.com;
Contact Person: Allwyn Cardoza
SEBI Registration Number: NSE & BSE: INZ000183631
CIN: L67120MH1995PLC086241
21.13 The Buyback shall be implemented using the “Mechanism for acquisition of shares through Stock Exchange” notified
by the SEBI Circulars and following the procedure prescribed in the Companies Act, the Share Capital Rules and
the SEBI Buyback Regulations and as may be determined by the Board and on such terms and conditions as may
be permitted by law from time to time. In this regard, the Company will request NSE to provide the Acquisition
Window. For the purpose of this Buyback, NSE will be the Designated Stock Exchange. All Eligible Shareholders
may place orders in the Acquisition Window, through their respective stock brokers (“Shareholder Broker”)
during normal trading hours of the secondary market.
In the event Shareholder Broker(s) of Eligible Shareholder is not registered with NSE, then the Eligible
Shareholders can approach any NSE registered stock broker and can register themselves by using quick
unique client code (“UCC”) facility through the NSE registered stock broker (after submitting all details as may be
required by such NSE registered stock broker in compliance with applicable law). In case the Eligible Shareholders
are unable to register using UCC facility through any other NSE registered broker, Eligible Shareholders
may approach Company’s Broker i.e. ICICI Securities Limited to place their bids.
21.14 The Eligible Shareholder approaching Designated Stock Exchange registered stock broker (with whom he does not
have an account) may have to submit the requisite documents as may be required. The requirement of documents
and procedures may vary from broker to broker.
21.15 At the beginning of the Tendering Period, the order for buying Equity Shares will be placed by the Company through
Company’s Broker. During the Tendering Period, the order for selling the Equity Shares will be placed in the
Acquisition Window by the Eligible Shareholders through their respective Shareholder Broker during normal trading
hours of the secondary market. The Shareholder Broker can enter orders for Demat Shares and Physical Shares.
In the tendering process, the Company’s Broker may also process the orders received from the Eligible
Shareholders.
41
21.16 The reporting requirements for Non-Resident Shareholders under the FEMA and any other rules, regulations,
guidelines, for remittance of funds, shall be made by the Eligible Shareholder and/or the Shareholder Broker through
which the Eligible Shareholder places the bid.
21.17 Multiple bids made by single Eligible Shareholder for selling the Equity Shares shall be clubbed and considered as
‘one’ bid for the purposes of Acceptance.
21.18 Modification/ cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the
Tendering Period of the Buyback.
21.19 The cumulative quantity tendered shall be made available on the website of NSE (www.nseindia.com) throughout
the trading session and will be updated at specific intervals during the Tendering Period.
21.20 The non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any person who is
eligible to receive the Offer, shall not invalidate the Offer to any person who is eligible to receive this Offer. In case
of non-receipt of the Letter of Offer, Eligible Shareholders may participate in the offer by applying on the Tender
Form downloaded from the Company’s website i.e. https://www.motilaloswalgroup.com/Investor-
Relations/Disclosures/Buyback or Registrar’s portal at https://web.linkintime.co.in/Offer/Default.aspx or obtain a
duplicate copy of the same by writing to the Registrar to the Buyback or by providing their application in plain paper
in writing signed by such shareholder (in case jointly held then signed by all shareholders), stating name, address,
number of shares held, Folio No, Client ID number, DP name, DP ID number, number of Equity Shares tendered
and other relevant documents. Eligible Shareholder(s) have to ensure that their bid is entered in the Acquisition
Window prior to the closure of the Offer. Please note that the Company shall accept Equity Shares from the Eligible
Shareholders on the basis of their holding and Buyback Entitlement. Eligible Shareholder(s) who intend to participate
in the Buyback using the ‘plain paper’ option as mentioned in this paragraph are advised to confirm their Buyback
Entitlement from the Registrar to the Buyback, before participating in the Buyback.
21.21 The acceptance of the offer for Buyback made by the Company is entirely at the discretion of the Eligible
Shareholders. The Company does not accept any responsibility for the decision of the Eligible Shareholder to either
participate or to not participate in the Buyback. The Company will not be responsible in any manner for any loss of
documents during transit. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders
are advised to safeguard adequately their interests in this regard.
21.22 Procedure to be followed by Eligible Shareholders holding Demat Shares:
(a) Eligible Shareholders holding Demat Shares who desire to tender their Demat Shares under the Buyback would
have to do so through their respective Shareholder Broker by indicating to the concerned Shareholder Broker,
the details of Equity Shares they intend to tender under the Buyback.
(b) The Shareholder Broker would be required to place an order/bid on behalf of the Eligible Shareholder who wish
to tender Demat Shares in the Buyback using the Acquisition Window of the NSE.
(c) The lien shall be marked by the Shareholder Broker in the demat account of the Eligible Shareholder for the
Equity Shares tendered in the Buyback. Details of such Equity Shares marked as lien in the demat account of
the Eligible Shareholder shall be provided by the depositories to NSE Clearing Limited (“NSE Clearing”).
(d) In case, the Eligible Shareholder’s demat account is held with one depository and clearing member pool NSE
Clearing account is held with other depository, shares shall be blocked in the Eligible Shareholder’s demat
account at source depository during the tendering period. Inter-Depository Tender Offer (“IDT”) instructions shall
be initiated by the Eligible Shareholders at source depository to Clearing Member/ NSE Clearing account at target
depository. The source depository shall block the Eligible Shareholder’s Equity Shares (i.e. transfers from free
balance to blocked balance) and will send IDT message to target depository for confirming creation of lien. Details
of Equity Shares blocked in the Eligible Shareholders demat account shall be provided by the target depository
to the NSE Clearing.
(e) For custodian participant orders, for Demat Shares early pay-in is mandatory prior to confirmation of order by
custodian participant. The custodian participant shall either confirm or reject the orders not later than the closing
of trading hours on the last day of the tendering period. Thereafter, all unconfirmed orders shall be deemed to be
rejected. For all confirmed custodian participant orders, order modification shall revoke the custodian participant
confirmation and the revised order shall be sent to the custodian participant again for confirmation.
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(f) Upon placing the bid, the Shareholder Broker shall provide a Transaction Registration Slip (“TRS”) generated by
the stock exchange bidding system to the Eligible Shareholder. The TRS will contain details of order submitted
like Bid ID No., Application No., DP ID, Client ID, No. of Equity Shares tendered etc.
(g) It is clarified that in case of Demat Shares, submission of the tender form and TRS is not mandatory. In case of
non-receipt of the completed tender form and other documents, but receipt of Equity Shares in the accounts of
the NSE Clearing and a valid bid in the exchange bidding system, the bid by such Equity Shareholder shall be
deemed to have been accepted.
21.23 Procedure to be followed by Eligible Shareholders holding Physical Shares:
a. In accordance with the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, shareholders
holding securities in physical form are allowed to tender shares in buyback through tender offer route. However,
such tendering shall be as per the provisions of the SEBI Buyback Regulations.
b. Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be
required to approach their respective Shareholder Broker along with the complete set of documents for verification
procedures to be carried out before placement of the bid. Such documents will include the (i) the Tender Form
duly signed by all Eligible Shareholders (in case shares are in joint names, in the same order in which
they hold the shares), (ii) original share certificate(s), (iii) valid share transfer form(s)/Form SH-4 duly filled
and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures
registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour of
the Company, (iv) self-attested copy of PAN Card(s) of all Eligible Shareholders, (v) any other relevant documents
such as power of attorney, corporate authorization (including board resolution/specimen signature), notarized
copy of death certificate and succession certificate or probated will, if the original shareholder is deceased,
etc., as applicable. In addition, if the address of the Eligible Shareholder has undergone a change from the
address registered in the register of members of the Company, the Eligible Shareholder would be required to
submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar card,
voter identity card or passport.
c. Based on these documents, the concerned Shareholder Broker shall place an order/bid on behalf of the Eligible
Shareholders holding Equity Shares in physical form who wish to tender Equity Shares in the Buyback, using the
acquisition window of NSE. Upon placing the bid, the Shareholder Broker shall provide a TRS generated by the
exchange bidding system to the Eligible Shareholder. TRS will contain the details of order submitted like
folio no., certificate no., distinctive no., no. of Equity Shares tendered etc.
d. Any Shareholder Broker/Eligible Shareholder who places a bid for physical Equity Shares, is required to deliver the
original share certificate(s) & documents (as mentioned above) along with TRS generated by exchange bidding
system upon placing of bid, either by registered post, speed post or courier or hand delivery to the Registrar to
the Buyback i.e. Link Intime India Private Limited (at the address mentioned on cover page) not later than 2
(two) working days from the offer closing date. The envelope should be super scribed as “MOFSL Buyback 2022”.
One copy of the TRS will be retained by Registrar to the Buyback and it will provide acknowledgement of the same
to the Shareholder Broker.
e. The Eligible Shareholders holding physical Equity Shares should note that physical Equity Shares will not be
accepted unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for
Buyback by the Company shall be subject to verification as per the SEBI Buyback Regulations and any further
directions issued in this regard. The Registrar to the Buyback will verify such bids based on the documents
submitted on a daily basis and till such verification, NSE shall display such bids as ‘unconfirmed physical bids’.
Once Registrar to the Buyback confirms the bids, they will be treated as ‘confirmed bids’
f. In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialisation, such Eligible
Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in
time so that they can participate in the Buyback before the closure of the tendering period of the Buyback.
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21.24 Additional requirements in respect of tenders by the Non-Resident Shareholders (Read with paragraph 18
“Details of Statutory Approvals”):
a. While tendering their Equity Shares under the Buyback, all Eligible Shareholders being Non-Resident
Shareholders of the Equity Shares (excluding FIIs/ FPIs) shall enclose a copy of the permission received by them
from RBI, if applicable, to acquire the Equity Shares held by them.
b. Eligible Shareholders who re FIIs/ FPIs should also enclose a copy of their SEBI registration certificate
c. In case the Equity Shares are held on a repatriation basis, the Non-Resident Eligible Shareholders shall obtain
and enclose a letter from the Eligible Shareholder’s authorised dealer/ bank confirming that at the time of acquiring
the said Equity Shares, payment for the same was made by the Non-Resident shareholder from the appropriate
account (e.g. NRE a/c) as specified by RBI in its approval. In case the Non-Resident shareholder is not in a position
to produce the said certificate, the Equity Shares would be deemed to have been acquired on non-repatriation
basis and in that case the Non- Resident Eligible Shareholder shall submit a consent letter addressed to the
Company, allowing the Company to make the payment on a non-repatriation basis in respect of the valid
Equity Shares Accepted in the Buyback.
d. Notwithstanding anything contained in this Letter of Offer, if any of the above stated documents, as applicable,
are not enclosed along with the Tender Form, the Equity Shares tendered under the Buyback are liable to be
rejected.
21.25 Those shareholders who have not received the Letter of Offer and the Tender Form despatched by email or by
physical form, as the case may be, can send a letter to the Registrar to the Buyback requesting for a copy of the
Letter of Offer and the Tender Form physically or by an email. Alternatively, the shareholders can browse to the
portal at https://web.linkintime.co.in/Offer/Default.aspx and download the Letter of offer and the Tender form
available and may also check for their entitlement by entering information like Folio no, / DP id and Client id , PAN,
and such other credentials as may be required for validating the request at the portal.
B. ACCEPTANCE OF ORDERS
The Registrar to the Buyback shall provide details of order Acceptance to the NSE Clearing within specified timelines.
C. METHOD OF SETTLEMENT
Upon finalisation of the basis of acceptance as per SEBI Buyback Regulations:
a. The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
b. The Company will pay the consideration to the Company’s Broker who will transfer the funds pertaining to the
Buyback to the NSE Clearing’s Bank account as per the prescribed schedule. The settlement of fund obligation for
Demat Shares shall be affected as per the SEBI circulars and as prescribed by NSE and Clearing Corporation from
time to time. For Equity Shares accepted under the Buyback, the NSE Clearing will make direct funds payout to
the respective Shareholders. If the respective Shareholder’s bank account details are not available or if the fund
transfer instruction is rejected by RBI/ Bank, due to any reason, then such funds will be transferred to the concerned
Seller Member’s settlement bank account for onward transfer to such respective Eligible Shareholders.
c. In case of Eligible Shareholder where there are specific RBI and other regulatory requirements pertaining to funds
pay-out, which do not opt to settle through custodians, the funds pay-out would be given to their respective
Shareholder Brokers settlement bank account for onward transfer to the Eligible Shareholders. For this purpose,
the client type details would be collected from the Registrar to the Buyback.
d. Details in respect of shareholder’s entitlement for tender offer process will be provided to the NSE Clearing by the
Company or Registrar to the Buyback. On receipt of the same, NSE Clearing will cancel the excess or unaccepted
blocked shares in the demat account of the shareholder. On Settlement date, all blocked shares mentioned in the
accepted bid will be transferred to the NSE Clearing.
e. In the case of Inter Depository, NSE Clearing will cancel the excess or unaccepted shares in target depository.
Source Depository will not be able to release the lien without a release of IDT message from Target Depository.
Further, release of IDT message shall be sent by target Depository either based on cancellation request received
44
from Clearing Corporation or automatically generated after matching with Bid accepted detail as received from the
Company or the Registrar to the Buyback. Post receiving the IDT message from target Depository, source
Depository will cancel/release excess or unaccepted block shares in the demat account of the shareholder. Post
completion of tendering period and receiving the requisite details viz., demat account details and accepted bid
quantity, source depository shall debit the securities as per the communication/ message received from target
Depository to the extent of accepted bid shares from shareholder’s demat account and credit it to Clearing
Corporation settlement account in target Depository on settlement date.
f. Any excess physical Equity Shares pursuant to proportionate acceptance/rejection will be returned to the
Shareholders directly by Registrar to the Buyback. The Company is authorized to split the share certificate and
issue new consolidated share certificate for the unaccepted equity shares in case the equity shares accepted by
the Company are less than the equity shares tendered in the Buyback by the equity shareholders holding equity
shares in the physical form.
g. The Equity Shares bought back in the demat form would be transferred to the special demat account of the
Company (“Demat Escrow Account”) opened for the Buyback.
h. Eligible Shareholders who intend to participate in the Buyback should consult their respective Shareholder Broker
for payment to them of any cost, charges, and expenses (including brokerage) that may be levied by the
Shareholder Broker upon the selling Eligible Shareholders for tendering Equity Shares in the Buyback (secondary
market transaction). The Buyback consideration received by the selling Shareholders from their respective Seller
Member, in respect of accepted Equity Shares, could be net of such costs, charges and expenses (including
brokerage) and the Company accepts no responsibility to bear or pay such additional cost, charges and expenses
(including brokerage) incurred solely by the selling Eligible Shareholders.
i. The Seller Member would issue contract note and pay the consideration for the Equity Shares accepted under the
Buyback and will unblock the excess unaccepted Equity Shares. Company Broker would also issue a contract note
to the Company for the Equity Shares accepted under the Buyback.
j. In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatory requirements
pertaining to funds pay-out including those prescribed by the RBI) who do not opt to settle through custodians, the
funds pay-out would be given to their respective Shareholder Broker’s settlement accounts for releasing the same
to such shareholder’s account.
k. The Equity Shares lying to the credit of the Company Demat Account and the Equity Shares bought back and
accepted in physical form will be extinguished in the manner and following the procedure prescribed in the Buyback
Regulations.
D. Special Account opened with the NSE Clearing
The details of transfer of the Demat Shares to the special account by trading member or custodians shall be informed in
the issue opening circular that will be issued by the NSE or the NSE Clearing.
E. Rejection criteria
The Equity Shares tendered by Eligible Shareholders holding Demat Shares would be liable to be rejected on the
following grounds:
 the Equity Shareholder is not an Eligible Shareholder (Equity Shareholder as on the Record Date); or
 in the event of non-receipt of the completed Tender Form and other documents from the Eligible Shareholders who
were holding Physical Shares as on the Record Date and have placed their bid in demat form; or
 if there is a name mismatch in the demat account of the Eligible Shareholder and PAN; or
 Where there exists any restraint order of a Court/any other competent authority for transfer/disposal/ sale or where
loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute
or otherwise not clear or where any other restraint subsists.
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The Equity Shares tendered by Eligible Shareholders holding Physical Shares would be liable to be rejected on
the following grounds, if:
 The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical
form are not received by the Registrar on or before the close of business hours on Monday, July 11, 2022; or
 If there is any other company’s share certificate enclosed with the Tender Form instead of the share
certificate of the Company; or
 If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the
Eligible Shareholders; or
 If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity
Share certificate; or
 In the event the signature in the Tender Form and Form SH‐4 do not match as per the specimen
signature recorded with Company or Registrar to the Buyback; or
 Where there exists any restraint order of a Court/any other competent authority for transfer/disposal/ sale
or where loss of share certificates has been notified to the Company or where the title to the Equity Shares
is under dispute or otherwise not clear or where any other restraint subsists.
22. NOTE ON TAXATION
Disclosures in this section are based on expert opinion sought by the Company from M/s Aneel Lasod and
Associates, Chartered Accountants.
THE FOLLOWING SUMMARY OF THE TAX CONSIDERATIONS IS BASED ON THE READING OF THE
CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE
JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO
CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR
JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT IMPLICATIONS ON THESE
TAX CONSIDERATIONS.
IN VIEW OF THE COMPLEXITY AND THE SUBJECTIVITY INVOLVED IN THE TAX CONSEQUENCES OF
A BUY BACK TRANSACTION, ELIGIBLE SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX
ADVISORS FOR THE TAX TREATMENT IN THEIR HANDS CONSIDERING THE RELEVANT TAX
PROVISIONS, FACTS AND CIRCUMSTANCES OF THEIR CASE.
THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE
OF THIS TAX SUMMARY AND EXPLICITLY DISOWNS ANY LIABILITY ARISING OUT OF ANY ACTION
INCLUDING A TAX POSITION TAKEN BY THE ELIGIBLE SHAREHOLDER BY RELYING ON THIS
SUMMARY. THE SUMMARY OF TAX CONSIDERATIONS RELATING TO BUY BACK OF EQUITY
SHARES LISTED ON THE STOCK EXCHANGE SET OUT BELOW SHOULD BE TREATED AS
INDICATIVE AND FOR GENERAL GUIDANCE PURPOSES ONLY.
1. GENERAL:
The Indian tax year runs from April 1 to March 31. The charge of Indian income tax depends upon the
residential status of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation
in India on his worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax
Act 1961 (“ITA”). A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in
India only on his/ her Indian sourced income or income received by such person in India. Vide Finance Act,
2020, certain nonresident individuals are deemed to be resident in India upon triggering of certain conditions.
Deemed residents would be liable to pay tax in India only on their Indian sourced income or income from
business or professional controlled in India. In case of shares of a Company, the source of income from shares
would depend on the ‘situs’ of the shares. As per judicial precedents, generally the “situs” of the shares is
where company is “incorporated” and where its shares can be transferred. Accordingly, since the Company is
46
incorporated in India, the “situs” of the shares of the Company would be in India and any gains arising to a
non-resident on transfer of such shares should be taxable in India under the ITA subject to any specific
exemption in this regard. Further, the non-resident can avail the beneficial tax treatment prescribed under the
relevant Double Tax Avoidance Agreement (“DTAA”) as modified by the Multilateral Instrument (“MLI”), if the
same is applicable to the relevant DTAA between India and the respective country of which the said non-
resident shareholder is tax resident subject to satisfaction of the relevant conditions including non-applicability
of General Anti-Avoidance Rule (“GAAR”) and providing and maintaining necessary information and
documents as prescribed under the ITA as well as satisfying the relevant conditions under the respective
DTAA including anti-abuse measures under the MLI, if applicable. The summary of direct tax implications on
buyback of equity shares listed on the stock exchanges in India is set out below. All references to equity shares
in this memorandum refer to equity shares listed on the stock exchanges in India unless stated otherwise. The
residential status of an assessee would be determined in terms of Section 6 of the ITA.
2. CLASSIFICATION OF SHAREHOLDERS
Section 6 of the ITA, determines the residential status of an assessee. Accordingly, shareholders can be
classified broadly in categories as mentioned below:
A. Resident Shareholders being:
 Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals
(BOI), Firm, LLP
 Others (corporate bodies):
- Company
- Other than Company
B. Deemed Resident Shareholder – an individual being a citizen of India who is not liable to tax in any
other country or territory by reason of domicile, residence or any other criteria of similar nature and has
total income other than foreign sourced income exceeding Rs. 15 lakh during the tax year.
C. Non-Resident Shareholders being:
 Non-Resident Indians (NRIs)

 Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)
 Others:
- Company
- Other than Company
3. INCOME TAX PROVISIONS IN RESPECT OF BUY BACK OF SHARES LISTED ON THE RECOGNISED
STOCK EXCHANGE
a. As per Section 115QA of ITA, listed companies making a public announcement of Buyback of shares on or after
July 5, 2019 are required to pay an additional tax @ 20%, plus surcharge @ 12% plus Health & Education Cess @
4% on the distributed income.
Distributed income is defined in explanation to Section 115QA(1) to include consideration paid by the company on
buyback of Shares as reduced by the amount which was received by the company on issue of such shares,
determined in the manner specified in Rule 40BB of the Income Tax Rules, 1962.
b. The tax on the distributed income by the company shall be treated as the final payment of tax in respect of the said
income and no further credit thereof shall be claimed by the company or by any other person in respect of the
amount of tax so paid.
c. No deduction under any other provision of this Act shall be allowed to the company or a shareholder in respect of
the income which has been charged to tax.
47
d. As the said income has been charged to tax at company level, it shall be exempt in the hands of shareholders under
Section 10(34A) of the ITA. Accordingly, income arising in the hands of the shareholder (whether resident or non-
resident) on buyback of equity shares shall be exempt from tax in India irrespective of the characterization of the
shares, i.e. whether long term or short term or held as investment or stock-in-trade under sub-clause (34A) of Section
10 of the ITA. In case of Non Resident Shareholders, the same may be subject to tax in the country of residence of
the shareholder as per the provisions of the tax laws of that country. The credit of tax may or may not be allowed to
such non-resident shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the
company in view of Section 115QA (4) and (5) of the ITA. Non-resident shareholders need to consult their tax
advisors with regard to availability of such tax credit.
4. TAX DEDUCTION AT SOURCE (“TDS”)
Since there is no provision regarding the TDS in case of Buyback, company is not required to deduct any tax at source
on consideration payable to Resident Shareholders.
Further, given that the consequential income would be exempt from tax in the hands of shareholders under Section
10(34A) of the ITA, the same would not be subject to TDS for Non-Resident Shareholders.
5. SECURITIES TRANSACTION TAX ON ACCOUNT OF BUYBACK OF SHARES
Since the buyback of shares shall take place through the settlement mechanism of the Stock Exchange, securities
transaction tax at 0.1% of the value of the transaction will be applicable.
THE ABOVE NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND DOES
NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE
DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY
ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN.
THERE CAN BE NO LIABILITY ON THE COMPANY IF ANY ACTION IS TAKEN BY THE SHAREHOLDER SOLELY BASED
ON THIS TAX SUMMARY. THEREFORE, SHAREHOLDERS CANNOT RELY ON.
THIS ADVICE AND THE SUMMARY TAX IMPLICATIONS RELATING TO THE TREATMENT OF INCOME TAX IN THE
CASE OF BUYBACK OF EQUITY SHARES LISTED ON THE STOCK EXCHANGE AS SET OUT ABOVE.
THE SUMMARY OF THE TAX CONSIDERATIONS AS ABOVE IS BASED ON THE CURRENT PROVISIONS OF THE TAX
LAWS OF INDIA, WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE,
REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS.
IN VIEW OF THE SPECIFIC NATURE OF TAX CONSEQUENCES, SHAREHOLDERS WHO ARE NOT TAX RESIDENTS
OF INDIA ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX AND THE APPROPRIATE
COURSE OF ACTION THAT THEY SHOULD TAKE CONSIDERING THE PROVISIONS OF THE RELEVANT COUNTRY
OR STATE TAX LAW AND PROVISIONS OF DTAA WHERE APPLICABLE.
23. DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required under clause (ix) and clause (x) of Schedule I to the SEBI Buyback Regulations:
23.1 The Board confirms that there are no defaults subsisting in the repayment of deposits accepted either before or after
the commencement of the Companies Act, interest payment thereon, redemption of debentures or preference shares
or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any financial
institution or banking company, as applicable.
23.2 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 after taking into account the financial position of the Company and also considering all contingent
liabilities, and has formed the opinion:
 that immediately following the date of this resolution approving the Buy-back, there will be no grounds on which the
Company can be found unable to pay its debts;
 that as regards the Company’s prospects for the year immediately following the date of this resolution that having
regard to the Board’s intention with respect to the management of the Company’s business during that year and to
48
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 this resolution;
 in forming an opinion for the above purposes, the Board has taken into account the liabilities as if the Company
was being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code 2016
(including prospective and contingent liabilities).
This declaration is made and issued under the authority of the Board of Directors in terms of the resolution passed at
the meeting of held on May 17, 2022.
For and on behalf of the Board of Directors of Motilal Oswal Financial Services Limited
Sd/- Sd/-
Raamdeo Agarawal Motilal Oswal
Non-Executive Chairman Managing Director and Chief Executive Officer
DIN: 00024533 DIN: 00024503
24. REPORT BY THE COMPANY’S STATUTORY AUDITOR
The text of the report dated May 17, 2022 received from M/s. Singhi & Co, Chartered Accountants (Firm’s Registration
No. 302049E), the statutory auditor of the Company, addressed to the Board is reproduced below:
Quote:
Independent Auditor’s Report on proposed buy-back of equity shares pursuant to the requirements of clause
(xi) of the Schedule I to the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018
as amended
To,
The Board of Directors
Motilal Oswal Financial Services Limited
Motilal Oswal Tower, Rahimtullah Sayani
Opposite Parel ST Depot,
Prabhadevi, Mumbai-400025
1. This report is issued in accordance with the terms of our engagement letter dated May 14, 2022 with Motilal Oswal
Financial Services Limited (“the Company”). The management of the Company has requested us to report on the
accompanying statement (Annexure A) - permissible capital payment as at March 31, 2022 (“the Statement”) prepared
by them pursuant to the proposed buy-back of equity shares approved by the Board of Directors of the Company at
their meeting held on May 17, 2022, in accordance with the provisions of sections 68, 69 and 70 of the Companies Act,
2013 (“the Act”) and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (“the SEBI
Buy-back Regulations”) The Statement contains the computation of amount of permissible capital payment towards buy-
back of equity shares in accordance with the requirements of section 68(2)(c) of the Act and based on the audited
standalone and consolidated financial statements for the year ended March 31, 2022 (“Audited Financial Statements”).
We have initialed the Statement for the identification purposes only.
Management’s Responsibility
2. The preparation of the Statement is in accordance with the requirements of section 68(2)(c) of the Act and in compliance
with the SEBI Buy-back Regulations which is determining the amount permissible to be paid for the buy back, is the
responsibility of the management of the Company, including 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.
3. The Board of Directors are responsible to make a full inquiry into the affairs and prospects of the Company and to form
an opinion on reasonable grounds that the Company will be able to pay its debts from the date of Board meeting and
will not be rendered insolvent within a period of one year from the date of the Board meeting at which the proposal for
49
buy-back was approved by the Board of Directors of the Company and in forming this opinion, it has taken into account
the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the
provisions of the Act or the Insolvency and Bankruptcy Code 2016. Further, a declaration is required to be signed by at
least two directors of the Company in this respect in accordance with the requirements of the section 68 (6) of the Act
and the SEBI Buy-back Regulations.
Auditor’s Responsibility
4. Pursuant to the requirements of the SEBI Buy-back Regulations, it is our responsibility to provide reasonable assurance
on the following “Reporting Criteria” whether:
(i) we have inquired into the state of affairs of the Company in relation to the Audited Financial Statements;
(ii) the amount of permissible capital payment for the buy-back as stated in Annexure A has been determined considering
the audited financial statements for the year ended March 31, 2022 and is within the permissible limit as computed in
accordance with the provisions of section 68(2)(c) of the Act;
(iii) Audited Financial Statements, on the basis of which calculation with reference to buy-back is done, are not more than
six months old from the date of offer documents; and
(iv) the Board of Directors of the Company, in its meeting dated May 17, 2022, has formed the opinion as specified in clause
(x) of Schedule I to the SEBI Buy-back Regulations, on a reasonable ground 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;
5. The Audited Financial statements for the year ended March 31, 2022 have been audited by us on which we have issued
an unmodified audit opinion vide our report dated April 28, 2022. Our audit of these financial statements were conducted
in accordance with the Standards on Auditing, as specified under section 143(10) of the Companies Act, 2013 and other
applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India (the “ICAI”). Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.
6. We conducted our examination of the Statement in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes’ (“Guidance Note”), issued by the ICAI. The Guidance Note requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI.
7. 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, issued by the Institute of Chartered Accountants of India.
8. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the
Reporting Criteria mentioned in paragraph 4 above. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks associated with the Reporting Criteria. We have performed the following
procedures in relation to the statement:
a) Inquired into the state of affairs of the Company in relation to Audited Financial Statements as at the year ended March
31, 2022;
b) Examined authorisation for buy back from the Articles of Association of the Company;
c) Agreed the balance of the Statement of Profit and Loss, Securities Premium Account and General Reserve as at March
31, 2022 as disclosed in the Statement with the Audited Financial Statements;
d) Examined that the ratio of secured and unsecured debt owed by the Company, is not more than twice the capital and
its free reserves after such buy-back;
e) Examined that all the shares for buy-back are fully paid-up;
f) Examined that the amount of permissible capital payment for the buy-back as detailed in Annexure A is within
permissible limit computed in accordance with section 68(2)(c) of the Act;
g) Inquired if the Board of Directors of the Company, in its meeting held on May 17, 2022 has 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 the aforesaid date of
the board meeting;
h) Examined the resolutions passed in the minutes of the meetings of the Board of Directors;
i) Examined the Directors’ declarations for the purpose of buy-back and solvency of the Company;
50
j) Verified the arithmetical accuracy of the Statement; and
k) Obtained appropriate representations from the management of the Company.
Opinion
9. Based on our examination as above and the information, explanations and representations provided to us by the
management, in our opinion:
a) we have inquired into the state of affairs of the Company in relation to Audited Financial Statements
b) the Statement of permissible capital payment towards the proposed buy-back of equity shares as stated in Annexure A,
in our view is properly determined in accordance with the requirements of section 68(2)(c) of the Act;
c) Audited Financial Statements, on the basis of which calculation with reference to buy-back is done, are not more than
six months old from the date of offer documents;
d) the Board of Directors of the Company, in its meeting held on May 17, 2022 have formed the opinion, as specified in
clause (x) of Schedule I to the SEBI Buy-back Regulations, on reasonable grounds 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 board meeting .
Restriction on distribution or use
10. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the
provisions of section 68 and other applicable provisions of the Act and the SEBI Buy-back Regulations, pursuant to the
proposed buy-back of equity shares. Our obligations in respect of this report are entirely separate from, and our
responsibility and liability is in no way changed by, any other role we may have had as auditors of the Company or
otherwise. Nothing in this report, nor anything said or done in the course of or in connection with the services that are
the subject of this report, will extend any duty of care we may have in our capacity as auditors of the Company.
11. This report is addressed to and provided to the Board of Directors of the Company solely for the purpose of enabling it
to comply with the aforesaid requirements and to include this report, pursuant to the requirements of the SEBI Buy-back
Regulations. , (a) in the public announcement to be made to the shareholders of the Company, (b) in the draft letter of
offer and the letter of offer to be filed with the Registrar of Companies, Securities and Exchange Board of India, National
Stock Exchange of India Limited and BSE Limited, as required by the SEBI buy-back regulations, the Central Depository
Services (India) Limited, National Securities Depository Limited and (c) for providing to the manager(s) to the buy-back,
each for the purpose of extinguishment of equity shares. Accordingly, this report may not be suitable for any other
purpose, and therefore, should not be used, referred to or distributed for any other purpose or to any other party without
our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose
for which 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 Singhi & Co

Chartered Accountants
Firm Registration No.: 302049E
Sd/-
S. Chandrasekhar
Partner
Membership No. 007592
UDIN: 22007592AJCREJ5745
Place: Mumbai
Date: May 17, 2022
Annexure A
Statement of permissible capital payment
Computation of amount of permissible capital payment towards buyback of equity shares in accordance with the
requirements of Section 68(2)(c) of the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Buy
Back of Securities) Regulations, 2018, as amended (“SEBI Buyback Regulations”), based on the audited standalone
and consolidated financial statements for the year ended March 31, 2022.
51
(in Rs. Lakhs)
Particulars Amount Amount
(Standalone) (Consolidated)
Paid-up Equity Share Capital (X) 1,491 1,491
Free Reserves*
-General Reserve 4,559 4,776
- Securities premium 58,816 51,051
- Retained earnings 2,49,780 3,32,134
Total Free Reserves (Y) 3,13,155 3,87,961
Total of Paid up Equity Share Capital and 3,14,646 3,89,452

Free Reserves (X+Y)
Maximum amount permissible for the 78,662 97,363
buyback i.e. 25% of total paid-up equity
capital and free reserves*
Amount approved by Board at its meeting Not Exceeding Rs. 160 Crores
held on May 17, 2022, approving the buy
back
* free reserves as defined in Section 2(43) of the Act read along with Explanation II provided in Section 68 of the Act.
For Motilal Oswal Financial Services Limited
Sd/-
Shalibhadra Shah
Chief Financial Officer
Place: Mumbai
Date: May 17, 2022
Unquote
25. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the Registered Office of the Company at Motilal
Oswal Tower, Rahimtullah Sayani Opposite Parel ST Depot, Prabhadevi, Mumbai-400025 between IST 10.00 a.m. and
5.00 p.m. on any day, except Saturday, Sunday and public holidays, and on the website of the Company
https://www.motilaloswalgroup.com/Investor-Relations/Disclosures/Buyback, during the Tendering Period:
1. Certificate of Incorporation of the Company, Memorandum and Articles of Association of the Company;
2. Copy of annual reports of the Company for the fiscal years ended March 31, 2022, 2021 and 2020;
3. Copy of resolution passed by the Board of Directors at the meeting held on May 17, 2022 approving the proposal
for Buyback;
4. Copy of report dated May 17, 2022 received from Singh & Co., Chartered Accountants, the Statutory Auditor of the
Company, in terms of clause (xi) of Schedule I to the SEBI Buyback Regulations;
5. Copy of the Public Announcement;
6. Copy of Declaration of solvency and an affidavit verifying the same in Form SH-9, as prescribed under
Section 68(6) of the Companies Act;
7. Copy of Escrow Agreement dated May 31, 2022 entered into amongst the Company, the Manager to the
Buyback and the Escrow Agent;
8. Copy of the certificate from M/s Aneel Lasod and Associates, Chartered Accountants, dated May 17, 2022,
certifying that the Company has adequate and firm financial resources to fulfill the obligations under the Buyback;
52
9. Opinion on the note on taxation, dated May 25, 2022, obtained by the Company from M/s Aneel Lasod and
Associates, Chartered Accountants; and
10. Observations from SEBI on the Draft Letter of Offer issued by its letter no. SEBI/HO/CFD/DCR1/MB/OW/24107/1
dated June 10, 2022.
26. DETAILS OF COMPLIANCE OFFICER
The Company has appointed Kailash Purohit as the compliance officer for the purpose of the Buyback (“Compliance
Officer”). Investors may contact the Compliance Officer for any clarification or to address their grievances, if any, on all
working days except Saturday, Sunday and public holidays during office hours i.e. IST 10:00 a.m. to IST 5:00 p.m.:
Kailash Purohit
Company Secretary and Compliance Officer
Motilal Oswal Tower, Rahimtullah Sayani Opposite Parel ST Depot, Prabhadevi, Mumbai-400025
Tel No.: +91 22 7193 4200 / +91 22 7199 2334
Email: shareholders@motilaloswal.com
27. DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS
27.1 In case of any grievances relating to the Buyback (including non-receipt of the Buyback consideration, share
certificate, demat credit, etc.), the Eligible Shareholders can approach either of the Compliance Officer, Manager to the
Buyback, Registrar to the Buyback for redressal thereof.
27.2 If the Company makes any default in complying with Sections 68, 69, 70 of the Companies Act including the rules
thereunder, the Company or any officer of the Company who is in default shall be punishable with imprisonment for a
term and its limit, or with a fine and its limit or with both in terms of the Companies Act, as applicable.
27.3 The address of the concerned office of the Registrar of Companies is as follows:
The Registrar of Companies, Maharashtra – Mumbai

100, Everest,
Marine Drive, Mumbai-400002
28. DETAILS OF INVESTOR SERVICE CENTRE
In case of any query, the shareholders may contact the Registrar and Share Transfer Agent of the Company, appointed
as the Investor Service Centre and Registrar for the purposes of the Buyback, on any day except Saturday and Sunday
and public holiday between IST 10.00 a.m. to IST 5.30 p.m. at the following address:

Tel No.: +91 22 4918 6200; Fax No.: +91 22 4918 6195
Contact Person: Sumeet Deshpande
Email: mofsl.buyback2022@linkintime.co.in
Website: www.linkintime.co.in
Investor grievance e-mail: mofsl.buyback2022@linkintime.co.in
SEBI Registration No.: INR000004058; Validity Period: Permanent
Corporate Identity Number: U67190MH1999PTC118368
29. DETAILS OF THE MANAGER TO THE BUYBACK
The Company has appointed the following as Manager to the Buyback:
Ernst & Young Merchant Banking Services LLP

The Ruby, 14th Floor, 29 Senapati Bapat Marg, Dadar West, Mumbai – 400 028
Tel No.: +91 22 6192 0000 Fax No.: +91 22 6192 1000
Email: mofsl.buyback2022@in.ey.com ;
Website: www.ey.com/in/mb
53
Investor grievance e-mail: investorgrievances@in.ey.com
SEBI Registration No.: INM000010700; Validity Period: Permanent
Contact Person: Chintan Hefa
LLP Identity No: AAO-2287
30. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF
OFFER
As per Regulation 24(i)(a) of the SEBI Buyback Regulations, the Board of Directors accepts full responsibility for the
information contained in this Letter of Offer and for the information contained in all other advertisements, circulars,
brochures, publicity materials etc. which may be issued in relation to the Buyback and confirms that the information in
such documents contain and will contain true, factual and material information and does not and will not contain any
misleading information.
For and on behalf of the Board of Directors of Motilal Oswal Financial Services Limited
Sd/- Sd/- Sd/-

Raamdeo Agrawal Motilal Oswal Kailash Purohit
Non-Executive Chairman Managing Director and Chief Company Secretary and
DIN: 00024533 Executive Officer Compliance Officer
DIN: 00024503 Membership No.: A28740
Date: June 13, 2022

Place: Mumbai
31. TENDER FORM
31.1 Tender Form (for Eligible Shareholders holding Equity Shares in dematerialized form) – Annexure I
31.2 Tender Form (for Eligible Shareholders holding Equity Shares in physical form) – Annexure II
31.3 Form No. SH-4 – Securities Transfer Form – Annexure III
54
TENDER FORM Annexure I
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING EQUITY SHARES IN DEMATERIALIZED FORM)
Bid Number: BUYBACK OPENS ON FRIDAY, JUNE 24, 2022
Date: BUYBACK CLOSES ON THURSDAY, July 07, 2022
For Registrar use
Inward No. Date Stamp
Status (please tick appropriate box)

Individual FII/FPI Insurance Co
Foreign Co NRI/OCB FVCI
Body Corporate Bank/FI Pension/PF
VCF Partnership/LLP Others (Specify)
India Tax Residency Status: Please tick appropriate box
Resident of
Non-Resident in
Resident in India _________
India
(Shareholder to fill
country of
To, residence)
Motilal Oswal Financial Services Limited Route of Investment (For NR Shareholders only)
C/o Link Intime India Private Limited Portfolio Investment Scheme Foreign Investment Scheme
C 101, 247 Park, L.B.S.Marg, Vikhroli (West),
Mumbai – 400 083
Dear Sirs,
Sub: Letter of Offer dated Monday, June 13, 2022 to Buyback up to 14,54,545 Equity Shares of Motilal Oswal Financial Services Limited (the “Company”) at a price of INR 1,100 (Indian
Rupees One Thousand One Hundred only) per Equity Share (the “Buyback Offer Price”) payable in cash
1. I/We having read and understood the Letter of Offer hereby tender / offer my / our Equity Shares in response to the Buyback Offer on the terms and conditions set out below and in
the Letter of Offer.
2. I / We authorize the Company to Buy-back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback Offer to extinguish the Equity
Shares.
3. I / We hereby warrant 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 covenants 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 documents and that the consideration will be paid as per the Stock Exchange
mechanism.
6. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of SEBI Buyback Regulations and SEBI circulars.
7. I / We agree to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. 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 and the rules made thereunder and the SEBI Buyback Regulations and
the extant applicable foreign exchange regulations.
9. Details of Equity Shares held and tendered / offered for Buyback:
Particulars In Figures In Words
Number of Equity Shares held as on

Record Date (i.e., May 27, 2022)
Number of Equity Shares Entitled for Buyback

(Buyback Entitlement)
Number of Equity Shares offered for Buyback

(Including Additional Shares, if any)
Note: An Eligible Shareholder may tender Equity Shares over and above his / her 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 Paragraph 20 of 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.
10. I / We agree that the Clearing Corporation will cancel the excess or unaccepted blocked shares in the demat account of the shareholder.
---------------------------------------------------------------------------------------------------------------------------------Tear along this line----------------------------------------------------------------------------------------------------------------------------------

ACKNOWLEDGMENT SLIP: MOTILAL OSWAL FINANCIAL SERVICES LIMITED BUYBACK OFFER 2022
(To be filled by the Equity Shareholder) (Subject to verification)
DP ID Client ID
Received from Mr./Ms./Mrs.
Form of Acceptance-cum-Acknowledgement, Original TRS along with:

No. of Equity Shares offered for Buyback (In
(in words)
Figures)
Please quote Client ID No. & DP ID No. for all future correspondence Stamp of Shareholder Broker
1
11. Applicable for all Non-Resident Shareholders only:
• I / We undertake to pay income taxes in India on any income arising on such Buyback accordance with prevailing income tax laws in India. 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
• 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, as amended (“FEMA Regulations”) and the rules and regulations framed there
under, for tendering Equity Shares in the Buyback, 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.
12. 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, SEBI Buyback Regulations and any other applicable laws.
13. 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 shares by the Company, copy of tax
return filed in India, evidence of the tax paid etc., whenever called for.
14. Non-Resident Shareholders (including NRIs, OCBs, FPI, Foreign Nationals and FIIs) 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. “Motilal Oswal Financial 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.
15. Details of Account with Depository Participant (DP):
Name of the Depository (tick whichever is applicable) NSDL CDSL

Name of the Depository Participant
DP ID No.
Client ID No. with the DP
14. Equity Shareholders Details:
Particulars First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) Of the Holder
Signature(s)*
PAN
Address of the Sole/First Equity
Shareholder
Email ID of
Telephone No. of Sole/First Equity Sole/First
Shareholder Equity
Shareholder
* Non-individual shareholders must affix rubber stamp and sign under valid authority. The relevant authorization should be enclosed with the application form submitted.
INSTRUCTIONS
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
1. This Offer will open on Friday, June 24, 2022 and close on Thursday, July 07, 2022.
2. Eligible Shareholders who desire to tender their Equity Shares under the Buyback would have to do so through their respective Shareholder Broker by indicating the details of
equity shares they intend to tender under the Buyback offer.
3. Eligible Shareholders may submit their duly filled Tender Form to the office of Registrar to the Buyback (as mentioned in Paragraph 19 of the Letter of Offer) only post placing the
bid via the Shareholder Broker.
4. 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.
5. The Buyback shall be rejected for shareholders in case of receipt of the completed Tender Form and other documents but non-receipt of valid bid in the exchange bidding
system.
6. The Equity Shares in the Buyback offer would be liable to be rejected if (i) the tenderer is not an Eligible Shareholder of the Company as on the Record date (ii) if there is a
name and PAN mismatch in the demat account of the Eligible Shareholder (iii) in the event of non-receipt of the completed Tender Form and other documents from the
Eligible Shareholders who were holding shares in physical form as on the Record Date and have placed their bid in dematerialized form.
7. Eligible Shareholders to whom the Offer is made are free to tender shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not exceeding
their holding as on Record Date.
8. For the procedure to be followed by Eligible Shareholders for tendering in the Buyback, please refer to paragraph 21 “Procedure for Tender Offer and Settlement” of the Letter of Offer.
9. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.
10. By agreeing to participate in the Buyback, the non-resident Eligible Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all
applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if
required by the Company.
11. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the approval from the RBI).
12. 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, DP ID, beneficiary account number and number of Equity Shares tendered for the Buyback
13. The Tender Form and TRS is not required to be submitted to the Company, Manager or the Registrar. After the receipt of a valid bid in the exchange bidding system, the Buyback
shall be deemed to have been accepted for the Eligible Shareholders holding Equity Shares in dematerialized form.
All capitalised items not defined herein shall have the meaning ascribed to them in the Letter of Offer.
------------------------------------------------------------------------------------Tear along this line---------------------------------------------------------------------------------
ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE BUYBACK AT THE FOLLOWING ADDRESS
QUOTING YOUR FOLIO NO:
Investor Service Centre
Unit: Motilal Oswal Financial Services Limited Buyback 2022
Tel No.: +91 22 4918 6200; Fax No.: +91 22 4918 6195
Website: www.linkintime.co.in; Investor grievance e-mail: mofsl.buyback2022@linkintime.co.in;
Contact Person: Sumeet Deshpande; Email: mofsl.buyback2022@linkintime.co.in;
SEBI Registration No.: INR000004058
2
Annexure II
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM)
Eligible Shareholders holding Equity Shares in physical form are requested to refer to paragraph 21.23 of the Letter of Offer titled ‘Procedure to be followed by Eligible
Shareholders holding Physical Shares’, for details regarding permissibility of acceptance of Equity Shares held in physical form and for details regarding the procedure for tendering,
before submitting the Tender Form and Securities Transfer Form with respect to Equity Shares held in physical form.
Bid Number: BUYBACK OPENS ON FRIDAY, JUNE 24, 2022

Date: BUYBACK CLOSES ON THURSDAY, JULY 07, 2022
For Registrar use
Inward No. Date Stamp
Status (please tick appropriate box)

Individual FII/FPI Insurance Co
Foreign Co NRI/OCB FVCI
Body Corporate Bank/FI Pension/PF
VCF Partnership/LLP Others (Specify)
India Tax Residency Status: Please tick appropriate box
Resident of
Non-Resident in
Resident in India (Shareholder to fill
India
country of
To, residence)
C/o Link Intime India Private Limited Route of Investment (For NR Shareholders only)
C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Portfolio Investment Scheme Foreign Investment Scheme
Mumbai – 400 083
Dear Sirs,
Sub: Letter of Offer dated Monday, June 13, 2022 to Buyback up to 14,54,545 Equity Shares of Motilal Oswal Financial Services Limited (the “Company”) at a price of INR 1,100 (Indian
Rupees One Thousand One Hundred only) per Equity Share (the “Buyback Offer Price”) payable in cash
I / We having read and understood the Letter of Offer issued by the Company hereby tender / Offer my / our Equity Shares in response to the Buyback on the terms and conditions set out
below and in the Letter of Offer.
1. I/ We authorize the Company to Buyback the Equity Shares offered (as mentioned above) and to issue instruction(s) to extinguish the Equity Shares.
2. I/ We hereby warrant 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.
3. I/ We declare that there are no restraints/ injunctions or other covenants 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.
4. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of SEBI Buyback Regulations and SEBI circulars.
5. I/ We agree that the Company is not obliged to accept any Equity Shares offered for Buyback where loss of share certificates has been notified to the Company.
6. 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 the Stock Exchange
mechanism.
7. I/ We agree to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. I/ We authorize the Company to split the Share Certificate and issue new consolidated Share Certificate for the unaccepted Equity shares in case the Equity Shares accepted by the
Company are less than the Equity Shares tendered in the Buyback.
9. I/We undertake to execute such further documents and give such further assurances that may be required for 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, SEBI Buyback Regulations and any other applicable laws.
10. Details of Equity Shares held and tendered / offered for Buyback:
Particulars In Figures In Words
Number of Equity Shares held as on
Record Date Date (i.e., May 27, 2022)
Number of Equity Shares Entitled for Buyback
(Buyback Entitlement)
Number of Equity Shares offered for Buyback
(including Additional Shares, if any)
Note: An Eligible Shareholder may tender Equity Shares over and above his / her 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 paragraph 20 of 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.
11. Details of Share Certificate(s) enclosed: Total No. of Share Certificates Submitted: .
Sr. No. Folio No. Share Certificate No. Distinctive No(s) No. of Shares
From To
Total
In case the number of folios and share certificates enclosed exceed 3 nos., Please attach a separate sheet giving details in the same format as above
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ACKNOWLEDGMENT SLIP: MOTILAL OSWAL FINANCIAL SERVICES LIMITED BUYBACK OFFER 2022
(To be filled by the Equity Shareholder) (Subject to verification)
DP ID Client ID
Received from Mr./Ms./Mrs.
Form of Acceptance-cum-Acknowledgement, Original TRS along with:

No. of Equity Shares offered for Buyback (In
(in words)
Figures)
Please quote Client ID No. & DP ID No. for all future correspondence Stamp of Shareholder Broker
1
12. Details of the bank account of the sole or first Eligible Shareholder to be incorporated in the consideration warrant (to be mandatorily filled):
Name of the Bank Branch and City IFSC and MICR Code Account Number (indicate type of account)
13. Details of other Documents (Please √ as appropriate, if applicable) enclosed:

Power of Attorney Previous RBI approvals for acquiring the Equity Shares hereby tendered in the Buyback
Death Certificate Succession Certificate
Self-attested copy of PAN Corporate authorisations
TRS Others (please specify)
14. Applicable for all Non-resident shareholders
• I/We undertake to pay income taxes in India on any income arising on such Buyback and taxable in accordance with prevailing income tax laws in India within 7th day of the
succeeding months 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.
• 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, as amended (the “FEMA Regulations”) and the rules and regulations framed
there under, for tendering Equity Shares in the Buyback, 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.
15. 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 shares by the Company, copy of tax return
filed in India, evidence of the tax paid etc., whenever called for.
16. Equity Shareholders Details:
Particulars First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) Of the Holder
Signature(s)*
PAN
Address of the Sole/First Equity Shareholder
Email ID of Sole/First
Telephone No. of Sole/First Equity Shareholder
Equity Shareholder
* Non-individual shareholders must affix rubber stamp and sign. The relevant authorisation should be enclosed with the application form submitted.
INSTRUCTIONS
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
1. This Offer will open on Friday, June 24, 2022 and close on Thursday, July 07, 2022.
2. Eligible Shareholders who wish to tender their Equity Shares in response to this Buyback offer should submit the following documents to their Shareholder Broker, who in turn would
deliver the said documents along with the Transaction Registration Slip (TRS) to the Registrar; the documents should be sent to the Registrar only after the placement of a valid bid;
non-submission of the below mentioned documents directly to the Registrar shall result in the rejection of the tendered Equity Shares: (i) The Tender Form duly signed (by all
Equity Shareholders in case shares are in joint names) the same order in which they hold the shares. (ii) Original share certificates (iii) Valid share transfer form(s) (SH-4) duly filled and
signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company/Registrar) and duly witnessed at the
appropriate place authorizing the transfer in favor of the Company (iv) Self-attested copy of the Eligible Shareholder's PAN Card (v) Any other relevant documents such as (but not
limited to): Duly attested Power of Attorney if any person other than the Equity Shareholder has signed the relevant Tender Form, Notarized copy of death certificate and
succession certificate or probated will, as applicable, if the original Shareholder has deceased, Necessary corporate authorisations, such as Board Resolutions etc., in case of
companies. In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of the Company, the
Eligible Shareholder would be required to submit a self- attested copy of address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or
Passport.
3. 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 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.
4. Eligible Shareholders whom the Buyback Offer is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not
exceeding the number of Shares held by them as on Record Date.
5. All documents / remittances sent by or to Eligible Shareholders will be at their own risk and the Eligible Shareholders are advised to adequately safeguard their interests in this
regard.
6. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in writing signed by all
Eligible Shareholders (in case of joint holding), stating name, address, folio number, number of Equity Shares held, Equity Share certificate number, number of Equity Shares
tendered for the Buyback and the distinctive numbers thereof, enclosing the original Equity Share certificate(s), copy of Eligible Shareholder’s PAN card(s) and executed share
transfer form in favour of the Company. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents, reach the Registrar to the Buyback not
later than Monday, July 11, 2022, by 5:00 p.m IST.
7. For procedure followed by Eligible Shareholders for tendering shares in the buyback offer, please refer to Paragraph 21 of the Letter of Offer.
8. All documents as mentioned above shall be enclosed with the valid Tender Form otherwise the shares will be liable for rejection. The shares shall be liable for rejection on the following
grounds amongst others: (a) If any other company share certificates are enclosed with the Tender Form instead of the share certificate of the Company; (b) Non-submission
of Notarized copy of death certificate and succession certificate / probated/Will, as applicable in case any Eligible Shareholder has deceased. (c) If the Eligible Shareholder(s) bid
the shares but the Registrar does not receive the share certificate; or (d) In case the signature in the Tender Form and Form SH-4 doesn’t match as per the specimen signature
recorded with Company / Registrar. (e) If necessary corporate authorizations under official stamp are not accompanied with tender form (f) If the transmission of Equity Shares is not
completed, and the Equity Shares are not in the name of the Eligible Shareholders (g) the Form SH-4 is not witnessed
9. The Equity Shares tendered in the buyback shall be rejected if (i) the Shareholder is not a Eligible Shareholder of the Company on the Record Date; or (ii) if there is a name mismatch
in the share certificate of the Shareholder; or (iii) where there exists any restraint order of a Court/ any other competent authority for transfer / disposal/ sale; or (iv) or where the title to
the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists; or (v) the documents mentioned in the Tender Form for Eligible Shareholders holding
Equity Shares in physical form are not received by the Registrar on or before the close of business hours of Monday, July 11, 2022 by 5:00 p.m. IST.
10. By agreeing to participate in the Buyback the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to make, sign,
execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and undertake to
provide assistance to the Company for such regulatory reporting, if required by the Company.
11. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the approval from the RBI).
All capitalised items not defined herein 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 FOLIO NO:
Investor Service Centre
Unit: Motilal Oswal Financial Services Limited Buyback 2022
Tel No.: +91 22 4918 6200; Fax No.: +91 22 4918 6195
Website: www.linkintime.co.in; Investor grievance e-mail: mofsl.buyback2022@linkintime.co.in;
Contact Person: Sumeet Deshpande; Email: mofsl.buyback2022@linkintime.co.in;
SEBI Registration No.: INR000004058
2
Annexure III
Form No. SH-4 - Securities Transfer Form
Pursuant to section 56 of the Companies act, 2013 and sub-rule (1) of rule 11 of the Companies
(Share Capital and Debentures) Rules 2014
Date of execution_________/_________/_________________
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities
specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do
hereby agree to accept and hold the said securities subject to the conditions aforesaid.
CIN: L 6 7 1 9 0 M H 2 0 0 5 P L C 1 5 3 3 9 7
Name of the company (in full): MOTILAL OSWAL FINANCIAL SERVICES LIMITED______
Name of the Stock Exchange where

The company is listed, (if any): National Stock Exchange of India Limited and BSE Limited
DESCRIPTION OF SECURITIES:
Kind/Class of securities Nominal value of each Amount called up per unit Amount paid up per unit of
(1) unit of security (2) of security (3) security (4)
Equity Shares INR 1/- INR 1/- INR 1/-
No. of Securities being Transferred Consideration Received (Rs)

In figures In words In words In figures
Distinctive Number From

To
Corresponding Certificate Nos:
TRANSFEROR’ S PARTICULARS
Registered Folio Number
Name(s) in full Seller Signature (s)
1.
2.
3.
I, hereby confirm that the Transferor has signed before me. Witness
Signature
Name and Address of Witness with Pincode

TRANSFEREE’ S PARTICULARS
Name in full (1) Father’s/ Mother’s / Spouse Name (2) Address & E-mail id (3)
Motilal Oswal Tower, Rahimtullah Sayani
MOTILAL OSWAL FINANCIAL Opposite Parel ST Depot, Prabhadevi, Mumbai-
Not Applicable
SERVICES LIMITED 400025
Email: shareholders@motilaloswal.com
Occupation (4) Existing Folio No., if any (5) Signature (6)
Business
Folio No. of Transferee: ________________ Stamps:
Specimen Signature of Transferee
1. _____________________________
2. _____________________________
3. _____________________________
Value of stamp affixed: ____________ (Rs.)

Enclosures:
(1) Certificate of shares or debentures or other securities

(2) If no certificate is issued, letter of allotment.
(3) Copy of PAN Card of all the Transferees (For all listed
Cos.)
(4) Other, Specify…………………….
Declaration:
 Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments)
Rules, 2019 prior to transfer of shares; or
 Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules,
2019 prior to transfer of shares and the same has been obtained and is enclosed herewith
For office use only
Checked by______________________ Signature tallies by ____________________________
Entered in the Register of Transfer on _________________vide Transfer No._______________
Approval Date___________ Power of attorney/Probate/Death Certificate/Letter of administration Registered on

_________________________________________at No._______________
On the reverse page of the certificate

Name of the Transferor Name of the Transferee No. of shares Date of Transfer
___________________ ___________________ __________ _______________
Signature of the authorized signatory

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MOTILAL OSWAL FINANCIAL SERVICES LIMITED

1. SCHEDULE OF ACTIVITIES ....................................................................................................................................3

Sl. Activity Schedule of Activities

2. DEFINITIONS OF KEY TERMS

Page Numbers and Paragraph Numbers

Financial and Other Data

Stock Market Data

3.1 Disclaimer for U.S. Persons:

3.2 Disclaimer for persons in foreign countries other than U.S.:

3.3 Important notice to all Equity Shareholders:

3.4 Forward Looking Statements

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

RESOLVED FURTHER THAT confirmation is hereby made by the Board that:

• all Equity Shares of the Company are fully paid up;

 negotiation and execution of escrow arrangement(s) in accordance with the SEBI

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

Name of the Newspaper Language Editions

6. DETAILS OF THE BUYBACK

i. Motilal Oswal Family Trust

ii. Raamdeo Ramgopal Agarawal

iii. Motilal Gopilal Oswal

iv. Suneeta Ramgopal Agrawal

v. Raamdeo Ramgopal Agarawal - HUF

Sr. Date of the Nature of transaction No. of Face Issue/ Consideration

vii. Sukhdeo Ramgopal Agarawal

7. AUTHORITY FOR THE BUYBACK

8. NECESSITY OF THE BUYBACK

acceptance) without factoring in any other impact to the net worth.

considering the Buyback) on NSE i.e. INR 921.25.

The key ratios have been computed as below:

10. BASIS OF CALCULATING THE BUYBACK OFFER PRICE

10.3 The Buyback Offer Price represents:

11. SOURCES OF FUNDS FOR THE BUYBACK

13. FIRM FINANCING ARRANGEMENTS

14. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

Particulars Present Post completion of Buyback

14.3 The Company confirms that:

upon the actual number of Equity Shares bought back.

15. BRIEF INFORMATION ABOUT THE COMPANY

Number of Face Value Issue Price Reasons for Cumulative Cumulative

Name, Qualifications, Designation Date of joining/ Other Directorships and designated

Name of the Director Appointment/ Cessation Effective Date Reasons

16. FINANCIAL INFORMATION ABOUT THE COMPANY

The key ratios have been computed as below:

Key Ratios Basis

17. STOCK MARKET DATA

Event Date NSE (INR) BSE (INR)

18. DETAILS OF THE STATUTORY APPROVALS

19. DETAILS OF REGISTRAR TO THE BUYBACK

Link Intime India Private Limited

20.6 Record Date, ratio of Buyback and Buyback Entitlement:

i. Reserved Category for Small Shareholders; and

Category Entitlement ratio in the Buyback

20.7 Fractional Entitlements

20.10 Basis of Acceptance of Equity Shares between Categories:

20.12 Clubbing of Entitlement

21. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

Checked by Signature tallies by ______

Entered in the Register of Transfer on ___vide Transfer No._