Tata Consultancy Services Ltd. — Proxy Solicitation & Information Statement 2023

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TCS/SE/206/2022-23 January 12, 2023

National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Bandra Kurla P. J. Towers, Complex, Bandra (East) Dalal Street, Mumbai - 400051 Mumbai - 400001 Symbol - TCS Scrip Code No 532540

Dear Sirs,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

This is further to our letter no. TCS/SE/197/2022-23 dated January 9, 2023, informing the Stock Exchanges about the decision of the Board of Directors of the Company for appointment of Dr Pradeep Kumar Khosla as an Additional Director and re-appointment as a Non-Executive Independent Director, for a second consecutive term of 5 years from January 11, 2023 up to January 10, 2028.

In terms of Regulation 30 of the SEBI Listing Regulations, we enclose a copy of postal ballot notice seeking the approval of members for his re-appointment by way of special resolution.

In compliance with Ministry of Corporate Affairs General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 02/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, this postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Saturday, December 31, 2022 (“ Cut-off date ”).

The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, January 14, 2023 and ends at 5.00 p.m. (IST) on Sunday, February 12, 2023. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. Communication of assent or dissent of the Members would only take place through the remote e-voting system.

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9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel 91 22 6778 9595 Fax 91 22 6630 3672 e-mail [email protected] website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021

Corporate Identity No. (CIN): L22210MH1995PLC084781

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The Members whose e-mail address is not registered with the Company/Depositories, to receive the Postal Ballot Notice may register their email addresses on or before 5:00 p.m. (IST) on Friday, February 3, 2023 by clicking the link: https://tcpl.linkintime.co.in/EmailReg/email_register.html and completing the registration process as guided therein.

This Postal Ballot Notice will also be available on the Company’s website https://on.tcs.com/PBNoticePKK and on the website of NSDL www.evoting.nsdl.com

This is for your information and record.

Thanking you,

Yours faithfully,

For Tata Consultancy Services Limited

Digitally signed by PRADEEP PRADEEP MANOHAR MANOHAR GAITONDE GAITONDE Date: 2023.01.12 20:37:27 +05'30'

Pradeep Manohar Gaitonde Company Secretary

Encl: Postal Ballot Notice

cc:

1. National Securities Depository Limited

2. Central Depository Services (India) Limited

3. TSR Consultants Private Limited

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9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel 91 22 6778 9595 Fax 91 22 6630 3672 e-mail [email protected] website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Corporate Identity No. (CIN): L22210MH1995PLC084781

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Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Corporate Identity Number (CIN): L22210MH1995PLC084781; Tel: + 91 22 6778 9595 E-mail: [email protected]; Website: www.tcs.com

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 ( “Act” ) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ( “Rules” ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations ”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “SS-2” ), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 02/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ( “MCA” ) (hereinafter collectively referred to as “MCA Circulars” ), that the resolution seeking approval for appointment of Dr Pradeep Kumar Khosla (DIN 03611983) as a Director and re-appointment as a Non-Executive Independent Director for a second consecutive term of five years, is proposed to be passed as a Special Resolution, by the Members of Tata Consultancy Services Limited ( “Company” ) through Postal Ballot by voting through electronic means ( “remote e-voting”) only.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The communication of assent or dissent of the Members would take place only through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on January 9, 2023, has appointed Mr. P. N. Parikh (Membership No. FCS 327) and failing him, Ms. Jigyasa Ved (Membership No. FCS 6488), of Parikh & Associates, Practising Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, January 14, 2023, and ends at 5.00 p.m. (IST) on Sunday, February 12, 2023. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 p.m. (IST) on Tuesday, February 14, 2023.

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

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SPECIAL BUSINESS:

APPOINTMENT OF DR PRADEEP KUMAR KHOSLA (DIN 03611983) AS A DIRECTOR AND RE-APPOINTMENT AS AN INDEPENDENT DIRECTOR FOR A SECOND CONSECUTIVE TERM OF FIVE YEARS

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

“ RESOLVED THAT Dr Pradeep Kumar Khosla (DIN 03611983), an existing Independent Director of the Company, who holds office up to January 10, 2023, was appointed as an Additional Director (Non-Executive, Independent) of the Company, with effect from January 11, 2023, by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Companies Act, 2013 ( “Act” ) read with Article 73 of the Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as amended from time to time, the re-appointment of Dr Pradeep Kumar Khosla (DIN 03611983), who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for re-appointment as a Non-Executive Independent Director of the Company for the second consecutive term of five years i.e. from January 11, 2023 up to January 10, 2028, and who would not be liable to retire by rotation, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution, is annexed hereto and forms part of this Notice.

2. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment as Non-Executive Independent Director are also annexed to this Notice.

3. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/ TSR Consultants Private Limited the Company’s Registrar and Transfer Agents (RTA) as on Saturday, December 31, 2022 ( “Cut-off date” ) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their email address in accordance with the process outlined in this Notice.

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If your e-mail address is not registered with the Company/RTA/Depositories/Depository Participants, you may register on or before 5:00 p.m. (IST) on Friday, February 3, 2023, to receive this Postal Ballot Notice by completing the process for registration of e-mail address as under:

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

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

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

• c) Enter Mobile number and e-mail ID.

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

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

• f) Click on Submit button.

• g) On completing the above process your request will be accepted and request id will be generated. Email registered is for limited purpose of sending notice pertaining to the current event.

For permanent registration of email, kindly contact your Depository Participant ( “DP” ), if shares are held in electronic form and Registrar and Share Transfer Agent, if shares are held in physical form.

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

1. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.

2. The Special Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Sunday, February 12, 2023.

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

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

5. ii) Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only. The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, January 14, 2023, and ends at 5.00 p.m. (IST) on Sunday, February 12, 2023. The e-voting module shall be disabled by NSDL thereafter. Once the vote on the resolutions is cast by the Member, he/she shall not be allowed to change it subsequently.

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

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

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

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Step 1: Access to NSDL e-voting system

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

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

Login method for Individual shareholders holding securities in demat mode is given below:

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

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

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

• Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen.

• Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• Your User ID details are given below:

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • i. If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • ii. If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose e-mail IDs are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password ? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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8. b) “Physical User Reset Password ? (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

9. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, PAN, name and registered address.

10. d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.

11. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

12. Now, you will have to click on “Login” button.

13. After you click on the “Login” button, home page of e-voting will open.

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Step 2: Cast your vote electronically on NSDL e-voting system.

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

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

2. Select “EVEN ” of Company, which is 123186 for which you wish to cast your vote during the remote e-voting period.

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

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

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

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

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

General Guidelines for Shareholders

1. Institutional/Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter etc. with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

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

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

By Order of the Board of Directors

Sd/-

Pradeep Manohar Gaitonde Company Secretary Membership No. ACS 7016

Mumbai, January 9, 2023

Registered office:

9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 E-mail: [email protected] Website: www.tcs.com

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EXPLANATORY STATEMENT

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

The following statement sets out all material facts relating to the resolution to be passed as mentioned in the accompanying Notice.

Dr Pradeep Kumar Khosla was appointed as a Non-Executive Independent Director of the Company, for a period of 5 (five) years, with effect from January 11, 2018 to January 10, 2023, in terms of the provisions of Section 149 of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ). Accordingly, the first term of five years of Dr Pradeep Kumar Khosla, as a Non-Executive Independent Director of the Company, is due to expire on January 10, 2023.

Based on the skills, competence and expertise in understanding, of global business dynamics, appreciation of long-term trends, strategic choices and experience in guiding and leading management teams, developing governance practices, contribution in the Board and Committee meetings, performance evaluation, the Board, on the recommendation of the Nomination and Remuneration Committee, has determined that the re-appointment of Dr Pradeep Kumar Khosla would be beneficial to the Company.

Accordingly, the Board of Directors, at their meeting held on January 9, 2023, appointed Dr Pradeep Kumar Khosla as an Additional Director with effect from January 11, 2023, and recommend his re-appointment as a Non-Executive Independent Director for a second consecutive term from January 11, 2023 up to January 10, 2028, not liable to retire by rotation, subject to the approval of the Members by way of a Special Resolution.

The Company has, received a notice in writing from a Member, in terms of Section 160(1) of the Act, proposing his candidature for the office of Director.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Dr Pradeep Kumar Khosla has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164 (2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. There is no inter se relationship between him and any other member of the Board and other Key Managerial Personnel.

In the opinion of the Board, Dr Pradeep Kumar Khosla is a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the Listing Regulations, each as amended, and is independent of the management of the Company.

The terms and conditions of re-appointment of Dr Pradeep Kumar Khosla are available for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.

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Brief profile of Dr Pradeep Kumar Khosla is as follows:

Dr Pradeep Kumar Khosla, an internationally renowned electrical and computer engineer, is the eighth Chancellor of the University of California, San Diego, and a distinguished professor in the Department of Electrical and Computer Engineering and Computer Science and Engineering.

He began his teaching career at Carnegie Mellon in 1986 and was elected as the University Professor in 2008, the highest distinction a faculty member could achieve.

His research interests encompass the areas of internet-enabled collaborative design, collaborating autonomous systems, agent-based architectures for distributed design and embedded control, software composition and reconfigurable software for real-time embedded systems, reconfigurable and distributed robotic systems, integrated design-assembly planning systems and distributed information systems.

He has received several awards and recognitions, including the George Westinghouse Award for Education, elected membership of the American Academy of Arts and Sciences, National Academy of Engineering (NAE) and the American Society for Engineering Education (ASEE). He is a Fellow of the Institute of Electrical and Electronics Engineers (IEEE), the American Society of Mechanical Engineers (ASME), the American Association for Advancement of Science (AAAS), the American Association of Artificial Intelligence (AAAI) and the Indian Academy of Engineering.

He serves on advisory boards for several non-profit and government organizations, venture capital firms, and high-tech start-up companies. He has served as a member of Strategy Review Board for the Ministry of Science and Technology, Taiwan; the Council of Deans of the Aeronautics Advisory Committee, NASA; the National Research Council Board on Manufacturing and Engineering Design; the Pennsylvania Treasury Advisory Board; and the Senior Advisory Group for the DARPA Program on Joint Unmanned Combat Air Systems and the Board of Governors of Academy of Scientific & Innovative Research (AcSIR).

He received his bachelor’s degree in electrical engineering from the Indian Institute of Technology - Kharagpur in 1980, and his MS and Ph.D. degrees in electrical and computer engineering in 1984 and 1986 at Carnegie Mellon. In 2014, he received an honorary doctorate of science from the Indian Institute of Technology - Kharagpur.

Dr Pradeep Kumar Khosla is presently the Chairman of the Stakeholders’ Relationship Committee and a member of the Audit Committee of the Company. The details of directorship held by Dr Pradeep Kumar Khosla in other companies and other details are given in the Annexure to this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of SEBI Listing Regulations and other applicable Regulations, the re-appointment of Dr Pradeep Kumar Khosla as a Non-Executive Independent Director is now being placed before the Members for their approval by way of a Special Resolution. The Board recommends the Special Resolution as set out in this Notice for approval of the Members.

Except Dr Pradeep Kumar Khosla and his relatives, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolution set out in this Notice.

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Annexure:

Details of Director seeking re-appointment

(In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings)

By Order of the Board of Directors

Sd/-

Pradeep Manohar Gaitonde Company Secretary Membership No. ACS 7016

Mumbai, January 9, 2023

Registered office:

9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 E-mail: [email protected] Website: www.tcs.com

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