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WIPRO LIMITED Corporate Identification Number (CIN): L32102KA1945PLC020800 Registered Office: Doddakannelli, Sarjapur Road,
Bengaluru-560 035, India. Phone: +91 80 2844 0011; Email: corp-secretarial@wipro.com: Website: www.wipro.com; Company Secretary and Compliance Officer: Mr. M Sanaulla Khan
PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS//BENEFICIAL OWNERS OF EQUITY SHARES OF WIPRO LIMITED (THE “COMPANY”) FOR THE BUYBACK OF EQUITY SHARES THROUGH
TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY- BACK OF SECURITIES) REGULATIONS, 2018, AS AMENDED.
This public announcement (the “Public
Announcement) is being made pursuant to the provisions of Regulation 71) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (including any statutory modification(s), amendment(s) or re-enactments
from time to time) (the “Buyback Regulations”) and contains the disclosures as specified in Schedule II of the Buy back Regulations read with Schedule of the Buyback Regulations. OFFER FOR BUYBACK OF UP TO 26,9662,921 (TWENTY SIX ORORE
NINETY SIX LAKH SIXTY TWO THOUSAND NINEHUNDRED AND TWENTY ONE ONLY) FULLY PAD UPEQUITY SHARES HAVING FACE VALUE OF Rs. 21- (RUPEES TWO ONLY) EACH OF COMPANY (THE EQUITY SHARES) AT A PRICE OF Rs. 4451- (RUPEES FOUR HUNDRED AND FORTY-FIVE ONLY) PER
EQUITY SHARE ON A PROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS USING THE STOCK EXCHANGE MECHANISM. Certain figures contained in this Public Announcement, including financial information, have been subject to rounding-off adjustments. All
decimals have been rounded off to two decimal points. In certain instances, the sum or percentage charge of such numbers may not conform exactly to the total figure given; and (i) 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 arrow.
1. DETAILS OF THE BUYBACK OFFERAND OFFER PRICE 1.1 The board of directors of the Company (the
“Board”, which expression shall include any committee constituted and authorized by the Board to exercise its powers), at its meeting held on Apr 27, 2023 (the “Board Meeting”) has, subject to the approval of the shareholders of
the Company by way of a special resolution through a postal ballot by remote e-voting, pursuant to the provisions of Article 82 of the Articles of Association of the Company, Sections 68, 69,70 and 110 and all other applicable provisions, if any, of
the Companies Act, 2013, as amended (the “Companies Act” the Companies (Share CapitaLand Debentures) Rules, 2014, and Rule 22oftheCompanies (Management and Administration) Rules, 2014, to the extent applicable, and in compliance with the
Buyback Regulations and subject to such other approvals, permissions, consents, exemptions and sanctions, as may be necessary and subject to any modifications and conditions, if any, as maybe prescribed by statutory, regulatory or governmental
authorities as may be required under applicable laws, approved the buyback by the Company of up to 26,96,62,921 (Twenty Six Crore Ninety Six Lakh Sixty Two Thousand Nine Hundred and Twenty One only) fully paid-up Equity Shares representing up to
4.91% of the total number of Equity Shares in the paid-up Equity Share Capital of the Company at a price of Rs. 445/- (Rupees Four Hundred and Forty-Five only) per Equity Share (the “Buyback Price”) payable in cash for an aggregate
consideration of up to Rs. 120,00,00,00,000/- (Rupees Twelve Thousand Crores only) (the “Buyback Size”), which is 20.95% and 17.86% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the
latest audited standabne and consolidated financial statements, respectively, as at March 31, 2023, on a proportionate basis through the “Tender offer route as prescribed under the Buyback Regulations, from all of the shareholders of the
Company who hold Equity Shares as of the Record Dale (as defined below) (the ‘Buyback’). 1.2 The Buyback is more than 10% of the total paid-up equity capital and free reserves of the Company based on both standalone and consolidated
financial statements of the Company as per its latest audited (both standalone and consolidated) financial statements as of March 31, 2023. Accordingly, the Company sought approval of its shareholders for the Buyback, by way of special
resolution through the postal ballot notice dated April 27, 2023 (the “Postal Ballot Notice”), in accordance with first proviso to Section 68(2)(b) of the Companies Act and first proviso to Regulation 5(1)(b) of the Buyback
Regulations. The shareholders of the Company approved the Buyback, by way of a special resolution, through a postal ballot by remote e-voting on June 1, 2023 and the results of which were announced on June 2, 2023. 1.3 The Buyback Size
represents 20.95% and 17.86% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as of March 31, 2023, respectively, and is
within the statutory limit of 25% of the aggregate total paid-up capital and free reserves of the Company, based on both standalone and consolidated audited financial statements of the Company, as per applicable provisions of the Companies Act and
Buyback Regulations. 1.4 The Buyback Size does not include any transaction costs viz. brokerage, applicable taxes such as buyback tax (the “Buyback Tax”), securities transaction tax, goods and services tax, stamp duty, expenses incurred or
to be incurred for the Buyback like filing fees payable to Securities and Exchange Board of India (the “SEBI”, advisors/legal fees, public announcement publication expenses and other incident all and related expenses, etc. 1.5 The Equity
Shares are listed on the BSE Limited (the “BSE) and the National Stock Exchange of India Limited (the “NSE” (hereinafter together referred to as the “Stock Exchanges”). The Company’s American Depositary Shares (the
“ADSs), as evidenced by American Depositary Receipts (the “ADRS”), are traded in the US. on the New York Stock Exchange(the NYSE) 1.6 The Buyback is being undertaken on a proportionate basis from the equity shareholders of Equity
Shares of the Company, including the promoters and promoter group of the Company (including members thereof) and their associates who had Equity Shares or persons in control (including such persons acting in concert) who hold Equity Sheres as on the
Record Date (as defined below) (the “Eligible Shareholders”) through the tender offer process prescribed under Regulation 4(iv)(a) of the Buyback Regulations. Additionally, the Buyback shall be, subject to applicable laws, implemented by
tendering of Equity Shares by Eligible Shareholders and settlement of the same through the stock exchange mechanism as specified by the SEBI in its circular bearing reference number CIR/CFD/POLICY CELL/1/2015 dated April 13, 2015 read with the
circular bearing reference number CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular bearing reference number SEBIHO/CFD/DCR- IVAR/P/2021/615 dated August 13, 2021, as amended from time to time (collectively, the “SEBI
Circulars”). In this regard, the Company will request the BSE and NSE to provide the acquisition window for facitating tendering of Equity Shares under the Buyback. For the purposes of this Buyback, the BSE will be the designated stock
exchange.
1.7 Participation in the Buyback by Eligible Shareholders may trigger tax on distributed income to such Eligible Shareholders (“Buyback Tax”)
in India and such Buyback Tax is to be discharged by the Company. Any income received by Eligible Shareholders pursuant to the Buyback of shares will not be induded in the total taxable income of such shareholders The transaction of the Buyback
would also be chargeable to securities transaction taxes in India. In due course, the Eligible Shareholders will receive a letter of offer, which will contain a more detailed note an taxation. However, in view of the particularized rature of tax
consequences, the Eligible Shareholders are advised to consul their own legal, financial and tax advisors prior to participating in the Buyback. 1.8 A copy of this Public Announcement is available on the website of the Company at
https:www.wipro.com/investors buy-back the website of the Manager to the Buyback www.jmfl.com and is expected to be available on the website of the SEBlat www.sebi.gov.induring the period of the Buyback and on the website of the Stock Exchanges at
www.bseindia.com and www.nseindia.com. 2. NECESSITY OF THE BUYBACK 2.1. The Buyback is being undertaken by the Company to retum 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, effective and cost-efficient manner. The Buy back is being undertaken for the following reasons: (1) 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 returns to shareholders; (i) The Buyback, which is being implemented through the tender offer route as prescribed under the Buyback Regulations, would involve a
reservation of up to 15% of the Buyback Size for Small Shareholders (as defined below). The Company believes that this reservation of up to 15% for Small Shareholders would benefit a large number of the Company’s public shareholders, who would
be classified as “Small Shareholders”, (ii) The Buyback would help in improving financial ratiostikeeamings per share and retum on equity by reducing the equity base of the Company, and (iv) The Buyback gives the Eligible
Shareholders the choice to either(A) participate in the Buyback and receive cash in lieu of their Equity Shares which are accepted under the Buyback, or (8) not to participate in the Buyback and get a resultant increase in their percentage
shareholding in the Company post the Buyback, without additional investment. 3. MAXIMUM NUMBEROF SECURITIES THAT THE COMPANY PROPOSES TO BUYBACK 3.1.The Company proposes to buyback up to 26,96,62,921 (Twenty Six Crore Ninety Six Lakh Sixty Two
Thousand Nine Hundred and Twenty One only) fuly paid-up Equity Shareso fface value of Rs. 2/-(Rupees Two only) each 4. THE BUYBACK PRICE AND BASIS OF DETERMINING THE BUYBACK PRICE 4.1.The Equity Shares of the Company are proposed to be bought back
ata price of Rs. 445/- (Rupees Four Hundred and Forty-Five only) per Equity Share. 4.2.The Buyback Price of Rs.445/- (Rupees Four Hundred and Forty-Five only) per Equity Share was 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 (ii) the impact on the eamings per Equity Share 4.3.The Buyback Price
represents a premium of 15.38% over the volume weighted average market price of the Equity Shares on the NSE for the 60 (sixty) trading days preceding the date of intimation to the Stock Exchanges of the Board Meeting to consider the proposal of the
Buyback and 21.80% over the volume weighted average market price of the Equity Shares on the NSE for the 10 (ten) trading days preceding the date of intimation to the Stock Exchanges of the Board Meeting to consider the proposal of the Buyback. The
closing market price of the Equity Shares as on the date of intimation of the Board Meeting for considering the Buyback, being April 21, 2023, was Rs 36805 on NSE and Rs. 368.00on BSE. 4.4.The Buyback Price is at a premium of 289.11% of the
book value per Equity Share of the Company, which as of March 31, 2023 was Rs. 114.36/- (Rupees One Hundred Fourteen and Thirty-Six Paisa only) per Equity Share, on a standalone basis. 4.5. The basic and diluted earnings per Equity Share of the
Company prior to the Buyback, for the one year ended March 31, 2023 was Rs. 18.75/- and Rs. 18.72/- per Equity Share, respectively on a standalone basis. Assuming full acceptance under the Buyback, the basic and diluted earnings per Equity
Share of the Company will be Rs. 17.62/- and Rs. 17.58- per Equity Share post the Buyback, respectively on a standalone basis. 4.6. The annualized return on net worth of the Company was 14.62% for the one year ended March 31, 2023 on a
standalone basis, which will increase to 18.08% post the Buyback, on a standalone basis, assuming full acceptance of the Buyback 5. MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK AND ITS PERCENTAGE OF THE TOTAL PAID UP CAPITALAND FREE RESERVES 5.1.The
maximum amount required for the Buyback will not exceed Rs. 120,00,00,00,000/-(Rupees Twelve Thousand Crores only), excluding transaction costs viz. brokerage, applicable taxes such as the Buyback Tax, securities transaction tax, GST, stamp duty,
expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBL advisors/legal lees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc. 5.2. The maximum
amount men boned aforesaid is 20.95% and 17 86% of the aggregate of the fully paid-up Equity Share capital and free reserves as per the latest audiled standalone and consolidated financial statements, respectively, of the Company as at
March 31, 2023, which is within the prescribed limit of 25%. 6. DETAILS OF HOLDINGAND TRANSACTIONS IN THE SHARES OF THE COMPANY 6.1. The aggregate shareholding in the Company of the (1) promoter and the members of the promoter group of the
Company (the “Promoter and Promoter Group”) and persons in control, and (ii) directors/ trustees/ partners of the Promoter Group companies/enfilies as on the date of the Board Meeting and the Postal Ballot Notice, ie., April 27,
2023,areas follows: (1) Aggregate shareholding of the Promoter and Promoter Group and persons who are in control as on the date of the Board Meeting and the date of the Postal Ballot Notice,i.e. April27,2023: SL No. Name of Shareholder No. of
Equity Shares % Shareholding 1. Azim H Premji 23,68,15,234 4.32 2. Yasmeen A Premji 26,89,770 005 3. Rishad Azim Premi 17,38,057 003 4. Tariq Azim Premji 15,80,755 0.03 5. Mr. Azim Hasham Premji Partner Representing Hasham Traders 92,89,46,043
16.93 6. Mr. Azim Hasham Premji Partner Representing Prazim Traders 1,11,98,92,315 20.40 7. Mr. Azim Hasham Premji Partner Representing Zash Traders 1,13,56,18,360 20.69 8. Hashaminvestment & Trading Co. Private Limited 14,25,034
0.02 9. Azim Premji Philanthropic Initiatives Private Limited” 1,45,68,663 0.27 10. Azim Premj Trust 55,86,76,017 10.18 Total 4,00,19,50,248 72.92 Note: 1. Mr. Azim H Pramji has disclaimed the beneficial ownership of equity shares held by
Azim Premji Philanthropic Initiatives Private Limited. 2. Mr.Azim H Premiji hasdisclaimed the beneficial ownership of equity shares held by Azim Premi Trust. Aggregate shareholding of the Directors of companies which area part of the Promoter and
Promoter Group, as on the dale of the Board Meeting and the date of the Postal Ballot Nolica, i.e. April 27, 2023:
SL No. Name of Shareholder No. of Equity
Shares % Shareholding 1. AzimH Premi 23,68,15,234 432 2 YasmeenA Premj 26,89,770 0.05 3. Rishad Azim Premji 17,38,057 0.03 4. Tariq Azim Premji 15,80,755 0.03 5. Pagathivarthi Srinivasan 89,796 0.00 6. Lakshminarayana Ramanathan Kollengode 18,400
0.00 7. Vadapally Ravi Kiran 6,653 0.00 8. Bhoopalam Chandrashekharaiah Prabhakar 10,400 0.00 9. Ayyanari Lakshmanarao 40,070 0.00 10. Tekkethalakal K Kurien 8,46,999 0.02 11. Deepak Jain 1,40,483 0.00 12. Manoj Jaiswal 4 0.00 Total 24,39,76,621 445
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 during a period of six (6) months preceding the date of the Board Meeting at
which the Buyback was approved and the date of the Postal Ballot Notice, i.e., April 27, 2023: (a) Aggregate of shares purchased or sold by the Promoter and Promoter Group and persons who are in control: NL (b) Aggregate shares
purchased or sold by the Directors of companies which are part of the Promoter and Promoter Group:NIL 7. INTENTION OF THE PROMOTER AND PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY TO PARTICIPATE IN BUYBACK 7.1. In terms of the Buyback
Regulations, under the 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 their intention to
participate in the Buyback vide their letters dated April 27, 2023 and may tender up to an aggregate maximum of 3,91,74,17,716 Equity Shares or such lower number of Equity Shares in accordance with the provisions of the Buyback Regulations.
Please see below the maximum number of Equity Shares to be tendered by each of the Promoter andPromoler Groupas wel aspersons in control of the Company. SI. No. 1. 2. 3. Name of the Promoter and Promoter Group entity Azim H Premi Yasmeen A
Premji Rishad Azim Premji Maximum No. of Equity Shares intended to be offered 15,22,82,702 26,89,770 17,38,057 4. Tariq Azim Premji 15,80,755 5. Mr. Azim Hasham Premji Partner Representing Hasham Traders 92,89,46,043 6. Mr. Azim Hasham
Premji Partner Representing Prazim Traders 1,11,98,92,315 7. 8. 9. Mr. Azim Hasham Premji Partner Representing Zash Traders Hasham investment and Trading Co. Private Limited Azim Premji Philanthropic Initiatives Private Limited”
1,13,56,18,360 14,25,034 1,45,68,663 10. Azim Premji Trust Total 55,86,76,017 3,91,74,17,716 Note: 1. Mr. Azim H Premii has disclaimed the beneficial ownership of equity shares held by Azim Premji Philanthropic Initiatives Private Limited. 2
Mr. Azim H Premji has disclaimed the beneficial ownership of equity shares held by Azim Premji Trust. 7.2. The Buyback will not result in any benefit to the Promoter and Promoter Groupor any Directors of the Company except to the extent of the
cash consideration received by them from the Company pursuant to their respective participation in the Buyback in their capacity as equity shareholders of the Company, 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 reduction in the equity share capital of the Company post Buyback. 7.3. The details of the date and price of acquisition of the Equity Shares that the Promoter and Promoter Group
intend to tender are sel-out below: Azim H Premi Date of Transaction Nature of Transaction Na of Face Equity Shares Value (Rs.) Issue! Acquisition Consideration (Cash, Price (Rs.) other than cash etc.) June 29, 2004 Bonus 62,46,589
2 August 24, 2005 Bonus 1,85,11,620 2 June 17, 2010 Bonus 2,46,82,160 2 June 15, 2017 Bonus 6,17,05,400 2 March 8, 2019 Bonus 4,11,36,933 2 Total 15,22,82,702 Note: 1. Out of originally allofled 123,41,080
equity shares of Rs. 2/-each as bonus, an aggregate of 60,94,491 equity shares were tendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs. 325/- per equity share. Additionally, out of the originally
allotted 12,34,108 equity shares of Rs 10/- each as bonus on January 22, 1998 and subsequently adjusted for split into shares of face value of Rs 2/-each as on the record date on October 14, 1999, an aggregate of 61,70,540 equity shares
were tendered and accepted on September 9, 2019 pursuantto the buyback by the Company at a price of Rs. 325/-perequity share. (i) Yasmeen A Premji Date of Transaction Nature of Transaction Na of Equity Shares Value (Rs) Face
Issue/Acquisition Consideration (Cash, Price (Rs.) otherthan cash etc.) June 29, 2004 Bonus 1,64,794 2 August 24, 2005 Bonus 3,28,800 2 June 17, 2010 Bonus 4,25,066 2 June 15, 2017 Bonus 10,62,666
2 March 8, 2019 Bonus 7,08,444 2 Total 26,89,770 Note: 1. Originally allotted 2,19,200 equity shares of Rs. 2/- each as bonus. An aggregate of 1,44,006 equity shares were tendered and accepted on September 3, 2019 pursuant to the
buyback by the Company at a price of Rs. 325/- per equity share, of which 54,406 equity shares were part of this allotment. (i) Rishad Azim Premji Date of Transaction Nature of Transaction No. of Face Equity Shares Value (Rs.) August 24,
2005 Bonus 2,14,948 2 June 17, 2010 Bonus 3,78,666 2 June 15, 2017 Bonus 6,86,666 2 March 8, 2019 Bonus 4,57,777 2 Total 17,38,057 Issue! Acquisition Consideration (Cash, Price (Rs.) other than cash etc.) Note: 1.
Originally allotted 3,08,000 equity shares of Rs. 24 each as bonus, out of which an aggregate of 93,052 equity shares were tendered and accepted on September 9, 2019 pursuant to the buyback by the Company at a price of Rs. 325/- perequity
share. (iv) TariqAzim Premj Date of Transaction Nature of Transaction No. of Face Equity Shares Value (Rs.) Issue/Acquisition Consideration (Cash, Price (Rs.) other than cash etc.) June 29, 2004 Bonus 43,589 2 August 24, 2005
Bonus 79,500 2 June 17, 2010 Bonus 1,06,000 2 June 15, 2017 Bonus 2,65,000 2 March 8, 2019 September 13, Bonus 1,76,666 2 Market Purchase 9,10,000 2 66776 2021 Total 15,80,755 Note: 1. Originally allotted
53,000 equity shares of Rs 24 each as bonus. An aggregate of 35,911 equity shares were tendered and accepted on September 9, 2019 pursuant to the buyback by the Company at aprice of Rs. 325/- per equity share, of which 9,411 equity shares were
part of this allotment (v) Mr.Azim Hasham Premji Partner Representing Hasham Traders Date of Nature of No of Transaction August 24, 2005 Transaction Bonus Equity Shares Value (Rs.) 9,31,80,044 Face Issue Acquisition Consideration (Cash,
Price (Rs.) other than cash etc.) 2 June 17, 2010 Bonus 21,75,06,000 2 June 15, 2017 Bonus 37,09,56,000 March 8, 2019 Bonus Total 24,73,03,999 92,89,46,043 2 2 Note: 1. Out of originally allotted 15,34,50,000 equity
shares of Rs. 2/- each as bonus as of August 24, 2005, an aggregate of 5,0269,956 equity shares were tendered and accepted on September 9, 2019 pursuant to the buyback by the Company at a price of Rs. 325/- per equity share. Further, an
aggregate of 1,00,00,000 equity shares were tendered and accepted on January 15, 2021 pursuant to the buyback by the Company at a price of Rs. 400/-perequity share. (vi) Mr.Azim Hasham Premji Partner Representing Prazim Traders Date of
Transaction June 29, 2004 August 24, 2005 June 17, 2010 Nature of Transaction Bonus Bonus Bonus Na of Equity Shares Value (Rs.) 2,97,00,305 Face Issue! Acquisition Price (Rs.) Consideration (Cash, other than cash etc.) 2
11,52,65,878 2 21,66,78,000 2 2 440.05 Cash March 19, 2013 Block Trade inter-se 84,03,482 purchase from Hasham Traders June 15, 2017 March 8, 2019 Total Bonus Bonus 45,29,06,791 2 29,69,37,859 2 1,11,98,92,315 Note 1. Out of
originally allotted 4,89,99,500 equity shares of Ps. 2/- each as bonus as of June 29, 2004, 1,92,99,195 equity shares were tendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs. 325/- per equity
share. This is part of the aggregate of 6,03,59, 126 equity shares tendered and accepted on September9, 2019 pursuantfobuyback bythe Company ata price of Rs. 325-perequityshare. 2 Out of originally allotted 16,25,08,500 equity shares of Rs. 24-each
as bonus, 397,42,622 equity shares were lendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs 325/- per equity share. This is part ofthe aggregate of 6,03,52, 126 equity sh arestendered and accepted
on September 9, 2019 pursuant to buybackby the Company at a price of Rs. 325/- per equity share. Further, an additional 75,00,000 equity shares were tendered and accepted pursuant to the buyback by the Company on January 15, 2021, at a
price of 400/- per equity share 3. Out of originally acquired 97,20,791 equity shares of Rs.2/- each through inter-se purchase from Hasham Traders,
Nature of
Transaction No of Equity Shares Value (Rs.)|| 3,17,309 equity shares were lendered and accepted pursuant to the buyback by the Company on September 8, 2019 at a price of Rs. 325-perequity share. This is part of the aggregate of 6,03.99, 126
equity shares andered and accepted on September 9, 2019 pursuant to buyback by the Company at a price of Rs. 325-perequityshare. (Mr.Azim Hasham Prem Partner Representing Zach Traders Date of Transaction Face Issue Acquisition Consideration
(Cash, Price (Ra) other than cash etc.) June 29, 2004 Borus 2,9629,741 2 August 24, 2005 Bonus 12,87 22,290 June 17, 2010 Borus 21,61,63,200 2 March 19, 2013 Block Trade inter-se 8403,481 2 440.05 Cash purchase
from Hasham Traders June 15, 2017 March 8, 2019 Borus Bonus 45,16,19790 2 30,1079858 2 Total 1,13,56,18,360 Note 1 Out of originally acted 6,36,13,400 equity steres d Rs. 2/-each as bonus as of June 23, 2004, 3,39,83,659 equity
shares were tendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs. 325- per equity shere. This is part of the aggregate of 6,12,01,078, equity sheres tendered and accepted pursuant to buyback by the
Company on September9, 2019 at a price of Rs. 325/-per equity share 2 Out of originally allotted 16,21,22,400 equity shares of Rs. 2/- each as bonus, 2,5800, 110 equity shares were tendered and accepted pursuant to the buyback by the Company on
September 9, 2019 at a price of Rs 325-per equity share. This is part of the aggregate of 6, 1201,078 equity shares tendered and accepted pursuant to buyback by the Company on September 9, 2019 at a price of Rs 325-per equity share.
Further, an additional 75,00,000 equity shares were tendered and accepted pursuant to the buyback by the Company on January 15, 2021, at a price of Rs 400-per equity share. 3 Out of originally acquired 97,20,790 equity shares of Rs.2 each
through inters purchase from Hesham Traders, 13,17,309 equity shares were fendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs.325-perequity shers. This is part of the aggregate of 6, 1201,078
equity shares lendeved and acceptedpursuantto buyback by the Company on September 9, 2019eta price of Rs.325-perequityshare. (vill)Hasham Investment and Trading Co. Private Limited Nature of Transaction Date of Transaction No of Equity Shares
Value (Rs.) Face Price (Rs) Issue Acquisition Consideration (Cash other than cash etc.) July 7, 2015 Shares received 466.704 under court approved scheme of amelgamation June 15, 2017 Bonus 562,998 2 March&2019 Bonus 3,75,332 Total
14,25034 Note 1. Originally received 5,62,988 equity stares of Rs. 24 each under court approved scheme of amalgamation, out of which an aggregate of 76,294 equity shares were tendered and accepted on September 9, 2019 pursuant to the buyback by
the Companyat a price of Rs. 325-perequityshare. (x)Azim Premi Philanthropic natives Private Limited Date of Traction Nature of Transaction No. of Face Equity Shares Value (Rs.) Issued Acquisition Consideration (Cash, Price (Pa.) other than
cashetc.) June 15, 2017 Bonus 93,66,611 2 March 2019 Borus 5202,052 2 Total 1,45,68,683 Nots 1 Out of originally elotted 100,68,855 equity shares d Rs. 2-each as bonus, out of which an aggregate of 51,82,115 equity shares were accepted on
January 15, 2021 pursuant to the buyback by the Companyat a price of Rs. 400-per equity share of which 703,344 was part of this ament 2 Mr. Azim H Prenj has disclaimed the beneficial ownership of equity shares held by Azim Premi
Phiarthropic Initiatives Private Limited (Azim Premj Trust Date of Nature of Transaction Transaction No of Equity Shares Value (Rs.) Face Issual Acquisition Consideation (Cash, Price (Ra) other than cash June 15, 2017 Bonus 35,25,22,142
2 March 4, 2019 Bonus 20,61,53,875 2 Total 55,86,75,017 Not 1 Originally received 39,80,65,641 equity shares of Rs.2-eaches bonus. An aggregate of 18,87,22,670 equity shares were accepted pursuan to the buyback by the Company on
January 15, 2021 at a price of Rs. 400-par equity share, out of which 4,65,43,459was part of this met 2 Mr. Azim Premjihadisclaimed the bene ciałownership of equity shares heldbyzim Premi Tru & CONFIRMATIONS FROM THE COMPANY
AS PER THE PROVISIONS OF THE BUYBACK REGULATIONS AND THE COMPANIESACT () all the Equity Shares of the Company are fully paid-up the Company’ shall not issues my Equity Shares or specified securities, including by way of bonus, from thedate of
declaration of results of the postal ballot for special resolution passed by the shareholders approving the proposed Buyback, until the date of expiry of the Buyback period; (i) except in decharge of its subsisting obligations, the Company
shall not raise further capital for a period of six (6) months of one (1) year from the expiry of the Buyback period, as may be applicable in accordance with applicable lav (the Company shall not buyback locked-in Equity Shares and
non-transferable Equity Shares until the pendency of the lock in or the Equity Shares become transferable (V) the Company shall nd buyback its Equity Shares from any person through a negotiated deal whether on or of the Stock Exchanges or
through spot transactions or through any private arrangement in the implementation of the Buyback (vi) there are no defaults subsisting in the repayment of any deposits (including interest payable thereon) redemption of debentures or preference
shares, payment of dividend or repayment of any term loans to any financial institution or barks (including in lar eat payable thereont (via the Company has been in compliance with Sections 92, 123, 127 and 12 9of the Companies Act (vii) the
aggregate amount of the Buyback, i.e. Rs. 120,00,00,00,000+ (Rupees Twelve Thousand Crores Only). does not exceed 25% of the aggregate of the total paid up capital and free reserves of the Company as per the latest audited stand alone and
consolidated balance sheet of the Companies at March 31,2023; (x) the maximum number of Equity Shares proposed to be purchased under the Buyback, ie., (up to 26,96,62,921 Equity Shares), does not exceed 25% of the total number of Equity
Shares in the paid-up Equity Share capital as per the latest audited standalone and consolidated balance sheet of the Company as at March 31, 2023; (x) the Company shall not make any offer of buyback within a period of one (1) year
reckoned from the date of expiry of the Buyback period D) there is no pendency of any scheme di amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, as on date; (i) the ratio of the aggregate of secured and
unsecured debts owed by the Company shall not be more than twice the paid-up Equity Share capital and free reserves after the Buyback based on both standalone and consolidated financial statements of the Company, whichever sets out the lower amount
(xii) the Company shall not directly or indirectly purchase its Equity Shares through any subsidiary company including its own subsidiary companies or through any investment company or group of investment companies (xiv) covenants with
lenders are not being breached pursuant to the Buyback pay the Company shall not use borrowed funds from banks or financiaisons in fluffing its obligations under the Buyback and (vi) the Company shall not withdraw the Buyback offer after the
public enouncement of the Buyback is made. 9. CONFIRMATION BY THE BOARD The Board of the Company has confirmed that it has made a fut enquiry into the affairs and prospects of the Company and has formed the opinion a that immediately following the
date on which the meeting of the board of directors is convened, le. Apr 27, 2023 or following the date on which the result of shareholders resolution will be declared (the “Postal Ballot Resolution”). approving the Buyback, there will
beno grounds on which the Company could be found unable to pay debt b. that as regards the Company’s prospects for the year immediately following the date on which the meeting of the board of directors is convened, ie. April 27, 2023or the
Postal Balot Resolution that, having regardto the Board’s intention with respect to the management of Company’s business during that year andto 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 fail due and will not be rendered insolvent within a period of one (1) year from the date of the Board Meetingie.Apr 27,2023 or the
Postal Ballot Resolution, and c. that informing an opinion for the above purposes, the Board has taken into account the abilities as if the Company was being wound up under the provisions of the Companies Act 1956, Companies Act, 2013 or the
Insolvency and Bankruptcy Code, 2016 (including prospective and contingentliablites). 10. INFORMATION FOR ADS HOLDERS Equity Share Withdrawal As previously discussed in the notices to ADS holders made available on the Company’s website on
May 8,2023 holders of ADSs will not be digble to tender ADSs in the Buyback. In order for such holders to participate in the Buyback, they must become holders of Equity Shares as of the Record Date (as defined below). They, therefore, need to
establish an account with a bark, broker or other nominee in India sufficiently in advance of the Record Date to receive the withdrawn Equity Shares in DR type electronic dematerialized form (a Brokerage Account”) prior to the Record Dale,
(i) submit the desired number of ADSs to JPMorgan Chase Bank NA, as the ADR depositary (the “Depositary” for cancelation and withdraw the underlying Equity Sheres no later than three (3) New York business days prior to the Record
Date Equity Share Withdrawal) and () after receiving the Equity Shares in the Brokerage Account, tender into the Buyback any or all such withdrawn Equity Shares when the offering period for the Buyback commences. The process to set up a Brokerage
Account may be a lengthy process, and must be completed sufficiently prior to the Record Date such that any holder of ADSs that wishes to participate in the Buybask may effect Equity Share Withdrawal no later than three (3). New York business days
prior to the Record Date A registered holder ADS may surrender such ADS to the Depositary for cancelation along with requisite fees and a written onder directing the Depositary to cause the Equity Shares represented by the ADSS to be withdrawn and
delivered to, or upon the written order of any person designated in such order (the “Withdrawal Order” Persone holding the ADSs through a bank, broker or other nominee must request such bark, broker or other nominee to surrender the ADSS
to be cancelled, pay the requisite fees to the Depositary and provide the Depositary with the Withdrawal Order The Depositary will charge such holder a fee of US$0.05 for each ADS surrendered for cancellation and may have other requirements before
it permits withdrawal of any Equity Shares. These fees are payable whether or not the withdrawn Equity Shares are accepted for tender in the Buyback. Each hdder of ADSS that wishes to effect an Equity Share Withdrawal will be responsible for setting
up its Brokerage Account, including providing any necessary documentation and know your customer documentation, and may incur customary fees, charges and expenses in connection therewith. The Depositary will not assist ADS holders or other persons
in establishing Brokerage Accounts in India. The Depositary will on a best efforts basis endeavor to deliver the Equity Shares to Brokerage Account in India. If the Depository is not able todo so for whatever reason, they will not be liable for any
losses that may result to the holders of ADS. You must be a holder of Equity Shares as of the Record Date to participate in the Buyback. Equity Sharee trade on the BSE and the NSE and cannot be traded on the U.S.exchange, ie, the NYSE Due to
uncertainties under Indle law and the terms of the deposit agreement, upon withdrawal of the Equity Shares underlying the ADSe, an equity holder currently cannot re-deposit the Equity Shares to the ADR program to receive ADSe. There is no guarantee
that any ADS holder the submits its ADSs for cancelation and withdrawal of the underlying Equity Shares will be able to lender successfully into the Buyback any or all of such Equity Shares Equity Shares that are not accepted in the Buyback will
remain outstanding, and the rights and obligations of any holder of such Equity Shares will not be fected (1) Buyback Price and Foreign Exchange Considerations The Buyback Price is at a premium of 16.49% over the volume weighted average price
of an ADS on the NYSE for the sixty (60) trading days preceding the date of the notice to the Indian Stock Exchanges of the Board Meeting to consider the proposal of the Buyback, ie., April 23, 2023. The Buyback Preisata premiumo 123,18%
over the volume weighted average market price of an ADS on the NYSE for the ten (10) Irading days preceding April 23, 20:23. The Buyback Price will be paid in indan rupees. These amounts are based on the exchange rate of Rs. 82.06 (Rupees
Eighty-Two and Six Paisa Only) per USD as published by the Federal Reserve Board of Governors on April 21, 2023. Ructuations in the exchange rate between the Indian rupee and the US dollar wil affect the US. dolar equivalent of the Buyback.
Shareholders are urged to obtain current exchange rate information before making any decision with respect the Buyback. Continued on net page.
