TCS/AGM/SE/67/20 18-19

June 16, 2018

National Stock Exchange of India Limited BSE Limited

Exchange Plaza, Bandra Kurla Complex P.J. Towers, Dalal Street
Mumbai Mumbai
Kind Attn: Manager, Listing Department Kind Attn: General Manager,
Department of Corporate Services
Scrip Code No. 532540 (BSE)

Dear Sirs,

Sub: Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 - Proceedings and details of voting results of the
23 rd Annual General Meeting

Pursuant .to Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we are SUbmitting herewith the details regarding the proceedings of the
23 rd Annual General Meeting ("AGM") of the Company held on Friday, June 15, 2018 at
3.30 p.m. and concluded at 6.50 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey
Marg, New Marine Lines, Mumbai 400 020.

Further, pursuant to Regulation 44(3) of the SEBl (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we are submitting herewith the details regarding the voting
results of the business transacted at the AGM in the prescribed format.

We are also enclosing the consolidated report of the Scrutinizer on remote e-voting and
electronic voting at the AGM. The above are also being uploaded on the Company's website
WWW.tcs.com and on the website of National Securities Depository Limited
www.evoting.nsdl.com

Thanking you,

Yours faithfully,
For TATA CONSULTANCY SERVICES LrMITED

~
~
Company Secretary

Encl: As above

TATA CONSULTANCY SERVICES

Tata Consu ltancy Services Lim ited
9t h Floor Nlrmal Building Nariman Point Mumbai 400 021
Tel 91 2267789595 Fax 91 2267789660 e-ma il corporate.office@tcs.com website WWW.tc5.com
Corporate Ident ification No. (ClN): L2221 OMH 1995PLC084781
 G
TATA
TA TA CONSULTANCY SERVICES LIMITED

A) DET AI LS OF THE PROCEED INGS OF THE MEETING

I
Sr. Pa rticulars Details
No.
I Date of the AGMIEGM Annual Genera! Meeting ~
Friday, June 15,2018
2 Total number of shareholders as on As of Cut-off date i.e. June 8, 2018
record date
603592

3 No. of Shareholders present in the

meeting either in person or through
proxy:

Promoters and Promoter Group: 1

Public: 506
4 No. of Shareholders attended the
meeting through Video
Conferencing:
Not applicable
Promoters and Promoter Group:
Public
 G
TATA
il) RESULTS OF' THE MEETING

Sr. Agellda Resolution rcquircd Mode of Voting HClllarks

No. (0 rdi na ry/Spccia I)
I To receive, consider and adopt: Ordinary Remole [Jassed with
a. the Audited Financial Statements of the e-voting and requiSite
Company for the financial year ended March e-voting at AGM majority
3 \ , 2018, together with the Reports of the
Board of Directors and the Auditors thereon;
and
b. the Audited Consolidated Financial
Statements of the Company for the financial
year ended March 31) 2018, together with the
Reporr ofLhe Auditors thereon.

2 To confirm Lhe payment of Interim Ordinary Remote Passed with

Dividends on Equity Shares and to declare a e-voting and requisite
Final Dividend on Equity Shares for the e-voting at AGM majority
financial year 2017-18.

3 To appoint a Director in place of Ordinary Remote Passed with

Mr. N. Chandrasekaran (DIN 00121863), e-voting and requisite
who retires by rotation and, being eligible, e-voting at AGM majority
offers himself for re-appointment.

4 Ratification of Appointment of Auditors Ordinary Remote Passed with

c-votillg and requ isite
e-vo(ing at AGM majority

5 Appointmen! of Ms. AarLhi Subramanian as a Ordinary Remote Passed with

Director e-voting and requisite
e-voting at AGM majority

6 Appointment of Dr. Pradeep Kumar Khosla Ordinary Remote Passed with

as an Independent Director e-vOl'ing and requisite
e-voting at AGM majori(y
7 Appointment of Branch Auditors Ordinary Remote Passed with
e-voting and requisite
e-voting at AGM majority

C) RESOLUTIONWISE DETAILS OF VOTING RESULTS ATTACHED

 TATA CONSULTANCY SERVICES LIMITE D
Resolution (1)
Resolution required: (Ordinary / Special) ORDINARY
W heth er promote r / pro mater gro u pare I nterested In th e ag en da/ resol uti on jI NO
1. To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial year ended March 3.1, 2018, together with the Reports of the Board of Directors and the Aud itors thereon; il nd
b. the Audited Consolidated Financial Statements of the Com pa ny for the financial year ended March 31, 2018, together with the Report of the,Audltors thereon.
7U U fU U' , ~iO ur
Votes Votes In Votes
Polled on favour on against on 0/0 of Votes
Total No. of No. of votes outstandln No. of Votes - No. of Votes - votes votes Invalid on
Sr. No. Promoter/Public Mode of Voting Shares Held polled g shares In favour against polled polled Invalid Votes votes polled
l:.:IJ.=ll~)1 [I>J 'll"..J! Ll' J-' L[:i}/ l~J :Hzl}/{:'!)l
[1] [2] (1) 1*100 [4] [5J (2)]*100 (2)J*100 [8J '"100
E'Votlng 2753347636 100.00 2753347636 0 100.00 0.00 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot (If applicable) 0 0.00 0 0 0.00 0.00 0 0.00
t Promoter and Promoter Group Total 2753347636 2753347636 100.00 2753347636 0 10000 0.00 0 0.00
E-Vot!ng 756974185 83.1S 75679693 1 1772 54 99.98 0.02 0 0.00
Poll 0 0.00 0 0 0.00 0,00 0 0.00
Postal Ballot (If applicable) 0 0.00 0 0 0,00 0.00 0 0 .00
2 Pu bl ie - I nstl tu tiona I hoi d e rs Total 9\0372981 756974185 83,15 756796931 177254 99.98 0.02 0 0 .00
E-Voting 7412555 4.50 7412327 228 lOO,OO 0,00 0 0.00
Poll 139890 0.08 139754 136 99,90 O,lO 0 0.00
Postal Ballot (If applicable) 0 0.00 0 0,00 0.00 0 0.00
3 Public-Others Total 164854565 7552445 4.58 7552081° 364 100.00 0,00 0 0.00
E-Vo t lng In482 99.99 0,01 0.00
Po ll
3517734376
139890
91.88
0.00
3517556894
139754 136 99.90 0.10 °
0 0.00
0,00 0,00 0.00
Total
Postal Ballot
Total
(If applicable)
3828575182 3517874266
0 0.00
91.88 3517696648° 177618 ° 99.99 0.01 °
0 0.00

f .
 TA.TA CONSULTANCY SERVICES UMITED
Resolution (2)
Resolution required: (Ordinary / Special) O RDINARY
Whether promoter/promoter 9 roup are interested In the agenda/resolution? INO
To connrm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2017-18
Ou l/ U' 7 " U' o u'
Votes Votes In Votes Votes
Polled on favo,ur on against on invalid on
Total No. of No. of votes outstandin No. of Votes - No . of Votes - votes votes votes
Sr. No. Promoter/Public Mode of Voting Shares Held polled 9 shares in favour against polled polled Invalid Votes polled
{::IJ==l(.O!)1 [oJ-' [( 4 JI ll'J-'[(5)1 l~J-'l(tI'JI
[1J [2J (111;'100 [4] [5J (2)]*100 (2)]* 100 [B] (2)]*100
E-Votlng 2753347636 100 .00 2753347636 0 100.00 0 .00 a 0 .00
Polf a 0 .00 a a 0 .00 0 .00 a 0 .00
Postal Ballot ( If applicable) 0 0.00 0 0 0.00 0 .00 a 0 .00
1 Promoter and Promoter Group Total 2753347636 2753347636 100.00 2753347636 0 100.00 0 .00 a 0 .00
E-Voting 771945342 84 .79 771875162 70180 99.99 0 .01 0 0. 00
Poll 0 0.00 0 0 0.00 0 .00 a 0 .00
Postal Ballot (if applicable) 0 0 .00 0 0 0 .00 0.00 0 0 .00
2 Public - Institutional holders Total 910372981 771945342 84.79 771875162 70180 99.99 0 .01 0 0 .00
E-Votlng 7434797 4 .51 7434643 154 100.00 0 .00 0 0.00
Poll 139890 0.08 138554 1336 99.04 0 .96 a 0 .00
Postal Ballot (if applicable) 0 0 .00 0 0 0.00 0 .00 0 0 .00
3 Puche-Others Total 164854565 7574687 4 .59 7573197 1490 99.98 0 ,02 0 0.00
E-Votlng 3532727775 92 .27 3532657441 70334 100 .00 0.00 0 0 .00
Poll 139890 0 .00 138554 1336 99.04 0 .96 0 0 .00
Postal Ballot (if applicable) a 0 .00 0 a 0 .00 0.00 0 0 .00
Total Total 3828575182 3532867665 92.28 3532795995 71670 100.00 0.00 0 0 .00

,'
 TATA CONSULTANCY SERVICES UMITEO
Resolution (3)
Resolution required: (Ordinary / Special) ORDINARY
Whether promoter/ promoter group are Interested in the agenda/resolution" NO
To appal nt a Oirector in place of Mr. N. Chandrasekaran (OIN 00121863), who r etires by rotation and, being eligible, offers himself for re-appointment
nUl "70 UI Will <If -/0 <If

Votes Votes in Votes Votes

Polled on favour on ag<!lnst on invalid on
Total No. of No. of votes outstandin No. of Votes - No. of Votes - vote's votes votes
Sr. No. Promoter/Public Mode of Voting Shares Held polled 9 shares In favour against polled polled Invalid Votes polled
{3J=[(ZJI 101==1(4)1 UJ :l(5)! l~J""U~H
[IJ [2J (1))*100 [4] [5] (2)]"'100 (2))*100 [8J (2))*100
E-Voting 2753347636 100.00 2753347636 0 100.00 0 .00 0 0.00
Poll a 0.00 a a 0.00 0.00 0 0 .00
Postal Ball ot (if applicable) 0 0 .00 0 0 0 .00 0 .0 0 0 0 .00
1 Promoter and Promoter Group Total 2753347636 2753347635 100.00 2753347636 0 100.00 0 .00 0 0 .00
E-Voting 762525560 83 .76 716709397 45816263 93.99 6 .01 0 0.00
Poll 0 0 .00 0 0 0.00 0.00 0 0 .00
Postal Ballot (,( applicable) 0 0 .00 a a 0.00 0.00 0 0.00
2 Public - Institutional holders Total 910372981 762525660 8 3 .76 716709397 45816263 93.99 6.0 1 0 0 .00
E-Votlng 7428428 4.51 7418936 9492 99.8 7 0 .13 0 0 .00
Poll 139890 0 .08 138146 1744 98 . 75 1.25 a 0 .00
Posta I 8allot (if applicable) 0 0 .00 a a 0. 00 0.00 0 0.00
3 Public-Others Total 164854565 7568318 4 .59 7557082 11236 99 .85 0.15 0 0 .00
E-Voting 3523301724 92.03 3477475969 45825755 98 .70 1.30 0 0 .00
Poll 139890 0 .00 138146 1744 98 .75 1.25 0 0.00
Postal Baliot (if applic2ble) 0 0 .00 a a 0.00 0 .00 0 0 .00
Total Total 3828575182 3523441614 92.03 3477614115 458274951 98.70 1.30 0 0.00

..
 TATA CONSULTANCY SERVICES LIMITED
Resolution (4)
Resolution required: (Or dinary / Special) ORDIN ARY
Whether promoter/ pr omoter group ara intereste d In the agenda/resolution ? NO
Ratification of Appointment of Auditors:

"RESOLVED that pursua nt to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, the Company hereby ratifies the appointment of B 5 R & Co. LLP, Chartered Accountants (Firm Registration No . 101~48W /W 100022), as Auditors of the
Com pany to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-fou rth AGM of the Company to be held In tfle year 2019, to e)(amlne and
audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."

-/ij '" 0 ... , f a ... , -,0 VI

Votes Votes In Vot'es Votes

Polled on favour on against on invalid on
Total No. of No. of votes outstandln No. of Votes - No. of Votes - vores votes votes
Sr. No. Promoter/Public Mode of Voting Shares Held polled g shares In favour against polled polled Invalid Votes polled
l;:!J"':l(Z}! ltlJ...:[(4JI l7J=l(5)! (9 J= [(6)1
(1] (2] (1)]*100 [4] [5] (2)]*100 (2) 1'" 100 [8J (2)] * 100
E'Votlng 2753347636 100.00 2753347636 0 100.00 O.CO 0 0.00
Poll 0 0,00 0 0.00 0.00 a 0,00
Postal 8allot ( if applicable) 0 0.00 °
a 0 0.00 0.00 0 0.00
1 Promoter and Promoter Group Total 2753347636 2753347636 100.00 2753347636 a 100.00 0,00 0 0, 00
E-Voting 767556618 84.31 735901119 31655499 95.8B 4.12 0 0.00
Poll a 0.00 0 0 0 .00 0.00 0 0.00
Postal Ballot (if applicable) a 0.00 0 0.00 0.00 a 0.00
2 Public - Institutional holders Total 910372981 767556618 84 ,31 °
735901119 31655499 95 ,88 4.12 0 0.00
E-Votlng 7427255 4.51 7426691 564 99.99 0 ,01 0 0 .00
Poll 139890 0.08 139754 136 99.90 0.10 0 0.00
Pestal Ballet (If applicable) a 0. 00 0 0 0.00 0 ,00 0 0, 00
3 Public-Others Total 164854565 7567145 4,59 7566445 700 99,99 0 .01 0 0 ,00
E-Votir'lg 3528331509 92 ,16 3496675446 31656063 99.10 0.90 0 0 .00
Poll 139890 0.00 139754 136 9990 0 ,10 0 0 ,00
Pest31 Ballot (If applicable) 0 0.00 0 0 0 ,00 0 .00 a 0.00
Total Total 3828575182 3528471399 92.16 3496815200 31656199 99.10 0.90 0 0 .00

..
 TATA CONSULTANCY SERVICES LIMITED
Resolution (5t
Resolution requ ired: (Ordi nary / Special) ORDINARY
Whet h er promoter / promoter 9 roup are Interested in the agenda/resolution? NO
Appointment of Ms. Aarthl Subramanian as a Director;

"RESOLVED that Ms. Aarthi Subramanian (DIN 07121B02) who was appointed by the Board of Directors as an Additional Director of the Company with effect from August 1] , 2017 and
who holds offh:e upto the date of this Annual General Meeting of the Company In terms of Section 161( 1} of the Compan i es Act, 2013 (Act) anq Article 73 of the Articles of Assoc i ation of
the Compilny but who Is eligible for appointment and In respect of whom the Company has received a notice In writing from a Member under Section 160(1) of the Act proposing her
cand l dat\Jre for the office of Director of the Company, be and Is hereby ilppolnted as Director of the Company, liable to retire by rotation ."

o UI -/ 0 UI 70 UI o UI

Votes Votes In Votes Votes

Polled on favour on against on in valid on
Total No . of No. of votes outstandln No . of Votes - No . of Votes - votes votes votes
Sr . No . Promoter/Public Mode of Voting Shares Held polled 9 shares In favour against polled polled Invalid Votes polled
(3j -' le2)/ [6J."'l(4}/ tll-'[(5}/ T9 J= UB)/
(1] [2] (1}]*100 [4] [5] (2)]*100 (2)]" 100 [8] (2})*100
E-Voting 2753347636 100 .00 2753347636 0 100.00 0 .00 0 0.00
Poll 0 0.00 0 0 0.00 0 .00 0 0.00
Postal Ballot (If appli cable) 0 0.00 0 0 0.00 0 .00 0 0.00
1 Promot er and Promoter Group Total 27 5 3347636 2753347636 l OO.OO 2753347636 a 100.00 0 .00 0 0.00
E-Voting 767768318 84.34 71 4772365 52995953 9310 6 .90 0 0.00
Poll 0 0.00 0 0 0.00 0 .00 0 0.00
Po !Ota I Ballot (If applicab le ) a 0 ,00 0 0 0.00 0 .00 0 0 .00
2 Public - Instit utIonal holders Total 910372981 767768318 84 .34 714772365 52995953 93.10 6.90 0 0 .00
E-VotlnQ 7420772 4.50 74 04205 16566 99.78 0. 22 0 0 .00
Poll 139890 0.08 139618 272 998) 0 . 19 0 0 .00
Postal Ballot (if applicable) 0 0.00 0 0 o.co 0 .00 0 0.00
3 Public- Others Total 164854565 7560662 4.59 7543824 16838 99 .78 0.22 0 0.00
E-Voting 3528536726 92.16 3475524207 5 3012519 98 .50 1.50 0 0 .00
Poll 139890 0 .00 139618 272 99 .81 0. 19 0 0. 00
Postal Ballot (if applicable ) 0 0.00 0 0 0 .00 0.00 0 0 .00
Total Total 3828575182 3528676616 92.17 34756153825 53012791 9B.50 1 .50 0 0.00
 TATA CONSULTANCY SERVJCES UMITED
Resolution (6)
Resolutiol'1 required: (Ordll'1ary / Special) ORDINARY
Whether promoter/ promoter group are Interested In the agenda/resolution? NO
Appointment of Dr. Pradeep Kumar Khosla as an Independent Director:

"RESOLVED that Dr. Pradeep Kumar Khosla (DIN 03611983), who was appoll'1ted by the Board of Directors as an Additional Director of the Compal'1y with effect from January 11, 2018 and
who !lolds office up to the date of this Anl'1ual Gel'1eral Meeting of the Compal'1Y 11'1 terms of Section 161( 1) of the Companies Act, 2013 (Act) ana Article 73 of the Articles of Association of
the Company but who Is eligIble for appointment and In respect of whom the Company has received a notice in writing from a Member under se'ctlon 160( 1) of the Act proposing his
candidature for the office of Director of the Company, be and Is hereby appointed as Director of the Company ."

"RESOLVED FURTHER that pursuant to the provisions of Sections 1.49, 152 and other applicable provisions, if any, of the Act and the Compal'1les (Appointment and Qualifications of
Directors) Rules, 2014, read with Schedule IV to the Act, as amended from time to time, the appointment of Dr. Pradeep Kumar Khosla, who meets the criteria for i ndepel'1dence as
provided in Section 149(6) of the Act and Regulation Ui(1.)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 al'1d who has submitted a declaration to that
effect, and who Is eligIble for appointment as an Independent Director of the Company, not liable to retIre by rotation, for a term of five years commencil'1g January 11, 2018 to Jan uary 10,
.2023, be and is hereby approved."
a VI -'" ur -,0 ur -10 U1

Votes votes in Votes Votes

Polled on filvour on against on Il'1valid on
Total No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes votes
Sr. No. Promoter/Public Mode of Votll'1g Shares Held polled 9 shates In favour against polled polled Invalid Votes polled
L~l' 'HIS)!
Lt2J);;i';;~ t(;J);;i~~
l::lj'-'l{L]1
[1] [2] (1)]*100 [4] [51 [8] (2)J'"100
E-Voting 2753347636 100.00 2753347636 0 100.00 0 .00 0 0.00
Poll 0 0.00 0 0 0.00 0 .00 0 0.00
Postal Ballot (If applicable) 0 0.00 0 0 0.00 0. 00 0 0.00
1 Promoter and Promoter Group Total 2753347636 2753347636 100.00 2753347636 0 100.00 0 .00 0 0.00
E-Voting 767647736 84.32 764931981 2715755 99.65 0 .35 0 0.00
0 0.00 0 0 0.00 0 .00 0,00
Poll
Postal Ballot (If applicable) 0 0.00 0 0 0 .00 0 .00 °
0 0.00
2 Public - Institutional holders Total 910372981 767647736 84 .32 764931981 2715755 99 .65 0.35 0 0 .00
E-Voting 7427555 4.51 7419699 7856 99 .89 0.11 0 0.00
Poll 139890 0.08 139562 328 99 .77 0 .23 0 0.00
Postal Ballot (If applicable) 0 0.00 0 0 0 .00 0 ,00 0 0.00
3 Public-Others Total 164854565 7567445 4 .59 7559261 8184 99.89 0 , 11 0 0.00
3528422927 92.16 3525699316 99.92 0.08 0.00
E-Voting
Poll 139890 0.00 139562
2723611
328 99.77 0.2.3 °
0 0.00
Postal Baaot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total Total 3828575182 3528562817 .92.16 3525838878 2723939 99.92 0.08 0 0.00

, .
 TATA CONSULTANCY SERVICES UMITED
Resolution (7)
Resolution required: (Ordlnarv / Special) IORDlNARY
Whether promoter/ promoter group are Interest ed In the agenda/resolution? NO
Appointment of Branch Auditors:

"RESOLVED that pursuant to the provisions of Section 1.43(8) and other applicable provisions, if any, of the Companies Act, 201.3 and the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, the Board be Dnd Is hereby authorl~ed to appoint Branch Auditors of any branch office of the Company, whether existing or which may be opened/acquired
hereafter, outside India, in consultation with the Company's Auditors, any person (s) qualified to act as Branch Auditors and to fix their remuneration. n
o-Ul IV/a (;1 "'0 UI 001

Votes Votes in Votes Votes

Polled on favour on against on invalid on
Totill No. of No. of votes outstandin No. of Votes - No. of Votes - votes votes votes
Sr. No. Prom oter / Public Mode of Voting Shares Held polled g shares In favour against polled polled [nvalld Votes polled
[.j1==l(1)7 [61-((4)/ [7]:=((5)/ 19J=:l(I:I)/
[ 1J [2] (1)1*100 (4] [5] (2)]*100 (2)]*1.00 [8] (2)]*100
E-Votin g 2753347636 100.00 2753347636 a 100.00 0.00 a 0.00
Poll 0 0.00 a a 0.00 0.00 0 0 .00
Postal Ballot ( If applicable) a 0.00 a 0 0.00 0.00 a 0.00
1 Promoter and Promoter Group Total 2753347636 2753347636 100.00 2753347636 0 100.00 0.00 0 0.00
E-Votin g 773299056 84.94 764391974 8907082 98 .85 1.15 a 0.00
Poll a 0.00 0 0 0.00 0.00 a 0.00
Postal Ballot (If applicable) a 0.00 0 0 0 .00 0 .00 a 0 .00
2 Public - Institutional holders Total 910372981 773299056 84.94 764391974 8907082 98.85 1.15 a 0 .00
E-Votlng 7428948 4 .51 7426812 2136 99 .97 003 a 0 .00
Poll 139890 0.08 138554 1336 99.04 0.96 a 0.00
Postill Ballot (If applicable) a 0.00 0 a 0.00 0.00 a 0.00
3 Public-Others Total 164854565 7568838 4,59 7565366 3472 99.95 0.05 0 0.00
E-Voting 3534075640 92.31 3525166422 8909218 99.75 0.25 0 0.00
Poll 139890 0.00 138554 1336 99.04 0.96 0 0.00
Postal Ballot (if applicable) 0 0.00 a a 0.00 0.00 0 0 .00
Total Total 3828575182 3534215530 92.31 3525304976 8910554 99 .75 0.25 0 0 .00
PARIKH & ASSOCIATES Office :
111, 11th Floor, Sai-DwarCHS Ltd,
COMPANY SECRET ARIES Sab TV Lane, Opp Laxmi Industrial Estate
Off Link Road , Above Shabari Restaurant,
Andheri (W), Mumbai : 400 053
Tel. : 26301232/26301233/26301240
Email : cs@parikhassociates.com
parikh .associates@rediffmail.com

To,
Mr. N. Chandrasekaran
Chairman
Tata Consultancy Services Limited
9th Floor,Nirmal Building, Nariman Point,
Mumbai - 400021

Dear Sir,

Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to

the provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of the Companies (Management and Administration) Rules, 2014 as
amended by Companies (Management and Administration) Amendment
Rules, 2015 and voting by electronic voting system at the 23rd Annual
General Meeting of Tata Consultancy Services Limited held on Friday,
June 15, 2018 at 3.30 p.m at Birla Matushri Sabhagar, 19, Sir Vithaldas
Thackersey Marg, New Marine Lines, Mumbai 400 020.

I, P. N. Parikh, of Parikh & Associates, Practising Company Secretaries,

had been appointed as the Scrutinizer by the Board of Directors of
Tata Consultancy Services Limited pursuant to Section 108 of the Companies Act,
2013 (lithe Act") read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, as amended, to conduct the remote e-voting process in
respect of the below mentioned resolutions proposed at ·the 23rd Annual General
Meeting (AGM) of Tata Consultancy Services Limited on Friday, June 15, 2018 at
3.30 p.m.

1 was also appointed as Scrutinizer to scrutinize the voting process at the said AGM
held on June 15,2018.

The notice dated April 19, 2018 along with statement setting out material facts under
Section 102 of the Act as confirmed by the Company were sent to the shareholders in
respect of the below mentioned resolutions passed at the AGM of the Company.

1
 Continuation Sheet

The Company had availed the e-voting facility offered by National Securities
Depository Limited (NSDL) for conducting remote e-voting by the Shareholders of
the Company.

The Company had also provided voting by electronic voting system to the
shareholders present at the AGM and who had not cast their vote earlier through
remote e-voting facility.

The shareholders of the company holding shares as on the "cut-off" date of Friday,
June 08, 2018 were entitled to vote on the resolutions as contained in the Notice of the
AGM.

The voting period for remote e-voting commenced on Tuesday, June 12, 2018
at (9.00 a.m. IS1) and ended on Thursday, Jillle 14, 2018 at (5.00 p .m . IST) and the
NSDL e-voting platform was blocked thereafter.

After the closure of the voting at the AGM, the report on voting done at the meeting
was generated in my presence and the voting was diligently scrutinized by me.

The votes cast under remote e-voting facility were thereafter unblocked in the
presence of two witnesses who were not in the employment of the Company and
after the conclusion of the voting at the AGM the votes cast thereilllder were
cOWlted.

I have scrutinized and reviewed the remote e-voting and votes tendered therein
based on the data downloaded from the NSDL e-voting system and voting by
electronic voting system at the AGM.

The Management of the Company is responsible to ensure compliance with the

requirements of the Act and rules relating to remote e-voting and the voting
conducted through electronic voting system at the venue of the meeting on the
resolutions contained in the notice of the AGM.

My responsibility as scrutinizer for the remote e-voting and the voting conducted
through electronic voting system at the venue of the meeting is restricted to making a
Scrutinizer's Report of the votes cast in favour or against the resolutions.

I now submit my consolidated Report as under on the result of the remote e-voting
and voting by electronic voting system at the AGM in respect of the said resolutions.

2
 Continuation Sheet

Resolution 1: Ordinary Resolution

To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial year ended
March 31, 2018, together with the Reports of the Board of Directors and the
Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for the

financial year ended March 31, 2018, together with the Report of the Auditors
thereon.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2648 3,51,76,96,648 99.99

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast_by them valid votes cast
11 1,77,618 0.01

(iii) Invalid votes:

Number of members Number of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

3
 Continuation Sheet

Resolution 2: Ordinary Resolution

To confirm the payment of Interim Dividends on Equity Shares and to declare a

Final Dividend on Equity Shares for the financial year 2017-18.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2693 3,53,27,95,995 100.00(Rounded OfJ)_

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
9 71,670 0.00

(iii) Invalid votes:

Number of members Number of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

4
 Continuation Sheet

Resolution 3: Ordinary Resolution

To appoint a Director in place of Mr. N. Chandrasekaran (DIN 00121863), who

retires by rotation and, being eligible, offers himself for Ie-appointment.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total nwnber of

voted cast by them valid votes cast
2479 3,47,76,14,115 98.70

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
202 4r58,27,499 1.30

(iii) Invalid votes:

Number of members Number of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

5
 Continuation Sheet

Resolution 4: Ordinary Resolution

Ratification of Appoinbnent of Auditors.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2541 3,49,68,15,200 99.10

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
120 -
3,16,56,199 0,90

(iii) Invalid votes:

Number of members Nwnber of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

6
 Continuation Sheet

Resolution 5: Ordinary Resolution

Appointment of Ms. Aarthi Subramanian (DIN 07121802) as a Director

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2441 3,47,56,63,825 98.50

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
208 5,30,12,791 1.50

(ill) Invalid votes:

Number of members Nwnber of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

7
 Continuation Sheet

Resolution 6: Ordinary Resolution

Appointment of Dr. Pradeep Kumar Khosla (DIN 03611983) as an Independent

Director.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2594 3,52,58,38,878 99.92

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
61 27,23,939 0.08

(iii) Invalid votes:

Number of members Number of invalid votes

whose votes were cast by them
declared invalid
NfL N.A

s
 Continuation Sheet

Resolution 7: Ordinary Resolution

Appointment of Branch Auditors.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
2635 3,52,53,04,976 99.75

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of

voted cast by them valid votes cast
46 89,10554 0.25

(iii) Invalid votes:

Number of members Number of invalid votes

whose votes were cast by them
declared invalid
NIL N.A

8
Practising Company Secretaries
FCS: 327 CP No.: 1228
111,11th Floor, Sai Dwar CHS Ltd
Sab TV Lane, Opp.Laxmi Indl. Estate,
Off Link Road, Above Shabari Restaurant,
Andheri West, Mumbai - 400053
TATA CONSULTANCY SERVIC SLIMITED
Place: Mumbai
Dated: June 15, 2018