LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you, the registered shareholder of CARE Ratings Limited (the “Company”) as on the Record Date
(as defined hereinafter) (“Eligible Shareholders”), in accordance with the Securities and Exchange Board of India (Buy-Back of
Securities) Regulations, 2018, for the time being in force including any statutory modifications and amendments from time to time
(“Buy-back Regulations”). If you require any clarifications regarding the action to be taken, you may, consult your stock brokers or
investment consultants or the Manager or the Registrar to the Buy-back. Please see the section entitled “Definition of Key Terms” for
the definition of the capitalized terms used herein.

CARE RATINGS LIMITED

Registered Office: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East),
Mumbai – 400 022, Maharashtra, India
Contact Person: Ms. Nehal Shah, Company Secretary & Compliance Officer
Tel. No.: +91 22 67543456 E-mail: investor.relations@careedge.in Website: www.careedge.in
Corporate Identity Number: L67190MH1993PLC071691
BUY-BACK OF UP TO 23,68,000 (TWENTY THREE LAKHS AND SIXTY EIGHT THOUSAND) FULLY PAID-UP
EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (“EQUITY SHARES”), REPRESENTING 7.99% OF THE ISSUED,
SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON MARCH 31, 2022, ON A
PROPORTIONATE BASIS, FROM THE ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES AS ON
SEPTEMBER 14, 2022 (THE “RECORD DATE”), BY WAY OF A TENDER OFFER, FOR CASH AT A PRICE OF ₹ 515/-
(RUPEES FIVE HUNDRED AND FIFTEEN ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT NOT
EXCEEDING ₹1,21,95,20,000/- (RUPEES ONE HUNDRED TWENTY ONE CRORE NINETY FIVE LAKHS AND
TWENTY THOUSAND ONLY) EXCLUDING TRANSACTION COST (“BUY-BACK”). THE BUY-BACK SIZE
REPRESENTS 19.30% AND 19.39% OF THE AGGREGATE OF THE FULLY PAID-UP EQUITY SHARE CAPITAL AND
FREE RESERVES (INCLUDING SECURITIES PREMIUM) AS PER THE LATEST AUDITED STANDALONE AND
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31,
2022 RESPECTIVELY.
The Buy-back is being undertaken by the Company in accordance with Article 75 of the Articles of Association of the Company, the
provisions of Sections 68, 69, 70 and other applicable provisions of the Companies Act, 2013, the rules made thereunder, and the Buy-
back Regulations. The Buy-back is subject to the receipt of any approvals, permissions, sanctions and exemptions, from statutory,
regulatory or governmental authorities as may be required under applicable law, including but not limited to Securities and Exchange
Board of India (“SEBI”) and the stock exchanges where the Equity Shares of the Company are listed i.e. BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE”) (hereinafter together referred to as the “Stock Exchanges”).
1. The Buy-back Size is 19.30% and 19.39% of the aggregate of fully paid-up equity share capital and free reserves (including
securities premium) as per the latest audited standalone and consolidated financial statements of the Company for the
financial year ended March 31, 2022 respectively, which is within the statutory limit of 25% of the fully paid-up equity share
capital and free reserves (including securities premium) as per the latest audited financial statements of the Company.

2. This Letter of Offer is being sent to Eligible Shareholders/Beneficial Owners holding Equity Shares of the Company as on
the Record Date, i.e. September 14, 2022. A copy of the Public Announcement is available and the Draft Letter of Offer and
this Letter of Offer (including the Tender Form) shall be available on the website of the Securities and Exchange Board of
India at www.sebi.gov.in. and the Company at www.careedge.in

3. For details in relation to the procedure for acceptance and tender of Equity Shares, please see the section entitled “Procedure
for Tendering Shares and Settlement” on page 39 of this Letter of Offer. The Tender Form is enclosed together with this
Letter of Offer.

4. For mode of payment of consideration to the Eligible Shareholders, please refer to section entitled “Procedure for Tendering
Shares and Settlement” on page 39 of this Letter of Offer.

5. Eligible Shareholders are advised to read this Letter of Offer and in particular, refer to the sections entitled “Details of
Statutory Approvals” and “Note on Taxation” on pages 34 and 45, respectively, of this Letter of Offer before tendering their
Equity Shares in the Buy-back.
 MANAGER TO THE BUY-BACK REGISTRAR TO THE BUY-BACK

DAM Capital Advisors Limited KFin Technologies Limited

One BKC, Tower C, 15th Floor, Unit No.1511, (formerly known as KFin Technologies Private Limited)
Bandra Kurla Complex, Bandra (East) Selenium Tower-B, Plot 31-32
Mumbai 400051 Financial District, Nanakramguda, Serilingampally,
Maharashtra, India Hyderabad-500 032
Tel: +91 22 4202 2500 Tel: +91 40 6716 2222
Contact Person: Chandresh Sharma/ Nidhi Gupta Toll Free No.: 18003094001
E-mail: care.buyback@damcapital.in Email: crl.buyback@kfintech.com
Website: www.damcapital.in Website: www.kfintech.com
SEBI Registration Number: MB/INM000011336 Investor Grievance Email: einward.ris@kfintech.com
Validity period: Permanent Contact Person: Mr. Murali Krishna
CIN: U99999MH1993PLC071865 SEBI Registration Number: INR000000221
Validity period: Permanent
CIN: U72400TG2017PLC117649
BUY-BACK PROGRAMME
Buy-back Opening Date Friday, November 18, 2022
Buy-back Closing Date Thursday, December 1, 2022
Last date and time for receipt of Completed Tender Forms Saturday, December 3, 2022, 5 p.m. (IST)
 TABLE OF CONTENTS

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

DEFINITION OF KEY TERMS ............................................................................................................................................................ 2
DISCLAIMER CLAUSE ........................................................................................................................................................................ 5
TEXT OF THE RESOLUTION PASSED AT MEETING OF THE BOARD ................................................................................... 7
DETAILS OF THE PUBLIC ANNOUNCEMENT ............................................................................................................................ 12
DETAILS OF THE BUY-BACK .......................................................................................................................................................... 13
AUTHORITY FOR THE BUY-BACK ................................................................................................................................................ 14
NECESSITY OF THE BUY-BACK ..................................................................................................................................................... 15
MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUY-BACK .................................... 16
BASIS OF CALCULATING THE BUY-BACK OFFER PRICE ..................................................................................................... 18
SOURCES OF FUNDS FOR THE BUY-BACK ................................................................................................................................. 19
DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN .......................................... 20
CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ....................................................................................................... 21
BRIEF INFORMATION ABOUT THE COMPANY ........................................................................................................................ 23
FINANCIAL INFORMATION ABOUT THE COMPANY .............................................................................................................. 28
STOCK MARKET DATA .................................................................................................................................................................... 32
DETAILS OF STATUTORY APPROVALS ...................................................................................................................................... 34
PROCESS AND METHODOLOGY OF BUY-BACK ....................................................................................................................... 35
PROCEDURE FOR TENDERING SHARES AND SETTLEMENT ............................................................................................... 39
NOTE ON TAXATION ........................................................................................................................................................................ 45
DECLARATION BY THE BOARD OF DIRECTORS ..................................................................................................................... 48
AUDITORS CERTIFICATE................................................................................................................................................................ 49
DOCUMENTS FOR INSPECTION .................................................................................................................................................... 53
GENERAL INFORMATION ............................................................................................................................................................... 54
DECLARATION BY THE DIRECTORS ........................................................................................................................................... 56
TENDER FORM ................................................................................................................................................................................... 57
TENDER FORM (FOR SHAREHOLDERS HOLDING EQUITY SHARES IN DEMATERIALISED FORM) ........................ 60
FORM NO. SH-4 - SECURITIES TRANSFER FORM ..................................................................................................................... 63
 SCHEDULE OF ACTIVITIES

Activity Day and Date

Date of Board meeting approving the proposal of the Buy-back Wednesday, July 20, 2022
Date of declaration of results of postal ballot for special resolution by the Equity Friday, September 2, 2022
Shareholders of the Company, approving the Buy-back
Date of publication of the Public Announcement for the Buy-back Monday, September 5, 2022
Record Date for determining the Buy-back Entitlement and the names of Eligible Wednesday, September 14,
Shareholders 2022
Date of opening of the Buy-back Friday, November 18, 2022
Date of closing of the Buy-back Thursday, December 1, 2022
Last date of receipt of completed Tender Forms and other specified documents Saturday, December 3, 2022
including physical share certificates (if and as applicable) by the Registrar
Last date of verification by the Registrar Monday, December 5, 2022
Last date of intimation regarding acceptance or non-acceptance of tendered Equity Friday, December 9, 2022
Shares to the Stock Exchanges by the Registrar
Last date of settlement of bids on the Stock Exchanges Monday, December 12, 2022
Last date of dispatch of share certificate(s) by the Registrar/return of unaccepted demat Monday, December 12, 2022
Equity Shares by Stock Exchange to Shareholder Broker/Eligible Shareholders
Last date of extinguishment of Equity Shares Monday, December 19, 2022
Note: In case the last date is mentioned for certain activities, such activities may be completed on or before such last date.

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 DEFINITION OF KEY TERMS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or
specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules,
guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended,
supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such
terms under the Buy-back Regulations, the Companies Act, the Depositories Act, and the rules and regulations made
thereunder.

Term Description
Acceptance, Accept, Acceptance of Equity Shares tendered by Eligible Shareholders for the Buy-back
or Accepted
Acquisition Window The facility for acquisition of Equity Shares through mechanism provided by the Stock
Exchanges in the form of a separate window in accordance with the SEBI Circulars
Additional Equity Additional eligible Equity Shares tendered by an Eligible Shareholder over and above the Buy-
Shares back Entitlement of such Eligible Shareholder
Articles/ Articles of Articles of Association of the Company
Association
Board or Board of Board of Directors of the Company
Directors
Board Approval Meeting of the Board of Directors of the Company held on July 20, 2022 approving the proposal
for the Buy-back.
Board Meeting Date July 20, 2022
BSE BSE Limited
Buy-back Buy-back of up to 23,68,000 (Twenty Three Lakhs and Sixty Eight Thousand) Equity Shares
(representing 7.99% of the total issued and paid-up equity share capital of the Company) from
the Eligible Shareholders as on Record Date, at a price of ₹515/-(Rupees Five Hundred and
Fifteen Only) per Equity Share payable in cash for an aggregate amount not exceeding
₹1,21,95,20,000/- (Rupees One Hundred Twenty One Crore Ninety Five Lakhs and Twenty
Thousand only) being less than 25% of the fully paid-up Equity Share capital and free reserves
(including securities premium account) of the Company, as per latest audited standalone and
consolidated financial statements for the financial year ended March 31, 2022 on a proportionate
basis through tender offer. This excludes any expenses incurred or to be incurred for the Buy-
back such as fee payable to SEBI, advisors’ fees, public announcement publication expenses,
printing and dispatch expenses, transaction costs viz. brokerage, applicable taxes such as
buyback tax, securities transaction tax, goods and services tax, stamp duty, etc. and other
incidental and related expenses
Buy-back Closing Thursday, December 1, 2022
Date
Buy-back Committee The Buy-back Committee of the Board, constituted and authorized for the purposes of the Buy-
back by way of a resolution of the Board dated July 20, 2022
Buy-back The number of Equity Shares that an Eligible Shareholder is entitled to tender, in the Buy-back,
Entitlement based on the number of Equity Shares held by such Eligible Shareholder, on the Record Date and
the Ratio of Buy-back applicable to such Eligible Shareholder
Buy-back Period The period between the date of declaration of results of the postal ballot notice for the special
resolution to authorize the Buy-back and the date on which the payment of consideration to the
Eligible Shareholders is made
Buy-back Offer Price The price at which Equity Shares will be bought back from the Shareholders, being ₹515/- per
Equity Share, payable in cash
Buy-back Opening Friday, November 18, 2022
Date
Buy-back The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 for the
Regulations time being in force including any statutory modifications and amendments from time to time
CDSL Central Depository Services (India) Limited
Companies Act Companies Act, 2013, along with the relevant rules made thereunder (including any statutory
modifications or amendments thereof).
Company or “we” CARE Ratings Limited, unless the context states otherwise

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 Term Description
Company Broker DAM Capital Advisors Limited
DP Depository Participant
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
Designated Stock The designated stock exchange for the Buy-back, being, BSE
Exchange
DIN Director Identification Number
Director Director(s) of the Company
Draft Letter of Offer The Draft Letter of Offer dated September 12, 2022 filed with SEBI
Eligible Shareholders All persons holding Equity Shares as on the Record Date.
Equity Shares Fully paid-up equity shares of the Company each having a face value of ₹ 10
Escrow Account The Escrow Account, “CARE Ratings Limited – Buyback Escrow A/c 2022” opened with the
Escrow Agent
Escrow Agent Axis Bank Limited
Escrow Agreement The escrow agreement dated September 20, 2022 entered into between the Company, the
Manager and the Escrow Agent
Exchange Act United States Securities Exchange Act of 1934
FEMA Foreign Exchange Management Act, 1999
FIIs Foreign Institutional Investors
FPIs Foreign Portfolio Investors
General Category Eligible Shareholders other than the Small Shareholders
HUF Hindu Undivided Family
IT Act/ Income Tax Income-tax Act, 1961 (including any statutory modifications or re-enactment thereof)
Act
Letter of Offer This letter of offer dated November 5, 2022 filed with SEBI containing disclosures in relation to
the Buy-back as specified in Schedule III of the Buy-back Regulations, including comments
received from SEBI on the Draft Letter of Offer.
LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the time being in force including any statutory modifications and
amendments from time to time.
Manager to the The manager to the Buy-back, being, DAM Capital Advisors Limited
Buyback / Manager
Non-Resident An individual resident outside India who is a citizen of India or is an ‘Overseas Citizen of India’
Indians cardholder within the meaning of Section 7(A) of the Citizenship Act, 1955 and includes a non–
resident Indians
NSE The National Stock Exchange of India Limited
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
PAN Permanent Account Number
Public The public announcement, made in accordance with the Buy-back Regulations, dated
Announcement September 3, 2022, published in all editions of Business Standard, an English national daily
newspaper, Business Standard, a Hindi national daily newspaper and Navshakti, a Marathi
language daily newspaper (Marathi being the regional language of Maharashtra, where our
Registered Office is located), each with wide circulation, on September 5, 2022
Ratio of Buy-back The ratio of the Buy-back: (i) in case of Small Shareholders, 60 Equity Shares for every 539
Equity Shares held by such Small Shareholder on the Record Date; and (ii) for Eligible
Shareholders other than Small Shareholders, 69 Equity Shares for every 907 Equity Shares held
by such Eligible Shareholder on the Record Date
RBI The Reserve Bank of India
Record Date September 14, 2022, being the date for the purpose of determining the entitlement and the names
of the Equity Shareholders, to whom this Letter of Offer and Tender Form will be sent and who
are eligible to participate in the Buy-back in accordance with the Buy-back Regulations
Registered Office The registered office of the Company, located at 4th Floor, Godrej Coliseum, Somaiya Hospital
Road, Off Eastern Express Highway, Sion (East), Mumbai – 400 022, Maharashtra, India
Registrar The registrar to the Buy-back, being, KFin Technologies Limited (formerly known as KFin
Technologies Private Limited)
Reserved Category Equity Shares reserved for the Small Shareholders
SEBI The Securities and Exchange Board of India

3
 Term Description
SEBI Circulars Tendering of Equity Shares by such Shareholders and settlement of the same, through the stock
exchange mechanism as specified by SEBI in the circular bearing number
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular bearing number
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular bearing number
SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021.
SEC United States Securities and Exchange Commission
Shareholder Broker Stockbroker(s) of Eligible Shareholder(s), through whom the Eligible Shareholder(s) seeks to
participate in the Buy-back
Shareholders Holders of Equity Shares and includes beneficial owners thereof
Small Shareholder An Eligible Shareholder of the Company, who holds Equity Shares or other specified securities
whose market value, on the basis of closing price of Equity Shares, on the recognized stock
exchange in which highest trading volume in respect of such Equity Shares, as on the Record
Date i.e. September 14, 2022, is not more than ₹ 2,00,000, as defined in Regulation 2(1)(n) of
the Buy-back Regulations.
Stock Exchanges BSE and NSE
Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011 for the time being in force including any statutory modifications and
amendments from time to time
Transaction Cost Any expenses incurred or to be incurred for the Buy-back such as fee payable to SEBI, advisors’
fees, public announcement publication expenses, printing and dispatch expenses, transaction
costs viz. brokerage, applicable taxes such as buyback tax, securities transaction tax, goods and
services tax, stamp duty, etc. and other incidental and related expenses.
Tender Form The Acceptance–cum–Acknowledgement form to be filled in by the Shareholders to participate
in the Buy-back
Tender Offer Tender offer shall have the meaning ascribed to it under Regulation 2(i)(q) of the Buy-back
Regulations
Tendering Period Period of 10 Working Days from the Buy-back Opening Date (Friday, November 18, 2022) till
the Buy-back Closing Date (Thursday, December 1, 2022) (both days inclusive)
TRS Transaction Registration Slip
U.S. United States or the United States of America
Working Day Working day shall have the meaning ascribed to it under Regulation 2(i)(s) of the Buy-back
Regulations

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 DISCLAIMER CLAUSE

As required, a copy of the Draft Letter of Offer has been submitted to SEBI. It is to be distinctly understood that
submission of the Draft Letter of Offer to SEBI should not, in any way, be deemed or construed that the same has been
cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to
meet its Buy-back commitments or for the correctness of the statements made or opinions expressed in this Letter of
Offer. The Manager to the Buy-back, DAM Capital Advisors Limited, has certified that the disclosures made in this
Letter of Offer are generally adequate and are in conformity with the provisions of the Companies Act and the Buy-back
Regulations. This requirement is to facilitate Eligible Shareholders to take an informed decision in tendering their Equity
Shares in the Buy-back.

It should also be clearly understood that, while the Company is primarily responsible for the correctness, adequacy and
disclosure of all relevant information in this Letter of Offer, the Manager is expected to exercise due diligence to ensure
that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager, DAM Capital
Advisors Limited, has furnished to SEBI a due diligence certificate dated September 12, 2022, in accordance with the
Buy-back Regulations, which reads as follows:

“We have examined various documents and materials contained in the Public Announcement and the Draft Letter of
Offer, as part of the due-diligence carried out by us in connection with the finalisation of the Public Announcement and
Draft Letter of Offer. On the basis of such examination and the discussions with the Company, we hereby state that:

● The Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and
papers relevant to the Buy-back.

● All the legal requirements connected with the said Buy-back including the Securities and Exchange Board of
India (Buy-Back of Securities) Regulations, 2018, as amended have been duly complied with.

● The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge,
true, fair and adequate in all material respects for the shareholders of the Company to make a well- informed
decision in respect of the Buy-back.

● Funds to be used for Buy-back shall be as per the provisions of the Companies Act, 2013, as amended.”

The filing of the Draft Letter of Offer with SEBI, does not, however, absolve the Company from any liabilities under the
provisions of the Companies Act or from the requirement of obtaining such statutory or other clearances as may be
required for the purpose of the proposed Buy-back.

The Board of Directors declare and confirm that no information or material likely to have a bearing on the decision of
Eligible Shareholders has been suppressed, withheld and/or incorporated in a manner that would amount to misstatement
or misrepresentation and in the event of it transpiring at any point of time that any information or material has been
suppressed or withheld, or amounts to a misstatement or misrepresentation, the Board of Directors and the Company
shall be liable for penalty in terms of the provisions of the Companies Act and the Buy-back Regulations.

The Board of Directors, also declare and confirm that, funds borrowed from banks and financial institutions will not be
used for the Buy-back.

There are no directions subsisting or proceedings pending against the Company under SEBI Act, 1992 (the “SEBI Act”)
and regulations made thereunder, other than the following:

1. An appeal pending before Securities Appellate Tribunal (Appeal No.556 of 2020) in relation to the penalty of ₹ 25
lakhs imposed by SEBI (which was subsequently enhanced to ₹ 1 crore) in respect of an adjudication proceeding
initiated by SEBI in relation to the credit ratings assigned to one of the Company’s customer under Section 15HB of
the SEBI Act. The Company had deposited an amount of ₹25,00,000/- with SEBI on January 29, 2021, as per the
directions of the Hon’ble Securities Appellate Tribunal vide order dated January 11, 2021.

2. A penalty of ₹ 2 lakhs imposed by SEBI on the Company pursuant to order dated October 31, 2022 under Section
15HB of the SEBI Act, in respect of an adjudication proceeding initiated by SEBI in connection with the ratings
which the Company had given to the long-term and short-term bank facilities/NCD’s of one of the Company’s
customers.

There are no directions subsisting or proceedings against the Manager to the Buy-back and the Registrar to the Buy-back
under SEBI Act and regulations made thereunder.

5
Special notice to Shareholders in the United States

The Buy-back is being made for securities of an Indian company and is subject to the laws of India. It is important for
U.S. Shareholders to be aware that this Letter of Offer is subject to tender offer laws and regulations in India that are
different from those in the United States and has been prepared in accordance with Indian law, format and style, which
differs from customary U.S. format and style. Certain of the U.S. federal securities laws apply to the Buy-back as there
are U.S. Shareholders of Equity Shares. The Buy-back is being treated in the United States as one to which the “Tier I”
exemption mentioned in Rule 13(e)-4(h)(8) under the U.S. Securities Exchange Act of 1934, as amended, is applicable.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES
COMMISSION OR REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED
UPON THE FAIRNESS OR MERITS OF THIS LETTER OF OFFER OR DETERMINED WHETHER THIS LETTER
OF OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE IN THE UNITED STATES.

Disclaimer for Persons in Other Foreign Countries:

This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. This Letter of Offer does
not in any way constitute an offer to sell, or an invitation to sell, any securities in any jurisdiction in which such offer or
invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation would subject the
Company or the Manager to the Offer to any new or additional requirements or registrations. Potential users of the
information contained in this Letter of Offer are requested to inform themselves about and to observe any applicable
legal requirement or restrictions.

The Public Announcement dated September 3, 2022, and this Letter of Offer have been prepared for the purposes of
compliance with the Buy-back Regulations. Accordingly, the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in accordance with the laws and regulations of any
jurisdiction outside of India. The Company and the Manager to the Buy-back are under no obligation to update the
information contained herein at any time after the date of this Letter of Offer.

The Letter of Offer is being dispatched to all Equity Shareholders whose names appear on the register of members of the
Company, as of the Record Date. However, receipt of the Letter of Offer by any Equity Shareholders in a jurisdiction in
which it would be illegal to make this Buy-back, or where making this Offer would require any action to be taken
(including, but not restricted to, registration of the Letter of Offer under any local securities laws), shall not be treated by
such Equity Shareholders as an offer being made to them. Potential users of the information contained in this Letter of
Offer are requested to inform themselves about and to observe any such restrictions. Any Eligible Shareholder who
tenders his, her or its Equity Shares in the Buy-back shall be deemed to have declared, represented, warranted and agreed
that he, she or it is authorized under the provisions of any applicable local laws, rules, regulations and statutes to
participate in the Buy-back.

Forward looking statements

Certain statements contained in this Letter of Offer that are not statements of historical fact constitute “forward-looking
statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “continue”, “can”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”,
“potential”, “project”, “pursue”, “shall”, “should”, “target”, “will”, “would”, or other words or phrases of similar import.
Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All
forward-looking statements are subject to risks, uncertainties and assumptions about the Company that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties
associated with expectations relating to, inter alia, regulatory changes pertaining to the industries in which the Company
operates and its ability to respond to them, the Company’s ability to successfully implement its strategy, its growth and
expansion, technological changes, exposure to market risks, general economic and political conditions in India or other
key markets where it operates which have an impact on its business activities or investments, the monetary and fiscal
policies, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates
or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes
and changes in competition in the industries in which the Company operates.

6
 TEXT OF THE RESOLUTION PASSED AT MEETING OF THE BOARD

The Buy-back has been authorised and approved at the meeting of the Board at its meeting held on July 20, 2022. The
text of the resolution of the Board is as follows:

“RESOLVED THAT pursuant to the provisions of Article 75 of the Articles of Association of the Company and the
provisions of Sections 68, 69, 70, 110 and all other applicable provisions, if any, of the Companies Act, 2013, as
amended (the “Companies Act”), the Companies (Share Capital and Debentures) Rules, 2014, the Companies
(Management and Administration) Rules, 2014, to the extent applicable, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) and in
compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended,
including any statutory modifications and amendments from time to time (the “Buy-back Regulations”), and, subject to
the approval of members of the Company by special resolution and further, subject to such other approvals, permissions
and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or
imposed by the appropriate authorities while granting such approvals, permissions and sanctions, which may be agreed
by the board of directors of the Company (the “Board”, which expression shall include any committee constituted by the
Board to exercise its powers, including the powers conferred by this resolution), the Board hereby approves the buy-back
by the Company of up to 23,68,000 fully paid-up equity shares of face value of ₹10/- (Rupees Ten only) each (“Equity
Shares”) (representing 7.99% of the total issued and paid-up equity share capital of the Company) at a price of ₹515/-
(Rupees Five Hundred and fifteen only) per Equity Share (the “Buy-back Offer Price”) payable in cash for an aggregate
amount not exceeding ₹1,21,95,20,000.00/- (Rupees One Hundred Twenty One Crore Ninety Five Lakhs and Twenty
Thousand only) (excluding any expenses incurred or to be incurred for the buy-back such as fee payable to the
Securities and Exchange Board of India (“SEBI”), advisors’ fees, public announcement publication expenses, printing
and dispatch expenses, transaction costs viz. brokerage, applicable taxes such as buyback tax, securities transaction tax,
goods and services tax, stamp duty, etc. and other incidental and related expenses) (the “Maximum Buy-back Size”),
which is 19.30% and 19.39% of the fully paid-up equity share capital and free reserves (including securities premium) as
per the audited standalone and consolidated financial statements of the Company for the financial year ended
March 31, 2022 respectively, to be sourced out of free reserves and securities premium of the company and/or such other
source as may be permitted by the Buy-back Regulations and the Companies Act, from the shareholders of the Company,
as on the record date, on a proportionate basis through a “tender offer” as prescribed under the Buy-back Regulations
(the “Buy-back”).

RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buy-back using the
“Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular CFD/DCR2/CIR/P/2016/131 dated December
9, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, including any amendments or statutory
modifications for the time being in force.

RESOLVED FURTHER THAT the Buy-back shall be made by the Company from free reserves and securities premium
of the Company and on such terms and conditions as the Board may decide from time to time in the absolute discretion of
the Board as it may deem fit.
RESOLVED FURTHER THAT all of the shareholders of the Company, as on the record date, will be eligible to
participate in the Buy-back except any shareholders who may be specifically prohibited under the Buy-back Regulations
or other applicable law.
RESOLVED FURTHER THAT the Company may buy-back Equity Shares from all the shareholders holding Equity
Shares of the Company on a proportionate basis, provided that 15% (fifteen percent) of the number of Equity Shares
which the Company proposes to buy-back or number of Equity Shares entitled as per the shareholding of small
shareholders as on the record date, whichever is higher, shall be reserved for the small shareholders, as prescribed
under Regulation 6 of the Buy-back Regulations.
RESOLVED FURTHER THAT the Company shall not buy-back the locked-in Equity Shares or other specified
securities and non-transferable shares or other specified securities till the pendency of the lock-in or till the Equity
Shares or other specified securities become transferable.
RESOLVED FURTHER THAT the Buy-back from non-resident shareholders, Overseas Corporate Bodies, Foreign
Institutional Investors, Foreign Portfolio Investors and shareholders of foreign nationality, if any, shall be subject to
such approvals, if and to the extent necessary or required from concerned authorities including approvals from the
Reserve Bank of India (“RBI”) under Foreign Exchange Management Act, 1999 and rules and regulations framed there
under, if any, and that such approvals shall be required to be taken by such shareholders themselves.

7
RESOLVED FURTHER THAT in terms of Regulation 24(iii) of the Buy-back Regulations, Ms. Nehal Shah, Head-
Legal, Compliance and Secretarial be and is hereby appointed as the Compliance Officer for the Buy-back.
RESOLVED FURTHER THAT in terms of the Buy-back Regulations, the existing Registrar and Share Transfer Agent
(RTA) of the Company i.e. Kfin Technologies Limited be and is hereby appointed as the registrar for the Buy-back.

RESOLVED FURTHER THAT the draft of the Declaration of Solvency prepared in the prescribed form and the
supporting affidavit, placed before the meeting be and is hereby approved and that any two directors (including the
person occupying the position of Chief Executive Officer and Managing Director (if any)) be and are hereby authorized
to finalize and sign the same, for and on behalf of the Board and file the same with the Registrar of Companies,
Maharashtra at Mumbai, the SEBI and any other regulatory, governmental and statutory authorities, as required under
applicable law.
RESOLVED FURTHER THAT the Board hereby takes on record the draft of the auditor report to be issued by B S R &
Co. LLP, Chartered Accountants, the Statutory Auditor of the Company, as required under clause (xi) of Schedule I of
the Buy-back Regulations and placed before the Board for its noting.

RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the affairs and prospects
of the Company and has formed the opinion that:
(i) Immediately following the date of this Board meeting and the date on which the result of the members resolution
passed by way of Postal Ballot (“Special Resolution”), will be declared, approving the Buyback, there will be no
grounds on which the Company could be found unable to pay its debts;

(ii) As regards the Company’s prospects for the year immediately following the date of this Board meeting as well as for
the year immediately following the Special Resolution, and having regard to the Board’s intentions with respect to
the management of the Company’s business during that year and to the amount and character of the financial
resources which will in the Board’s view be available to the Company during that year, the Company will be able to
meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the
date of this Board meeting as also from the date of Special Resolution;

(iii) In forming its opinion for the above purposes, the Board has taken into account the liabilities (including prospective
and contingent liabilities) as if the Company was being wound up under the provisions of the Companies Act, and
the Insolvency and Bankruptcy Code, 2016, as amended from time to time, as applicable.
RESOLVED FURTHER THAT the Board hereby confirms that:

a) The Company shall not issue any equity shares or other securities (including by way of bonus) till the date of
expiry of the Buy-back period;

b) The Company shall not raise further capital for a period of one year, from the expiry of the Buy-back period,
except in discharge of subsisting obligations;

c) The Company shall not withdraw the Buy-back after the draft letter of offer is filed with SEBI or the public
announcement of the offer for the Buy-back is made;

d) The Company shall not buyback locked-in equity shares and non-transferable shares or other specified
securities till the pendency of the lock-in or till the shares or other specified securities become transferable;

e) The Company shall transfer from its free reserves and securities premium, a sum equal to the nominal value of
the Equity shares purchased through the Buy-back to the Capital Redemption Reserve Account and the details
of such transfer shall be disclosed in its subsequent audited financial statements;

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

g) Since the Company does not have any promoter, promoter group or persons in control, the
confirmation pertaining to public shareholding post buyback not falling below the minimum level required as
per Regulation 38 of the Listing Regulations is not applicable to the Company.

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

8
i) The Company, as per the provisions of Section 68(8) of the Companies Act, will not issue same kind of shares or
other securities including allotment of new shares under clause (a) of sub-section (1) of Section 62 or other
specified securities within a period of 6 months after the completion of the Buy-back except by way of bonus
issue or in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat
equity or conversion of preference shares or debentures into Equity Shares;

j) The Company shall not buy-back its Equity Shares so as to delist its Equity Shares from the stock exchanges;

k) The Company shall not buy-back out of the proceeds of an earlier issue of the same kind of shares or same kind
of other specified securities;

l) 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 Buy-back based on both the audited standalone and
consolidated financial statements of the Company as on March 31, 2022;

m) 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;

n) The Company shall not buyback its Equity Shares from any person through negotiated deal whether on or off
the stock exchanges or through spot transactions or through any private arrangement in the implementation of
the Buy-back;

o) There are no defaults subsisting in the repayment of deposits or interest thereon, redemption of debentures or
interest thereon or redemption of preference shares or payment of dividend or repayment of any term loans or
interest payable thereon to any shareholder or financial institution or banking company, as the case may be;

p) That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Companies Act;

q) That funds borrowed from banks and financial Institutions, if any, will not be used for the Buy-back;

r) The maximum amount of the Buyback i.e. ₹1,21,95,20,000.00/- (Rupees One Hundred Twenty One
Crore Ninety Five Lakhs and Twenty Thousand only) does not exceed 25% of the total paid-up Equity Share
capital and free reserves (including securities premium) as per audited standalone and consolidated financial
statements of the Company as on March 31, 2022;

s) The maximum number of Equity Shares proposed to be purchased under the Buy-back (up to 23,68,000 Equity
Shares), does not exceed 25% of the total number of Equity Shares in the paid-up Equity Share capital as per
the audited standalone balance sheet as on March 31, 2022;

t) The Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry
of buyback period of the preceding offer of buy-back, if any.

RESOLVED FURTHER THAT no information / material likely to have a bearing on the decision of investors has been
suppressed / withheld and/or incorporated in the manner that would amount to mis-statement/misrepresentation and in
the event of it transpiring at any point of time that any information/material has been suppressed /withheld and/or
amounts to a mis-statement / misrepresentation, the Board of Directors and the Company shall be liable for penalty in
terms of the provisions of the Companies Act and the Buy-back Regulations.

RESOLVED FURTHER THAT DAM Capital Advisors Limited shall be the Manager to the Buy-back and the Broker to
the Buy-back as well, on such terms and conditions as agreed and as may be mutually agreed between the Manager to
the Buy-back and the Company.

RESOLVED FURTHER THAT Cyril Amarchand Mangaldas, Advocates and Solicitors shall be the legal counsel to the
Buy-back as to Indian law on such terms and conditions as agreed or as may be mutually agreed between the legal
counsel and the Company.

RESOLVED FURTHER THAT the Company shall, before opening of the Buyback offer, create an escrow account,
either in form of bank guarantee or cash deposit or deposit of securities with appropriate margin or a combination
thereof, as security for performance of its obligations as may be prescribed under the Companies Act and the Buy-back
Regulations, and on such terms and conditions as the Board or Buy-Back Committee (as defined below), may deem fit.

9
RESOLVED FURTHER THAT a Committee be and is hereby formed as “Buy-back Committee”, consisting of
Mr. Adesh Kumar Gupta, Non-Executive Independent Director, Mr. V. Chandrasekaran, Non-executive Director,
Mr. Mehul Pandya, Interim Chief Executive Officer, Ms. Nehal Shah, Company Secretary, Mr. Jinesh Shah, Chief
Financial Officer and the person occupying the position of Managing Director and CEO (if any), the Buy-back
Committee is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem
necessary, expedient, usual or proper, as it may consider to be in the best interests of the shareholders, including without
limitation the following:
a) To decide the specified date / record date and entitlement ratio for the purpose of Buy-back;

b) To enter into escrow arrangements as required in terms of the Buy-back Regulations;

c) To appoint, authorize, enter into agreements/letters with and issue necessary instructions to the merchant
banker, registrar, custodian, bankers, solicitors, escrow agents, brokers, lawyers, depository participants,
advertising agencies and other advisors/ consultants/ intermediaries/ agencies, as required, for the
implementation of the Buy-back and decide and settle the remuneration for such persons/ advisors/ consultants/
intermediaries/ agencies including by the payment of commission, brokerage, fee, charges etc.

d) To decide the ‘designated stock exchange’ for the Buy-back;

e) To open, operate and close the necessary accounts including bank accounts and escrow accounts required, if
any, and to enter into escrow and other agreements with and to give instructions to the bankers in connection
therewith, and provide bank guarantee(s) as may be required on such terms as deemed fit and to decide
authorized signatories to such accounts including bank accounts and escrow accounts;

f) To open, operate and close one or more depository account/ trading account / buyer broker account and to
open, operate and close special trading window account with the designated stock exchange and to decide the
authorized signatories for depository account/trading account/buyer broker account/special trading window
account;

g) To authorize bankers to act upon the instructions of the Merchant Banker as required under the Buy-back
Regulations;

h) To adopt text of and to make Public Announcement, Draft Letter of Offer, Letter of Offer and all offer
documents with respect to the Buy-back, whether before or after the Buy-back (“Buy-back Offer Documents”)
and any revision thereto;

i) To file the Buy-back Offer Documents, the certificate for declaration of solvency with SEBI, the stock
exchanges, the Registrar of Companies, Maharashtra at Mumbai and other appropriate authorities, and all
necessary certificates, returns, declarations, undertakings, confirmations and all other documents required to
be filled in connection with the Buy-back with appropriate authorities;

j) To decide on opening date for commencing of offer for Buy-back and closing date thereof;

k) To decide on the time-table from the opening of the offer till the extinguishment of the shares;

l) To carry out management discussion and analysis on the likely impact of the Buy Back on the Company’s
earnings, public holdings, holdings of non-resident individuals, FIIs, etc., and change in management structure;

m) To issue, furnish and make disclosures, certificates, returns, confirmations etc. as may be required under the
Companies Act, Buy-back Regulations, Listing Regulations or other applicable law and to file such documents
with the relevant persons as may be required under the Companies Act, Buy-back Regulations, Listing
Regulations or other applicable law;

n) To initiate all necessary actions for preparation and issue of all statutory advertisements;

o) To seek necessary regulatory/statutory approvals, if any including of SEBI for implementing the Buy-back
including making all applications to the appropriate authorities for their requisite approvals;

p) To sign, execute and deliver such other documents, deeds and writings and to do all such acts, matters and
things as it may, in its absolute discretion deem necessary, expedient or proper, to be in the best interest of the

10
 shareholders for the implementation of the Buy-back, and to initiate all necessary actions for preparation and
issue of various documents and such other undertakings, agreements, papers, documents and correspondence as
may be necessary for the implementation of the Buy-back to the SEBI, RBI, Registrar of Companies, stock
exchanges, depositories, SEC and/or other authorities, institutions or bodies.

q) To deal with stock exchanges (including their clearing corporations), where the Equity Shares of the Company
are listed, and to sign, execute, and deliver such documents as may be necessary or desirable in connection with
implementing the Buy-back using the “Mechanism for acquisition of shares through Stock Exchange” notified
by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated
August 13, 2021, including any amendments or statutory modifications for the time being in force;

r) To obtain all necessary certificates and reports from statutory auditors and other third parties as required
under applicable law;

s) To make and file ‘Compliance Certificate’ as required under the Buy-back Regulations;

t) To establish Investor Service Centre/s;

u) To verify offer/acceptances received;

v) To finalize basis of acceptance;

w) To pay to the shareholders consideration for shares bought back pursuant to the Buy-back;

x) To extinguish dematerialized shares and destroy physical share certificates in respect of the Equity Shares
bought back by the Company and filing of certificates of extinguishment required to be filed in connection with
the Buy-back on behalf of the Company and/or the Board;

y) To file ‘Return of Buy-back’ with Registrar of Companies and other statutory authorities;

z) To authorize the Merchant Banker, Registrar or other agencies appointed for the purpose of Buy-back to carry
out any of the above activities;

aa) To give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever
that may arise in relation to the Buy-back;

bb) To settle and resolve any queries or difficulties raised by SEBI, stock exchanges, Registrar of Companies and
any other authorities whatsoever in connection to any matter incidental to and ancillary to the Buy-back; and

cc) To do all such acts, matters and things incidental and in connection with the Buy-back and sign and deliver
such documents as may be necessary, desirable and expedient.

RESOLVED FURTHER THAT the Buy-back Committee shall have the power and authority to delegate all or any of
the authorities conferred upon it to any director/ officer(s) and/ or representatives of the Company, in order to give effect
to the aforesaid resolutions and to revoke and substitute such delegations/ sub- delegation of authority from time to time.

RESOLVED FURTHER THAT the quorum for any meeting of the Buy-back Committee for implementing the Buy-back
shall be any two members (including at least one director), and the Buy-back Committee may regulate its own
proceedings and meet as often as may be required, to discharge its functions.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and/or any
obligation on the Company or the Board to buy-back any Equity Shares, and/or impair any power of the Company or the
Board to terminate any process in relation to such buy-back, if so permissible by law.

RESOLVED FURTHER THAT the Company shall maintain a register of securities bought back wherein details of
Equity Shares bought back, consideration paid for the Equity Shares bought back, date of cancellation of Equity Shares
and date of extinguishing and physically destroying the Equity Shares and such other particulars as may be prescribed in
relation to the Buy-back shall be entered and that the company secretary of the Company be and is hereby authorised to
authenticate the entries made in the said register.

11
RESOLVED FURTHER THAT the persons occupying the position of Managing Director and CEO (if any), Interim
CEO, Company Secretary and Chief Financial Officer be and are hereby severally authorised to do all such acts, deeds
and things as may be necessary to give effect to the above resolutions.

RESOLVED FURTHER THAT pursuant to the provisions of Section 68 read with Section 110 of the Companies Act
and other applicable provisions, if any, of the Companies Act and Rule 22 of the Companies (Management and
Administration) Rules, 2014, as amended from time to time, and the circulars issued by the Ministry of Corporate Affairs
(“MCA”) and SEBI, as amended from time to time, approval of the shareholders by a special resolution through postal
ballot only through voting by electronic means be sought and that the draft notice of Postal Ballot as tabled before the
Board be and is hereby approved and that the same be sent only through electronic mode to those shareholders whose e-
mail addresses are registered with the Company/Depositories in compliance with the circulars issued by MCA.

“RESOLVED FURTHER THAT the persons occupying the position of Managing Director and CEO, Interim CEO,
Company Secretary and Chief Financial Officer, be and are hereby severally authorized to (i) finalize, sign and issue the
notice for postal ballot, the accompanying explanatory statement (ii) appoint an agency for providing the electronic
platform for e-voting on suitable terms (iii) carry out all incidental activities in connection with obtaining approval of the
shareholders by a special resolution and (iv) do all such acts, deeds and things as may be necessary to give effect to this
resolution and in connection with the Buyback.”

RESOLVED FURTHER THAT a copy of this resolution duly certified by any one of the directors of the Company or
the Company Secretary be given to such authorities as may be required from time to time.”

DETAILS OF THE PUBLIC ANNOUNCEMENT

In accordance with the provisions of Regulation 7(i) of the Buy-back Regulations, the Company has made a Public
Announcement dated September 3, 2022 in relation to the Buy-back which was issued within two Working Days from
the date of declaration of results of the postal ballot on September 2, 2022 for special resolution passed by the
Shareholders approving the Buy-back, and published in the following newspapers on September 5, 2022:

Sr. No. Name of the Newspaper Language Edition

1. Business Standard English All editions

2. Business Standard Hindi All editions

3. Navshakti Marathi Mumbai

The Company will publish further notices or corrigenda, if any, in the abovementioned newspapers.

A copy of the Public Announcement is available on the website of SEBI at www.sebi.gov.in and also on the website of
the Company at www.careedge.in

12
 DETAILS OF THE BUY-BACK

Pursuant to the resolution passed by the Board of Directors of the Company on July 20, 2022 and the special resolution
passed by the shareholders of the Company on September 2, 2022, the Company, hereby, announces the Buy-back of up
to 23,68,000 (Twenty Three Lakhs and Sixty Eight Thousand) Equity Shares (representing 7.99% of the total issued and
paid-up equity share capital of the Company) from the Shareholders as on the Record Date i.e., Wednesday, September
14, 2022 (for further details in relation to the Record Date, refer to section entitled “Process and Methodology of Buy-
back” of this Letter of Offer), at a price of ₹ 515/- (Rupees Five Hundred and Fifteen Only) per Equity Share, payable in
cash, for an aggregate amount not exceeding ₹ 1,21,95,20,000/- (Rupees One Hundred Twenty One Crore Ninety Five
Lakhs and Twenty Thousand only), (“Maximum Buy-back Size”) being less than 25% of the fully paid-up Equity Share
capital and free reserves (including securities premium) of the Company, as per latest audited standalone and
consolidated financial statements for the financial year ended March 31, 2022, on a proportionate basis through tender
offer in accordance with the provisions of the Companies Act, and in compliance with the Buy-back Regulations. The
Shareholders approved the Buy-back by way of special resolution, on September 2, 2022 pursuant to the postal ballot
notice dated July 26, 2022. The Buy-back is subject to receipt of any approvals of statutory, regulatory or governmental
authorities, as may be required, under applicable laws, including the SEBI, and the Stock Exchanges. The Maximum
Buy-back Size excludes Transaction Cost. The Buy-back Size represents 19.30% and 19.39%, of the aggregate of the
fully paid-up Equity Share capital and free reserves (including securities premium) as per the latest audited standalone
and consolidated financial statements of the Company for the financial year ended March 31, 2022 respectively and is
within the statutory limit of 25% of the aggregate of the fully paid-up equity share capital and free reserves (including
securities premium) as per the latest audited standalone and consolidated financial statements of the Company.

The Buy-back has been authorized by a resolution of the Board on July 20, 2022 and a special resolution passed by the
Shareholders on September 2, 2022. The details of the Buy-back are provided below:

Name of the Company CARE Ratings Limited

Maximum number of Equity Shares proposed to be bought Upto 23,68,000 (Twenty Three Lakhs and Sixty Eight
back Thousand) Equity Shares
Number of Equity Shares as a percentage of the fully paid- Aggregating up to 7.99% of the total issued and paid-up
up Equity Share capital of the Company. Equity Share capital of the Company).
Buy-back Offer Price ₹ 515/- (Rupees Five Hundred and Fifteen Only) per
Equity Share payable in cash
Applicable regulations of SEBI and provisions of the The Buy-back is being undertaken in terms of Chapter III
Companies Act, in accordance with which the Buy-back of the Buy-back Regulations, Sections 68, 69, 70 and any
offer is made other applicable provisions of the Companies Act and the
rules made thereunder and various circulars issued by
Ministry of Corporate Affairs, LODR Regulations.
Additionally, the Buy-back shall be, subject to applicable
laws, facilitated by tendering of Equity Shares by such
Shareholders and settlement of the same, through the stock
exchange mechanism as specified by the SEBI Circulars.
Methodology for the Buy-back The Buy-back shall be undertaken on a proportionate basis
from the Shareholders as of the Record Date through the
tender offer process prescribed under Regulation 4(iv)(a)
of the Buy-back Regulations and in accordance with the
“Mechanism for acquisition of shares through Stock
Exchanges” as prescribed under the SEBI Circulars.

In this regard, the Company will request the Stock

Exchanges to provide the acquisition window for
facilitating tendering of Equity Shares under the Buy-back.
For the purposes of this Buy-back, BSE will be the
Designated Stock Exchange.
Maximum amount to be expensed towards the Buy-back Aggregating upto ₹ 1,21,95,20,000/-, being upto 19.30%
and its percentage with respect to the net worth of the and 19.39% of the aggregate of fully paid-up Equity Share
Company capital and free reserves (including securities premium) as
per the standalone and consolidated audited financial
statements of the Company for the financial year ended
March 31, 2022, respectively. This does not include any
expenses incurred or to be incurred for the Buy-back like

13
 filing fee payable to the SEBI, advisors’ fees, public
announcement publication expenses, printing and dispatch
expenses, transaction costs viz. brokerage, applicable taxes
such as buyback tax, securities transaction tax, goods and
services tax, stamp duty, etc.
Shareholding of the Promoters and its percentage with The Company is professionally managed and does not have
respect to the total paid-up Equity Share capital of the any identifiable promoters or promoter group or persons in
Company control. Accordingly, this requirement is not applicable.
Intention of the Promoters and the persons in control of the The Company is professionally managed and does not have
Company to participate in the Buy-back any identifiable promoters or promoter group or persons in
control. Accordingly, this requirement is not applicable.
Promoters’ shareholding after the Buy-back The Company is professionally managed and does not have
any identifiable promoters or promoter group or persons in
control. Accordingly, this requirement is not applicable.
Statement that post Buy-back non-promoter shareholding The Company is professionally managed and does not have
shall not fall below the minimum level required as any identifiable promoters or promoter group or persons in
specified under the LODR Regulations. control. Accordingly, this requirement is not applicable.

AUTHORITY FOR THE BUY-BACK

The Buy-back is being undertaken by the Company in accordance with Article 75 of Articles of Association of the
Company, the provisions of Sections 68, 69, 70 and other applicable provisions of the Companies Act, the rules made
thereunder, the LODR Regulations to the extent applicable, and the Buy-back Regulations. The Buy-back is subject to
the receipt of any approvals, permissions, sanctions and exemptions, from statutory, regulatory or governmental
authorities as may be required under applicable law, including but not limited to SEBI and the Stock Exchanges. The
Buy-back has been duly authorised by a resolution of the Board dated July 20, 2022. Further, the Buy-back has been
authorised by the Shareholders through postal ballot by a special resolution, the results for which were declared on
September 2, 2022.

14
 NECESSITY OF THE BUY-BACK

The Buy-back is being undertaken by the Company to return surplus funds to its 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. Additionally, the Company’s management strives to increase Shareholders’
value and the Buy-back would result in, amongst other things:

(i) optimising returns to shareholders;

(ii) enhancing overall shareholder value;
(iii) achieving optimum capital structure;
(iv) mitigating the effects of short-term market volatility; and
(v) enhancing shareholders’ confidence.

15
 MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUY-BACK ON THE
COMPANY

1. We believe that the Buy-back is not likely to cause any impact on the profitability or earnings of the Company
except to the extent of reduction in the amount available for investment, which the Company could have otherwise
deployed towards generating investment income. In the event there is 100% acceptance of the Equity Shares
tendered in the Buy-back from Eligible Shareholders on a proportionate basis, the funds deployed by the
Company towards the Buy-back would be ₹ 1,21,95,20,000/- excluding Transaction Cost.

2. The Company is professionally managed and does not have any identifiable promoters or promoter group or
persons in control. Hence, the disclosure of promoters’ intention to participate in the Buy-back, promoters’
holding before and after the Buy-back is not applicable.

3. The Buy-back shall not result in a change in control or otherwise affect the existing management structure of the
Company.

4. Compliance with the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999, as
amended (the “SEBI (CRA) Regulations”)

As per Regulation 25(b) of the SEBI (CRA) Regulations, a person who holds ten percent or more, of the shares of
a credit rating agency shall be considered as a “promoter” for the purposes of Chapter IV of SEBI (CRA)
Regulations.

Further, in terms of Regulation 24(A) (1) (a) of the SEBI (CRA) Regulations, a credit rating agency shall not
directly or indirectly, hold 10 per cent or more shareholding and/ or voting rights in any other credit rating agency,
and as per Regulation 24A (2) of the SEBI (CRA) Regulations, a shareholder holding 10 per cent or more shares
and/ or voting rights in a credit rating agency shall not hold 10 per cent or more shares and/ or voting rights,
directly or indirectly, in any other credit rating agency. However, the restriction under Regulation 24A (2) of the
SEBI (CRA) Regulations shall not apply to holdings by pension funds, insurance schemes and mutual fund
schemes.

The shareholders of the Company are accordingly requested to take note of the above and to monitor their direct
and indirect shareholding in the Company and shall be responsible for adhering to the limits on their shareholding,
whether held directly or indirectly, either individually or together with persons acting in concert, as provided
under applicable laws.

5. Pursuant to the Buy-back, the percentage shareholding of Non-Resident Indians, Indian financial institutions,
banks, mutual funds and the others, may undergo a change. For details, please see the section entitled “Capital
Structure and Shareholding Pattern” on page 21 of this Letter of Offer.

6. The Company does not have any debt. In the financials dated March 31, 2022, the liabilities are related to lease
liabilities created as per IND AS, general trade payables, certain provisions for expenses, salary payables, advance
received from customer, and deferred tax as per IND AS. This is required as per routine business operations and
as per accounting standards / IND AS followed in India. Hence, the debt-equity ratio post Buy-back will be
compliant with the permissible limit of 2:1 prescribed under Section 68 of the Companies Act and Regulation 4(ii)
of the Buy-back Regulations, even if the response to the Buy-back is to the extent of 100% (full acceptance).

7. The Company shall not raise further capital for a period of one year, from the expiry of the Buy-back period,
except in discharge of subsisting obligations.

8. The Company shall not buy-back its Equity Shares so as to delist its Equity Shares from the Stock Exchanges.

9. The Company shall not issue any Equity Shares or other securities (including by way of bonus) till the date of
expiry of the Buy-back Period.

10. The Company is in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended in relation to the Buy-back. Further, as on the date, no designated persons of the
Company have dealt in shares of the Company on the basis of unpublished price sensitive information relating to
the Buy-back.

11. The Company undertakes that pursuant to the Buy-back, consequent reduction of its share capital will be effected
in accordance with Regulation 4(viii) of the Buy-back Regulations.

16
12. We believe that the Buy-back is not expected to impact growth opportunities for the Company.

13. Salient financial parameters consequent to the Buy-back based on the audited standalone financial statements and
audited consolidated financial statements for the financial year ended March 31, 2022, of the Company are as
under:

Standalone Consolidated
Parameters Pre-Buyback Post- Buyback* Pre-Buyback Post- Buyback*
Net worth (₹ in Lacs) 65,022.94 52,827.97 64,749.46 52,554.49

Return on Net worth (%) 12.99% 15.99% 11.87% 14.62%

Earnings Per Share (of face value ₹10 each) 28.62 30.96 25.45 28.16

Book Value per Share (₹) 219.33/- 193.64/- 218.40/- 192.64/-

Total Debt/ Equity Ratio N.A. N.A. N.A. N.A.

*(Assuming full acceptance of Equity Shares in the Buyback Offer in the ratio of Buyback)
Note:
1. Net worth = Equity Share Capital + Other Equity– Miscellaneous Expenditure.
2. Total Debt = Long Term Borrowing + Short Term Borrowings + Current Maturities of Long Term
Borrowings.

The key ratios have been computed as below:

Key Ratios Basis

Earnings per Share – Basic (₹.) Net Profit attributable to equity shareholders / Weighted
average number of Shares outstanding during the year

Book value per Share (₹) (Paid up Equity Share Capital + Other Equity) / No of
Equity Shares Subscribed

Return on Net Worth excluding Net Profit After Tax / Net Worth excluding revaluation
revaluation reserves (%) reserves

Debt-Equity Ratio Total Debt / Net Worth

17
 BASIS OF CALCULATING THE BUY-BACK OFFER PRICE

The Equity Shares of the Company are proposed to be bought back at a price of ₹ 515/- (Rupees Five Hundred and
Fifteen only) per Equity Share.

The Buy-back Offer Price has been arrived at after considering various factors including, but not limited to the trends in
the volume weighted average prices and closing price of the Equity Shares on the Stock Exchanges where the Equity
Shares of the Company are listed, impact on net worth, price earnings ratio, earnings per share and other financial
parameters.

The Buy-back Offer Price represents

(i) premium of 11.50% and 10.35% to the volume weighted average market price of the Equity Shares on the BSE
and the NSE, respectively, during the 3 (three) months period preceding July 12, 2022, being the date of
intimation to the Stock Exchanges regarding the date of Board Approval (“Intimation Date”);
(ii) premium of 22.61% and 22.62% to the volume weighted average market price of the Equity Shares on the BSE
and the NSE, respectively, during the 2 (two) weeks preceding the Intimation Date;
(iii) premium of 23.99% and 24.11% over the closing price of the Equity Shares on the BSE and the NSE
respectively, as on the Intimation Date; and
(iv) premium of 9.87% and 9.91% over the closing price of the Equity Share on BSE and NSE, respectively, as on
July 20, 2022, being the Board Meeting Date.

For details in relation to the trends in the market price of the Equity Shares, please see the section entitled “Stock Market
Data” on page 32 of this Letter of Offer.

The closing market price of the Equity Shares as on the Intimation Date was ₹ 415.35 and ₹ 414.95 and as on the Board
Meeting Date was ₹ 468.75 and ₹ 468.55 on the BSE and the NSE, respectively.

For financial ratios and trends in the market price of the Equity Shares, please see the section entitled “Financial
Information about the Company” on page 28 and section entitled “Stock Market Data” on page 32 of this Letter of Offer.

As required under Section 68(2)(d) of the Companies Act, the ratio of the aggregate of secured and unsecured debts owed
by the Company will not be more than twice the paid-up capital and free reserves after the Buy-back both on the latest
audited standalone and consolidated financial statements of the Company as on March 31, 2022.

18
 SOURCES OF FUNDS FOR THE BUY-BACK

Assuming full acceptance, the funds that would be employed by the Company for the purposes of the Buy-back of
23,68,000 Equity Shares at a price of ₹515/- (Rupees Five Hundred and Fifteen only) per Equity Share and would not
exceed ₹1,21,95,20,000/- (Rupees One Hundred Twenty One Crore Ninety Five Lakhs and Twenty Thousand only)
excluding Transaction Cost.

The funds for the implementation of the Buy-back will be sourced out of free reserves and securities premium of the
Company and/or such other source as may be permitted by the Buy-back Regulations or the Companies Act.

The Company shall transfer from its free reserves and securities premium, a sum equal to the nominal value of the Equity
Shares so bought back to the Capital Redemption Reserve Account and details of such transfer shall be disclosed in its
subsequent audited financial statements.

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

19
 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN

In accordance with Regulation 9(xi) of the Buy-back Regulations, an Escrow Agreement dated September 20, 2022 has
been entered into amongst the Company, the Manager and the Escrow Agent.

In accordance with the Buy-back Regulations and pursuant to the Escrow Agreement, the Company has opened an
Escrow Account in the name and style “CARE Ratings Limited – Buyback Escrow A/c 2022” bearing account number
922020050050780 with the Escrow Agent, namely, Axis Bank Limited acting through its branch office at Axis Bank
Limited, Gr. Floor, 33 Subhash Road, Corner of Road no 24 & 25, Sion East, Mumbai - 400022. In accordance with
Regulation 9(xi) of the Buy-back Regulations, the Company will deposit the applicable amount in the Escrow Account
on or before the Buy-back Opening Date. In accordance with the Buy-back Regulations, the Manager to the Buy-back
has been empowered to operate the Escrow Account.

The Company has sufficient means and has made firm arrangement for financial resources required to fund its
obligations under the Buy-back. T R Chadha & Co LLP, Chartered Accountants, an independent chartered accountant
has certified through letter dated September 11, 2022 that the Company has adequate funds for the purposes of the Buy-
back. The details of the independent chartered accountant are as follows:

Name of the Firm: T R Chadha & Co LLP, Chartered Accountants

Address:
502, 5th Floor, Marathon Icon
Veer Santaji Lane,
Off. Ganpat Rao Kadam Marg,
Opp. Peninsula Corporate Park, Lower Parel
Mumbai – 400 013, India
Name of the signing partner: Kashyap Vaidya
Tel: +91 22 49669000
Membership No. of signing partner: 37623
ICAI Firm Registration No.: 006711N/N500028

Based on the aforementioned certificate, the Manager to the Buy-back confirms that they are satisfied that firm
arrangements for fulfilling the obligations under the Buy-back are in place and that the Company has the ability to
implement the Buy-back in accordance with the Buy-back Regulations.

20
 CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

The capital structure of the Company as at the date of this Letter of Offer and post the Buy-back (assuming full
acceptance) is provided below:

( ₹ in lakhs, except share data)

Aggregate value at face
value
A AUTHORISED SHARE CAPITAL
3,50,00,000 Equity Shares 3,500.00

B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE BUY-

BACK
2,96,48,880 Equity Shares 2,964.89

C ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE BUY-

BACK
2,72,80,880 Equity Shares* 2,728.09 *
*Assuming 100% i.e. full acceptance of Equity Shares in the Buy-back.

Confirmations

There have been no other buyback programmes of the Company over the last 3 years prior to the date of this Letter of
Offer. The Company had undertaken a buyback of Equity Shares in 2006 prior to its listing. The Equity Shares of the
Company were listed on the BSE and NSE on December 26, 2012.

The Company confirms that it is in compliance with Section 68(2)(g) of the Companies Act and Regulation 4(vii) of the
Buy-back Regulations.

As on the date of this Letter of Offer, the Company confirms that there are no outstanding preference shares, partly paid-
up Equity Shares or calls in arrears and the Equity Shares of the Company are not under lock-in. With respect to
encumbered shares, the Company is professionally managed and does not have any identifiable promoter or promoter
group or persons in control.

The Company confirms that it shall not issue, including through a bonus issue, Equity Shares or any other specified
securities, until the expiry of the Buy-back period in accordance with Regulation 24(i)(b) of the Buy-back Regulations.

The Company does not have any convertible securities.

There is no pending scheme of amalgamation or compromise or arrangement pursuant to the provisions of the
Companies Act.

Shareholding pattern of the Company

The shareholding pattern of the Company before the Buy-back, as on the Record Date, and after the Buy-back is
provided below:

Particulars Pre- Buy-back Post- Buy-back*

No. of Equity % of Equity No. of Equity % of Equity
Shares Shares Shares Shares
Promoters and persons acting in Nil Nil Nil N.A
concert
Foreign Investors (including Non 61,71,860 20.82
Resident Indians/ Foreign Mutual
Funds)
Financial Institutions / Banks and 74,07,280 24.98 2,72,80,880 100.00
Mutual Funds promoted by Banks /
Institutions
Others (Public, Bodies Corporate, etc.,) 1,60,69,740 54.20
Total 2,96,48,880 100.00 2,72,80,880 100.00
*Assuming full acceptance of Equity Shares in the Buy-back.

21
Shareholding of the Promoters before and after the Buy-back

The Company is professionally managed and does not have any identifiable promoters or promoter group or persons in
control. Accordingly, details of the shareholding of promoters post Buy-back is not applicable.

Shareholding of the Directors and Key Managerial Persons of the Company as on date of Public Announcement
i.e. September 3, 2022 and as on the Record Date i.e. September 14, 2022

Sr. Name Designation Number of Equity %

No. Shares Held Shareholding

1. Mr. Najib Shah Non-Executive Independent Nil Nil

Director and Chairman
2. Mr. Venkatadri Chandrasekaran Non-Executive Non-Independent Nil Nil
Director
3. Mr. Adesh Kumar Gupta Non-Executive Independent Nil Nil
Director
4. Mr. Ananth Narayan Gopalakrishnan* Non-Executive Independent Nil Nil
Director
5. Ms. Sonal Gunvant Desai Non-Executive Independent Nil Nil
Director
6. Dr. Madasamy Mathisekaran Non-Executive Independent Nil Nil
Director
7. Ms. Shubhangi Soman Non-Executive Non-Independent Nil Nil
Director
8. Mr. Mehul Pandya Managing Director and Chief 18,855 0.06
Executive Officer
9. Ms. Nehal Shah Company Secretary & Nil Nil
Compliance Officer
10. Mr. Jinesh Shah Chief Financial Officer Nil Nil

*Resigned as Non-Executive Independent Director effective close of business hours on September 5, 2022.
Mr. Rajesh Mokashi, erstwhile Managing Director and Mr. S. B. Mainak, erstwhile Chairman do not hold any Equity
Shares in the Company.

Aggregate Equity Shares purchased or sold by the Directors and Key Managerial Persons of the Company during
a period of 12 (twelve) months preceding the date of the Public Announcement i.e. September 3, 2022

None of the Directors or Key Managerial Personnel have purchased or sold any Equity Shares of the Company during a
period of 12 (twelve) months preceding the date of Public Announcement i.e. September 3, 2022, and from the date of
Public Announcement till the Record Date (i.e. September 3, 2022 to September 14, 2022).

22
 BRIEF INFORMATION OF THE COMPANY

History of the Company

The Company was incorporated on April 21, 1993 with the name of Credit Analysis and Research Limited under the
Companies Act, 1956 with registration number 071691. The registered office of the Company is situated at 4th Floor,
Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai 400022. The Company’s
Corporate Identification Number (CIN) is L67190MH1993PLC071691. The Equity Shares of the Company are listed on
BSE (Code: 534804) since December 26, 2012 and NSE (Code: CARERATING) since December 26, 2012. The ISIN of
the Equity Shares is INE752H01013. The name of the Company has been changed from Credit Analysis and Research
Limited to CARE Ratings Limited with effect from June 14, 2017.

The Company commenced its operations in April 1993 and has established itself as the leading credit rating agency of
India. The Company provides the various credit ratings that the corporates use to raise debt for their various requirements
and assists the debt investors to form an informed investment decision based on the credit risk assessment and their own
risk-return expectations. The Company has its registered office and head office both located in Mumbai. In addition, the
Company has regional offices at Ahmedabad, Andheri, Bengaluru, Chennai, Coimbatore, Hyderabad, Kolkata, New
Delhi and Pune.

While the Company continues to be the second-largest credit rating agency in India since many years, the transformation
journey initiated over the last few years for the core ratings business revolved around:
a) Enhancing the analytics;
b) Higher outreach;
c) Bringing technology to the fore for superior analysis; and
d) Improving the product offerings/segments.

The turnaround witnessed in some of the sectors post unlocking of the economy during FY21 became broad-based during
FY22. The improvement in the financial position of the companies resulted in an improvement in the credit outlook for
many of the sectors during FY22. At the same time, the capital expenditure plans of the corporates remained subdued.
These factors resulted in deleveraging in some of the major sectors during FY22 and were also reflected in the fall in
issuances in debt capital markets and muted credit growth for banks. Though this challenging operating environment had
the potential to impact the rating revenue, the business team through various strategic initiatives taken during the year
successfully overcame this challenging environment. Focus on high-growth sectors, aggressive outreach to various
categories of investors, renewed efforts to further strengthen our key client coverage and a strong emphasis on
incentivising performance were some of the key strategic initiatives leading to improved performance.

The overall rating revenue for the Company stood at ₹ 218.60 crore for FY22 as against ₹ 210.35 crore in FY21. The
rating revenue has grown by 4% during FY22 as compared to FY21 aided by strong performance in the initial rating
revenue.

The total authorised share capital of the Company is ₹ 35,00,00,000 consisting of 3,50,00,000 Equity Shares of ₹ 10/-
each. As on date, the subscribed, issued and paid up share capital of the Company consisted of 2,96,48,880 Equity Shares
of ₹ 10/- each aggregating ₹ 29,64,88,800.

Equity Share Capital History of the Company

The details of the changes in share capital of the Company since incorporation are as follows:

Nature of Cumulative
Cumulativ Cumulative
Date of Issue/ No. of Face Issue Consideration Transaction paid-up
e No. of Equity Share
Allotment/Bought Equity Valu price in Cash/ other Equity
Equity premium
Back Shares e (₹) (₹) than cash Share
Shares (₹)
Capital (₹)
May 12, 1993(1) 7 10 10 Cash Subscription 7 70.00 Nil
to
Memorandu
m of
Association

23
 Nature of Cumulative
Cumulativ Cumulative
Date of Issue/ No. of Face Issue Consideration Transaction paid-up
e No. of Equity Share
Allotment/Bought Equity Valu price in Cash/ other Equity
Equity premium
Back Shares e (₹) (₹) than cash Share
Shares (₹)
Capital (₹)
December 20, 79,99,993 10 10 Cash Preferential 80,00,000 8,00,00,000 Nil
1993(2) Allotment

January 25, 2006(3) (225,000) 10 52.05 Cash Buyback 77,75,000 7,77,50,000 Nil

June 15, 2009(4) 284,247 10 31.82 Cash ESOP 80,59,247 8,05,92,470 62,02,270
allotment

February 9, 2010(5) 7,696 10 26.96 Cash (6) ESOP 80,66,943 8,06,69,430 63,32,794
allotment

March 12, 2010(7) 14,50,661 10 - Bonus issue in Bonus Issue 95,17,604 9,51,76,040 63,32,794
the ratio
18:100

September 20, 1,90,35,20 10 - Bonus issue in Bonus Issue 2,85,52,812 28,55,28,120 63,32,794
2011(8) 8 the ratio 2:1

September 27, 446,310 10 560.1 Cash Preferential 2,89,99,122 28,99,91,220 25,18,70,240

2013(9) 5 Allotment

January 29, 2016(10) 401,974 10 617.0 Cash ESOP 2,94,01,096 29,40,10,960 49,58,68,458
0 Allotment

August 5, 2016 (11) 39,258 10 617.0 Cash ESOP 2,94,40,354 29,44,03,540 51,96,98,064
0 Allotment

February 3, 2017 10,847 10 617.0 Cash ESOP 2,94,51,201 29,45,12,010 52,62,82,193

(12) 0 Allotment

August 22, 2017 (13) 10,013 10 617.0 Cash ESOP 2,94,61,214 29,46,12,140 53,23,60,084
0 Allotment

December 21, 2021 166,667 10 340.0 Cash ESOP 2,96,27,881 29,62,78,810 58,73,60,194
(14) 0 Allotment

December 21, 2021 8,600 10 416.0 Cash ESOP 2,96,36,481 29,63,64,810 59,08,51,794
(15) 0 Allotment

March 17, 2022 (16) 10,066 10 416.0 Cash ESOP 2,96,46,547 29,64,65,470 59,49,38,590
0 Allotment

July 4, 2022(17) 2,333 10 416.0 Cash ESOP 2,96,48,880 29,64,88,800 59,58,85,788

0 Allotment

Notes:
(1) Allotted 7 (Seven only) Equity Shares pursuant to subscription to the Memorandum of Association;
(2)Allotted 79,99,993 (Seventy Nine Lakhs Ninety Nine Thousand Nine Hundred and Ninety Three only) Equity Shares pursuant to a
preferential allotment;

Buyback of 225,000 (Two Lakh Twenty Five Thousand only) Equity Shares of the Company at a price of ₹52.05/- per equity share
(3)

pursuant to shareholders resolution dated September 22, 2005;

(4)Allotment of 284,247 (Two Lakh Eighty Four Thousand Two Hundred and Forty Seven only) Equity Shares to various employees
pursuant to the exercise of options granted under the Employee Stock Option Scheme pursuant to the resolution passed by the Board
at its meeting held on June 15, 2009;
(5)Allotment of 7,696 (Seven Thousand Six Hundred and Ninety Six only) Equity Shares to various employees pursuant to the exercise
of options granted under the Employee Stock Option Scheme pursuant to the resolution passed by the Board at its meeting held on
February 9, 2010;

24
(6)
Adjusted for ₹ 37,340 refunded to employee as an adjustment to the bonus issue undertaken by the Company;
(7)
Bonus issue in the ratio 18:100 authorized by shareholders of our Company pursuant to a resolution dated September 29, 2009.
Bonus issue was undertaken through capitalization of the general reserves of our Company;
(8)Bonus issue in the ratio 2:1 authorized by shareholders of our Company pursuant to a resolution dated September 13, 2011. Bonus
issue was undertaken through capitalization of the general reserves of our Company;
(9)
Allotment of 446,310 (Four Lakh Forty Six Thousand Three Hundred and Ten only) Equity Shares of the Company pursuant to
Preferential Allotment at a price of ₹560.15/- pursuant to the resolution passed by the Board at its meeting held on September 27,
2013;
(10)
Allotment of 401,974 (Four Lakh One Thousand Nine Hundred and Seventy Four only) Equity Shares of the Company to various
employees of the Company pursuant to Employee Stock Option Scheme 2013 at an exercise price of ₹617/- pursuant to the resolution
passed by the Board at its meeting held on January 29, 2016;
(11)
Allotment of 39,258 (Thirty Nine Thousand Two Hundred and Fifty Eight only) Equity Shares of the Company to various employees
of the Company pursuant to Employee Stock Option Scheme 2013 at an exercise price of₹617/- pursuant to the resolution passed by
the Board at its meeting held on August 5, 2016;
(12)
Allotment of 10,847 (Ten Thousand Eight Hundred and Forty Seven only) Equity Shares of the Company to various employees of
the Company pursuant to Employee Stock Option Scheme 2013 at an exercise price of ₹617/- pursuant to the resolution passed by the
Board at its meeting held on February 3, 2017;
(13)
Allotment of 10,013 (Ten Thousand and Thirteen only) Equity Shares of the Company to various employees of the Company
pursuant to Employee Stock Option Scheme 2013 at an exercise price of₹617/- pursuant to the resolution passed by the Board at its
meeting held on August 22, 2017;
(14)
and (15) Allotment of 166,667 (One Lakh Sixty Six Thousand Six Hundred and Sixty Seven only) Equity Shares of the Company to
one of the employees of the Company at an exercise price of ₹340/- and 8,600 (Eight Thousand Six Hundred only) Equity Shares of the
Company to various employees of the Company at an exercise price of ₹416/-pursuant to Employee Stock Option Scheme 2020
pursuant to the circular resolution passed by the Nomination and Remuneration Committee dated December 21, 2021 and
(16) Allotment
of 10,066 (Ten Thousand Sixty Six only) Equity Shares of the Company to various employees of the Company pursuant to
Employee Stock Option Scheme 2020 at an exercise price of ₹416/- pursuant to the circular resolution passed by the Nomination and
Remuneration Committee dated March 17, 2022.
(17)Allotment of 2,333 (Two Thousand Three Hundred and Thirty Three only) Equity Shares of the Company to employees of the
Company pursuant to Employee Stock Option Scheme 2020 at an exercise price of ₹416/- pursuant to the circular resolution passed by
the Nomination and Remuneration Committee dated July 4, 2022.

Board of Directors of the Company

The following table provides the details regarding the Board of Directors of the Company as of the date of filing this
Letter of Offer:

Name, Designation, Date of Appointment, Age Other Directorships

Qualification and Occupation (in years)

Name: Najib Shah 65 • Aditya Birla Sun Life Trustee Private Limited; and
Designation: Non-Executive Independent • Fintermix Software Private Limited
Director, Chairman
DIN: 08120210
Date of Appointment: July 17, 2019
Qualification: Indian Revenue Service
Occupation: Professional
Name: Venkatadri Chandrasekaran 64 • Tamilnadu Newsprint & Papers Limited;
Designation: Non-Executive Non-Independent • Tata Investment Corporation Limited;
Director
• Aditya Birla Renewables SPV 1 Limited;
DIN: 03126243
Date of Appointment: November 15, 2017 • Aditya Birla Housing Finance Limited;
Qualification: Chartered Accountant • Aseem Infrastructure Finance Limited;
Occupation: Professional • Life Insurance Corporation (International) B S C
Bahrain;

25
 Name, Designation, Date of Appointment, Age Other Directorships
Qualification and Occupation (in years)

• Waacox Energy Private Limited; and

• Grasim Industries Limited
Name: Adesh Kumar Gupta 66 • Zee Entertainment Enterprises Limited;
Designation: Non-Executive Independent • Krazybee Services Private Limited;
Director • Vinati Organics Limited;
DIN: 00020403 • India Pesticides Limited;
Date of Appointment: May 22, 2018 • Grasim Industries Limited;
Qualification: Chartered Accountant and B.Com • India Advantage Fund Limited (Mauritius, Foreign
Occupation: Professional Company);
• KRSNAA Diagnostics Limited; and
• CARE Ratings (Africa) Private Limited
Name: Dr. Madasamy Mathisekaran 66 • S K Madasamy & Krishnammal Educational
Designation: Non-Executive Independent Trust; and
Director • CARE Advisory Research and Training Limited
DIN: 03584338
Date of Appointment: August 19, 2019
Qualification: Indian Engineering Services
Occupation: Professional
Name: Sonal Gunvant Desai 65 • Sharda Cropchem Limited;
Designation: Non-Executive Independent • Mobilizing Minds Consulting Private Limited; and
Director • CARE Risk Solutions Private Limited
DIN: 08095343
Date of Appointment: March 30, 2019
Qualification: FCA and B.Com.
Occupation: Professional
Name: Shubhangi Soman 60 • Swayantra Solutions Private Limited
Designation: Non-Executive Non-Independent
Director
DIN: 09476059
Date of Appointment: January 28, 2022
Qualification: Chartered Accountant
Occupation: Professional
Name: Mehul Pandya 50 • CARE Advisory Research and Training Limited;
Designation: Managing Director & CEO • CARE Risk Solutions Private Limited;
DIN: 07610232 • CARE Ratings (Africa) Private Limited;
Date of Appointment: July 29, 2022
• CARE Ratings Nepal Limited;
Qualification: BE, MBA, CFA
Occupation: Professional • Association of Indian Rating Agencies; and
• Association of Credit Rating Agencies in Asia

Changes in the Board of Directors during the last three years:

The following table provides the details regarding the changes in the Board of Directors of the Company as on the date of
filing of this Letter of Offer:

Sr. Name of the Director and DIN Appointment/ Effective Reasons

No. Designation Resignation Date
1 Sadhana Dhamane 01062315 Resignation August 6, Resignation
Non-Executive Director 2019
2 S. B. Mainak 02531129 Resignation February 11, Resignation
Non-Executive Independent 2020
Director
3 Rajesh Mokashi 02781355 Resignation December 20, Resignation as
Managing Director 2019 Managing Director
4 Najib Shah 08120210 Re- September 26, Re-appointed as an

26
 Non-Executive Independent Appointment 2022 Independent Director
Director, Chairman
5 Adesh Kumar Gupta 00020403 Re- September 14, Re-appointed as an
Non-Executive Independent appointment 2021 Independent Director
Director
6 Ananth Narayan Gopalakrishnan 05250681 Appointment August 19, Appointed as an
Non-Executive Independent 2019 Independent Director
Director
7 Madasamy Mathisekaran 03584338 Re- September 26, Re-appointed as an
Non-Executive Independent appointment 2022 Independent Director
Director
8 Sonal Gunvant Desai 08095343 Re- September 26, Re-appointed as an
Non-Executive Independent appointment 202 Independent Director
Director
9 Shubhangi Soman 09476059 Appointment January 28, Appointed as a Non-
Non-Executive Director 2022 Executive Director
10 Ajay Mahajan 05108777 Appointment April 15, Appointed as
Managing Director and CEO 2020 Managing Director
and CEO
11 Ajay Mahajan 05108777 Resignation May 31, 2022 Resigned as Managing
Managing Director and CEO Director and CEO
12 Mehul Pandya 07610232 Appointment July 29, 2022 Appointed as
Managing Director and CEO Managing Director
and CEO
13 Ananth Narayan Gopalakrishnan 05250681 Resignation September 5, Resignation as Non-
Non-Executive Independent 2022 Executive Independent
Director Director

The Buy-back will not result in any benefit to any Directors of the Company / group companies except to the extent of
their intention to participate in the Buy-back and actual participation in the Buy-back and the change in their
shareholding as per the response received in the Buy-back, as a result of the extinguishment of Equity Shares which will
lead to a reduction in the Equity Share Capital of the Company, post Buy-back.

27
 FINANCIAL INFORMATION ABOUT THE COMPANY

Summary of the financial information of the Company

The Company prepares its financial statements in accordance with Indian Accounting Standards prescribed under Section
133 of the Companies Act 2013, read with the relevant rules issued thereunder.

On a standalone basis

The salient financial information of the Company extracted from the audited standalone financial statements for
last three years being March 31, 2022, March 31, 2021 and March 31, 2020 are given below:

( ₹ in Lacs)
For the year For the year
For the year ended
ended March 31, ended March 31,
March 31, 2021
Key Financials 2022 (2) 2020
(1) (3)

(Audited) (Audited) (Audited)

Revenue from Operations 21,927.29 21,966.45 21,910.23
Other Income 2,836.12 3,211.57 3,133.60
Total Income 24,763.41 25,178.02 25,043.83
Total Expenses (excluding finance cost & depreciation and 13,327.04 13,139.35 14,254.52
amortisation and Exceptional Items)
Finance cost / Interest 39.64 56.68 73.87
Depreciation and amortisation 698.82 708.90 690.75
Exceptional Items: Expense / (Income) NIL NIL NIL
Profit Before Tax 10,697.91 11,273.09 10,024.69
Provisions for Tax (including Deferred Tax) 2,250.67 2,690.38 1,974.51
Profit/(Loss) discontinuing operation NIL NIL NIL
Profit/ (Loss) After Tax 8,447.24 8,582.71 8,050.18
Paid-up Equity Share Capital 2,964.65 2,946.12 2,946.12
Other Equity, excluding revaluation reserves & Misc. 62,058.29 55,381.51 50,211.98
expenditures to the extent not written off
Total Equity, excluding revaluation reserves & Misc. 65,022.94 58,327.63 53,158.10
expenditures to the extent not written off
Debt, excluding working capital loans NIL NIL NIL
Total Debt NIL NIL NIL

(1) Figures have been extracted from Audited Standalone Financial Statements for the Financial Year ended on March
31, 2022
(2) Figures have been extracted from Audited Standalone Financial Statements for the Financial Year ended on March
31, 2021, as the figures for the Financial Year ended on March 31, 2021 were regrouped / restated in the Audited
Financial Statements for the Financial Year ended on March 31, 2022
(3) Figures have been extracted from Audited Standalone Financial Statements for the Financial Year ended on March
31, 2020, as the figures for the Financial Year ended on March 31, 2020 were restated in the Audited Standalone
Financial Statements for the Financial Year ended on March 31, 2021

28
 Financial Ratios as per audited standalone financial statements are as under:

Particulars For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2022 2021 2020

(Audited) (Audited) (Audited)

Earnings per Share (₹) (Basic) 28.62 29.13 27.32

Earnings per Share (₹) (Diluted) 28.47 29.08 27.32

Debt/ Equity Ratio N.A. N.A. N.A.

Book Value (₹ per Share) 219.33/- 197.98/- 180.43/-

Return on Net worth (%) 12.99% 14.71% 15.14%

Total Debt/ Net worth (%) N.A. N.A. N.A.

Notes:
1. Net worth = Equity Capital + Other Equity – Miscellaneous Expenditure, excluding revaluation reserves.
2. Total Debt = Long Term Borrowings + Short Term Borrowings + Current Maturities of Long Term Borrowings.

Key Ratios basis:

Earnings per Share- Basic (₹) Net profit attributable to the equity shareholders / Weighted average number
of Shares outstanding during the year

Book Value per Share (₹) (Paid up Equity Share Capital + Other Equity) / No. of Equity Shares

Return on Networth excluding Net Profit After Tax/ Net Worth excluding revaluation reserves
revaluation reserves (%)

Debt- Equity Ratio Total Debt/ Net Worth excluding revaluation reserves

On a consolidated basis

The salient financial information of the Company extracted from the audited consolidated financial statements for
last three years being March 31, 2022, March 31, 2021 and March 31, 2020 are given below:

(₹ in Lacs)
For the year For the year
For the year ended
ended March 31, ended March 31,
March 31, 2021
Key Financials 2022 (2) 2020
(1) (3)

(Audited) (Audited) (Audited)

Revenue from Operations 24,763.28 24,844.69 24,364.03
Other Income 2,719.11 3,129.36 3,146.76
Total Income 27,482.39 27,974.05 27,510.79
Total Expenses (excluding finance cost & depreciation and 16,802.42 15,267.38 16,231.99
amortisation and Exceptional Items)
Finance cost / Interest 46.38 61.75 92.75
Depreciation and amortisation 770.59 780.22 776.79

29
 Exceptional Items: Expense / (Income) NIL NIL NIL
Profit Before Tax (share of profit 9,863.00 11,864.70 10,409.26
of an associate and tax)
Share of Profit of an associate NIL NIL NIL
Provisions for Tax (including Deferred Tax) 2,180.10 2,768.13 2,061.30
Profit/(Loss) discontinuing operation NIL NIL NIL
Profit/ (Loss) After Tax 7,682.90 9,096.57 8,347.96
Paid-up Equity Share Capital 2,964.65 2,946.12 2,946.12
Other Equity, excluding revaluation reserves & Misc. 61,784.81 55,935.96 50,380.27
expenditures to the extent not written off
Total Equity, excluding revaluation reserves & Misc. 64,749.46 58,882.08 53,326.39
expenditures to the extent not written off
Debt, excluding working capital loans NIL NIL NIL

(1) Figures have been extracted from Audited Consolidated Financial Statements for the Financial Year ended on March
31, 2022
(2) Figures have been extracted from Audited Consolidated Financial Statements for the Financial Year ended on March
31, 2021, as the figures for the Financial Year ended on March 31, 2021 were regrouped / restated in the Audited
consolidated Financial Statements for the Financial Year ended on March 31, 2022
(3) Figures have been extracted from Audited Consolidated Financial Statements for the Financial Year ended on March
31, 2020, as the figures for the Financial Year ended on March 31, 2020 were restated in the Audited Consolidated
Financial Statements for the Financial Year ended on March 31, 2021

Financial Ratios as per audited consolidated financial statements are as under:

Particulars For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2022 2021 2020
(Audited) (Audited) (Audited)
Earnings per Share (₹) (Basic) 25.45 30.38 27.96

Earnings per Share (₹) (Diluted) 25.31 30.33 27.96

Debt/ Equity Ratio N.A. N.A. N.A.

Book Value (₹ per Share) 218.40/- 199.86/- 181.01/-

Return on Net worth (%) 11.87% 15.45% 15.65%

Total Debt/ Net worth (%) N.A. N.A. N.A.

Notes:
1. Net worth = Equity Capital + Other Equity – Miscellaneous Expenditure.
2. Total Debt = Long Term Borrowings + Short Term Borrowings + Current Maturities of Long Term Borrowings.

Key Ratios basis:

Earnings per Share- Basic (₹) Net profit attributable to the equity shareholders / Weighted average number of
Shares outstanding during the year

Book Value per Share (₹) (Paid up Equity Share Capital + Other Equity) / No. of Equity Shares Subscribed

30
Return on Networth excluding Net Profit After Tax/ Net Worth excluding revaluation reserves
revaluation reserves (%)

Debt- Equity Ratio Total Debt/ Net Worth

Confirmations

The Company confirms that it will comply with the provisions of the Takeover Regulations, if applicable.

The Company confirms that it has complied with the provisions of Sections 68, 69 and 70 of the Companies Act and the
Companies (Share Capital and Debentures) Rules, 2014, as may be applicable to the Buy-back.

31
 STOCK MARKET DATA

The Equity Shares were listed on the BSE and NSE on December 26, 2012.

Market Price of the Equity Shares in the last three financial years on the stock exchange

The market price of the Equity Shares in the last three financial years on the NSE is provided below:

Period High* Low* Average Price Total volume traded

High Date of High No. of Equity Low Date of Low No. of Equity Shares (₹ )*
Shares Traded Traded
Fiscal 2022 791.00 July 2, 2021 18,71,839 414.00 April 6, 2021 2,28,952 617.84 6,03,69,360
Fiscal 2021 607.70 December 7, 2020 2,77,178 296.15 October 30, 2020 1,02,910 427.32 4,77,35,307
Fiscal 2020 1,010.10 June 3, 2019 64,629 235.00 March 25, 2020 & 82,210 & 2,54,397 661.36 5,25,69,484
March 26, 2020
Source: www.nseindia.com
*High and Low price for the period are based on intra day prices and Average Price is based on average of closing price.

The monthly market prices on the NSE during the six-month preceding the Public Announcement and the total volume of Equity Shares traded on the stock exchange is provided
below:

Period High* Low* Average Total

High Date of High No. of Equity Low Date of Low No. of Equity Price (₹ volume
Shares Traded Shares )* traded
Traded
August 2022 522.00 August 26, 2022 2,17,042 452.20 August 1, 2022 1,10,084 484.75 20,52,647
July 2022 492.00 July 13, 2022 43,75,257 410.15 July 1, 2022 38,857 440.83 69,03,388
June 2022 485.40 June 1, 2022 79,504 406.00 June 20, 2022 23,630 437.16 7,72,254
May 2022 475.90 May 31, 2022 69,412 403.00 May 11, 2022 & 1,56,922 & 436.31 30,31,409
May 19, 2022 6,45,276
April 2022 579.00 April 6, 2022 1,30,263 450.00 April 27, 2022 19,06,580 538.94 59,07,157
March 2022 554.80 March 2, 2022 65,999 494.55 March 8, 2022 1,33,455 513.91 19,82,590
Source: www.nseindia.com
*High and Low price for the period are based on intra day prices and Average Price is based on average of closing price.

32
The market price of the Equity Shares in the last three financial years on the BSE is provided below:

Period High* Low* Average Price (₹ )* Total volume traded

High Date of High No. of Equity Low Date of Low No. of Equity
Shares Traded Shares Traded
Fiscal 2022 791.15 July 2, 2021 1,34,562 410.00 April 6, 2021 11,009 617.87 56,98,651
Fiscal 2021 588.00 December 3, 2020 20,451 296.05 November 2, 2020 9,227 427.36 47,97,265
Fiscal 2020 1,019.00 June 6, 2019 420 236.45 March 25, 2020 4,194 661.26 42,05,200
Source: www.bseindia.com
*High and Low price for the period are based on intra day prices and Average Price is based on average of closing price.

The monthly market prices on the BSE during the six-month preceding the Public Announcement and the total volume of Equity Shares traded on the stock exchange is provided
below:

Period High* Low* Average Price (₹ )* Total volume traded

High Date of High No. of Equity Low Date of Low No. of Equity
Shares Traded Shares Traded
August 2022 521.80 August 26, 2022 24,172 452.75 August 1, 2022 5,441 484.72 1,70,382
July 2022 492.25 July 13, 2022 1,87,878 410.60 July 1, 2022 1,635 440.55 3,90,729
June 2022 485.35 June 1, 2022 22,015 405.35 June 20, 2022 4,388 437.03 98,325
May 2022 475.95 May 31, 2022 7,894 402.75 May 11, 2022 17,515 436.17 2,99,558
April 2022 578.20 April 6, 2022 15,443 450.00 April 27, 2022 1,49,152 539.04 16,94,218
March 2022 556.00 March 2, 2022 7,437 495.20 March 8, 2022 24,740 514.26 4,59,774
Source: www.bseindia.com
*High and Low price for the period are based on intra day prices and Average Price is based on average of closing price.

Notice of the board meeting convened to consider the proposal of the Buy-back was given to the BSE and NSE on July 12, 2022. The closing market price of the Company’s Equity
Share on July 11, 2022 (being one trading day before the date on which the notice was sent for board meeting in which the Buy-back proposal was to be approved), on BSE was ₹
419.75 and on NSE was ₹ 419.55. The Board, at its meeting held on July 20, 2022, approved the proposal for the Buy-back and the outcome was sent to BSE and NSE on July 20,
2022. The closing market price of the Company’s Equity Share on July 19, 2022 i.e. one trading prior to the Board Meeting Date on BSE was ₹ 458.25 and on NSE was ₹ 458.30. The
closing market price of the Company’s Equity Share on July 20, 2022 i.e. Board Meeting Date on BSE was ₹ 468.75 and on NSE was ₹ 468.55. The closing market price of the
Company’s Equity Share on July 21, 2022 i.e. immediately after date of Board Approval on BSE was ₹ 451.50 and on NSE was ₹ 451.90. The closing market price of the Company’s
Equity Share on September 2, 2022 i.e. the date of declaration of postal ballot results and being the last trading day before the date of Public Announcement, as date of Public
Announcement i.e. September 3, 2022 being a non-trading day, on BSE was ₹ 507.95 and on NSE was ₹ 508.35.

33
 DETAILS OF STATUTORY APPROVALS

The Buy-back is subject to approvals, if any, required under the provisions of the Companies Act, the Buy-back
Regulations and/or such other applicable laws for the time being in force.

1. The Buy-back has been approved by the Board of Directors in their meeting held on July 20, 2022.

2. The Buy-back has been approved by the Shareholders by special resolution through postal ballot, the results of
which were declared on September 2, 2022.

3. The Buy-back of Equity Shares from Non-Resident Shareholders will be subject to approvals, if any, of the
appropriate authorities, including RBI as may be required. It is the obligation of such Non-Resident Shareholders, to
obtain such approvals and submit such approvals along with the tender form, so as to enable them to tender equity
shares in the Buy-back and for the Company to purchase such Equity Shares, tendered. The Company will have the
right to make payment to the Eligible Shareholders in respect of whom no prior RBI approval is required and not
accept Equity Shares from the Eligible Shareholders in respect of whom prior RBI approval is required in the event
copies of such approvals are not submitted.

4. By agreeing to participate in the Buy-back, each Eligible Shareholder (including each Non-Resident Shareholder)
undertakes to complete all relevant regulatory/statutory filings and compliances to be made by it under applicable
law, including filing of Form FC-TRS. Further, by agreeing to participate in the Buy-back, each Eligible
Shareholder hereby (a) authorises the Company to take all necessary action, solely to the extent required, and if
necessary, to be undertaken by the Company, for making any regulatory/statutory filings and compliances on behalf
of such Shareholder; and (b) undertakes to provide the requisite assistance to the Company for making any such
regulatory/statutory filings and compliances.

5. As of date, there is no other statutory or regulatory approval required to implement the Buy-back Offer, other than
that indicated above. If any statutory or regulatory approval becomes applicable subsequently, the Buy-back will be
subject to such statutory or regulatory approval(s). In the event of any delay in receipt of any statutory/regulatory
approvals, changes to the proposed timetable of the Buy-back Offer, if any, shall be intimated to BSE and NSE.

6. The Buy-back from the Eligible Shareholders who are residents outside India including foreign corporate bodies
(including erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians, members of
foreign nationality, if any, shall be subject to the FEMA and rules and regulations framed thereunder, if any, Income
Tax Act, 1961 and rules and regulations framed thereunder, as applicable, and also subject to the receipt/provision
by such Eligible Shareholders of such approvals, if and to the extent necessary or required from concerned
authorities including, but not limited to, approvals from the RBI under the FEMA and rules and regulations framed
thereunder, if any.

7. The reporting requirements for non-resident shareholders under RBI, FEMA, as amended and any other rules,
regulations, guidelines, for remittance of funds, shall be made by the Eligible Shareholders and/or the Shareholder
Broker through which the Eligible Shareholder places the bid.

8. In case of non-receipt of the completed tender form and other documents, but receipt of Equity Shares in the
accounts of the Clearing Corporation and a valid bid in the exchange bidding system, the bid by such Eligible
Shareholder shall be deemed to have been accepted.

34
 PROCESS AND METHODOLOGY OF BUY-BACK

The Company proposes to Buy-back up to 23,68,000 Equity Shares representing 7.99% of the total issued and paid-up
equity share capital of the Company, at a price of ₹ 515/- (Rupees Five Hundred and Fifteen only) per Equity Share
payable in cash for an aggregate amount not exceeding ₹ 1,21,95,20,000/- (Rupees One Hundred Twenty One Crore
Ninety Five Lakhs and Twenty Thousand only). The Buy-back Size represents 19.30% and 19.39% of the aggregate of
fully paid-up Equity Share Capital and free reserves (including securities premium) as per latest audited standalone and
consolidated financial statements of the Company for the financial year ended March 31, 2022, respectively from the
Eligible Shareholders on a proportionate basis through the tender offer process prescribed under Regulation 4(iv)(a) of
the Buy-Back Regulations, in accordance with the Articles of Association, provisions of the Sections 68, 69, 70 and any
other applicable provisions of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the
Companies (Management and Administration) Rules, 2014 and in compliance with the Buy-back Regulations. The Board
approved the Buy-back, at their meeting held on July 20, 2022. The Equity Shareholders approved the Buy-back by way
of a special resolution through postal ballot, the results of which were announced on September 2, 2022. The Buy-back is
subject to receipt of any approvals of statutory, regulatory or governmental authorities as may be required under
applicable laws, including SEBI and the Stock Exchanges.

The Company expresses no opinion as to whether Eligible Shareholders should participate in the Buy-back and,
accordingly, Eligible Shareholders are advised to consult their own advisors to consider participation in the Buy-back.

In terms of the Buy-back Regulations, under the ‘Tender Offer’ process, the promoters of the Company have the option
to participate in the Buy-back. However, the Company is professionally managed and does not have any identifiable
promoters or promoter group or persons in control. Therefore, the disclosure of intention of the promoter, promoter group
and persons in control to tender Equity Shares in the Buy-back is not applicable.

Record Date and Ratio of Buy-back as per the Buy-back Entitlement in each Category:

The Company has approved September 14, 2022 as the Record Date for the purpose of determining the Buy-back
Entitlement and the names of the Shareholders, who are eligible to participate in the Buy-back.

The Equity Shares to be bought back as a part of this Buy-back is divided into two categories:

(i) Reserved category for Small Shareholders (“Reserved Category”); and

(ii) General Category for other Eligible Shareholders (“General Category”).

As defined in the Buy-back Regulations, Small Shareholder includes a shareholder, who holds shares whose market
value, on the basis of closing price on the recognized stock exchange registering the highest trading volume, as on
Record Date, is not more than ₹ 2,00,000. For the purposes of classification of a shareholder, as a “small shareholder”,
multiple demat accounts having the same permanent account number, in case of securities held in the demat form, or
joint holders with identical sequence of names, in case of securities held in the physical form, are to be clubbed together.
As on Record Date, the closing price on NSE, having the highest trading volume, was ₹ 523.80 per Equity Share.
Accordingly, all Eligible Shareholders holding not more than 381 Equity Shares as on the Record Date are classified as
‘Small Shareholders’ for the purpose of the Buy-back.

Based on the above definition, there are 66,364 Small Shareholders in the Company with aggregate shareholding of
31,90,841 Equity Shares as on Record Date, which constitutes 10.76% of the total paid-up Equity Share capital of the
Company and 134.75% of the maximum number of Equity Shares which the Company proposes to buy back as a part of
this Buy-back. 2,64,58,039 Equity Shares were held by the other Eligible Shareholders in the General Category as on the
Record Date.

In compliance with Regulation 6 of the Buy-back Regulations, the reservation for the Small Shareholders, will be higher
of:

(i) 15% of the number of Equity Shares which the Company proposes to Buy-back i.e. 15% of 23,68,000 Equity
Shares, being 3,55,200 Equity Shares; or

(ii) The number of Equity Shares entitled as per their shareholding as on Record Date i.e. (31,90,841/2,96,48,880) x
23,68,000, being 2,54,847 Equity Shares.

All the outstanding Equity Shares have been used for computing the Buy-back Entitlement of Small Shareholders.

35
Based on the above and in accordance with Regulation 6 of the Buy-back Regulations, 3,55,200 Equity Shares have been
reserved for Small Shareholders. Accordingly, General Category for all other Equity Shareholders shall consist of
20,12,800 Equity Shares.

Based on the above Buy-back Entitlements, the Ratio of Buy-back for both categories is decided as below:

Category of Shareholders Ratio of Buy-back*

Reserved category for Small Shareholders 60 Equity Shares for every 539 Equity Shares held on the
Record Date
General category for all other Eligible Shareholders 69 Equity Shares for every 907 Equity Shares held on the
Record Date
* The ratio of Buy-back indicated above is approximate and provides an indication of the Buy-back Entitlement. Any computation of entitled Equity
Shares using the above ratio of Buy-back may provide a slightly different number due to rounding-off. The actual Buy-back Entitlement for reserved
category for Small Shareholders is 11.1318614747648% and general category for all other Eligible Shareholders is 7.6075177000079%.

Clubbing of Entitlement

In order to ensure that the same Eligible Seller with multiple demat accounts/ folios do not receive a higher entitlement
under the Small Shareholder category, the Equity Shares held by such Eligible Seller with a common Permanent Account
Number (“PAN”) shall be clubbed together for determining the category (Small Shareholder or General) and entitlement
under the Buy-back. In case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs of the
joint shareholders is identical shall be clubbed together. In case of Eligible Sellers holding physical shares, where the
sequence of PANs is identical and where the PANs of all joint shareholders are not available, the Registrar will check the
sequence of the names of the joint holders and club together the Equity Shares held in such cases where the sequence of
the PANs and name of joint shareholders are identical. The shareholding of institutional investors like mutual funds,
insurance companies, foreign institutional investors/ foreign portfolio investors etc. with common PAN are not proposed
to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are
held for different schemes/ sub-accounts and have a different demat account nomenclature based on information prepared
by the Registrar as per the shareholder records received from the depositories. Further, the Equity Shares held under the
category of “clearing members” or “corporate body margin account” or “corporate body – broker” as per the beneficial
position data as on Record Date with common PAN are not proposed to be clubbed together for determining their
entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalf of clients.

Fractional Entitlements

If the Buy-back Entitlement under the Buy-back, after applying the abovementioned ratios to the Equity Shares held on
Record Date, is not a round number (i.e. not in the multiple of one Equity Share), then the fractional entitlement shall be
ignored for computation of Buy-back Entitlement to tender Equity Shares in the Buy-back for both categories of Eligible
Shareholders.

On account of ignoring the fractional entitlement, those Small Shareholders who hold 8 (Eight) or less Equity Shares as
on Record Date will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled to tender
Additional Equity Shares as part of the Buy-back and will be given preference in the Acceptance of one Equity Share, if
such Small Shareholders have tendered for Additional Equity Shares.

Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders

Subject to the provisions contained in this Letter of Offer, the Company will accept the Equity Shares tendered in the
Buy-back by the Small Shareholders in the Reserved Category in the following order of priority:

a) Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category, who have validly
tendered their Equity Shares to the extent of their Buy-back Entitlement or the number of Equity Shares
tendered by them, whichever is less.

b) Post the acceptance as described above, in case there are any Equity Shares left to be bought back from Small
Shareholders in the Reserved Category, the Small Shareholders who were entitled to tender zero Equity Shares
(on account of ignoring the fractional entitlement), and have tendered Additional Equity Shares as part of the
Buy-back, shall be given preference and one share each from the Additional Equity Shares applied by these
Small Shareholders shall be bought back in the Reserved Category.

c) Post the acceptance as described above, in case there are any Equity Shares left to be bought back in the
Reserved Category, the Additional Equity Shares tendered by the Small Shareholders over and above their Buy-

36
 back Entitlement, shall be accepted in proportion of the Additional Equity Shares tendered by them and the
Acceptance per Small Shareholder shall be made in accordance with the Buy-back Regulations, that is, valid
Acceptances per Small Shareholder shall be equal to the Additional Equity Shares validly tendered by the Small
Shareholder divided by the total Additional Equity Shares validly tendered and multiplied by the total pending
number of Equity Shares to be accepted in Reserved Category. For the purpose of this calculation, the
Additional Equity Shares taken into account for such Small Shareholders, from whom one Equity Share has
been Accepted in accordance with the above, shall be reduced by one.

d) Adjustment for fractional results in case of proportionate Acceptance, as described above:

i. For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
proportionate basis is not in the multiple of one and the fractional Acceptance is greater than or equal to
0.50, then the fraction would be rounded off to the next higher integer.

ii. For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a
proportionate basis is not in the multiple of one and the fractional Acceptance is less than 0.50, then the
fraction shall be ignored.

In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buy-back Committee or any
person(s) authorized by the Buy-back Committee will have the authority to decide such final allocation with respect to
such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as
set out in the process described in section entitled “Process and Methodology of Buy-back” of this Letter of Offer.

Basis of Acceptance of Shares validly tendered in the General Category

Subject to the provisions contained in this Letter of Offer, the Company will accept the Equity Shares tendered in the
Buy-back by all other Eligible Shareholders in the General Category in the following order of priority:

a) Acceptance of 100% Equity Shares from other Eligible Shareholders in the General Category who have validly
tendered their Equity Shares, to the extent of their Buy-back Entitlement, or the number of Equity Shares
tendered by them, whichever is less.

b) Post the Acceptance as described above, in case there are any Equity Shares left to be bought back in the
General Category, the Additional Equity Shares tendered by the other Eligible Shareholders over and above
their Buy-back Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by them
and the acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per
shareholder shall be equal to the Additional Equity Shares validly tendered by the Eligible Shareholders divided
by the total Additional Equity Shares validly tendered in the General Category and multiplied by the total
pending number of Equity Shares to be Accepted in General Category.

c) Adjustment for fractional results in case of proportionate acceptance as described above:

i. For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on
a proportionate basis is not in the multiple of one and the fractional Acceptance is greater than or equal
to 0.50, then the fraction would be rounded off to the next higher integer.

ii. For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on
a proportionate basis is not in the multiple of one and the fractional Acceptance is less than 0.50, then
the fraction shall be ignored.

In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buy-back Committee or
any person(s) authorized by the Buy-back Committee will have the authority to decide such final allocation with
respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of
Equity Shares as set out in the process described in section entitled “Process and Methodology of Buy-back”.

Basis of Acceptance of Equity Shares between categories

a. In the event the Equity Shares tendered by the Small Shareholders in accordance with the process set out under
Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders above is
less than the Reserved Portion, Additional Equity Shares tendered by the Eligible Shareholders in the General
Category over and above their Buy-back Entitlement shall, in accordance with the Buy-back Regulations, be
Accepted in proportion of the Additional Equity Shares tendered by them i.e. valid acceptances per shareholder

37
 shall be equal to the Additional Equity Shares validly tendered by an Eligible Shareholder in the General Category
divided by the total Additional Equity Shares validly tendered in the General Category and multiplied by the
Additional Equity Shares that can be accepted due to shortfall in the Reserved Portion.

b. In the event the Equity Shares tendered by the Eligible Shareholders in the General Category in accordance with
the process set out under Basis of Acceptance of Equity Shares validly tendered in the General Category above of
the Letter of Offer is less than the General Portion, Additional Equity Shares tendered by the Eligible
Shareholders in the Reserved Category over and above their Buy-back Entitlement shall, in accordance with the
Buy-back Regulations, be Accepted in proportion of the Additional Equity Shares tendered by them i.e. valid
acceptances per shareholder shall be equal to the Additional Equity Shares validly tendered by an Eligible
Shareholder in the Reserved Category divided by the total Additional Equity Shares validly tendered in the
Reserved Category and multiplied by the Additional Equity Shares that can be accepted due to shortfall in the
General Portion.

c. A Small Shareholder who has received a Tender Form with zero Buy-back Entitlement and who has tendered
Additional Shares shall be eligible for priority Acceptance of one Equity Share before Acceptance, as mentioned
above, out of the Equity Shares left to be bought back in the General Category, provided no Acceptance could
take place from such Small Shareholder in accordance with the section entitled “Basis of Acceptance of Equity
Shares validly tendered in the Reserved Category for Small Shareholders”.

d. Adjustment for fractional results in case of proportionate Acceptance, as described above:

i. For any Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate
basis is not a multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction
would be rounded off to the next higher integer.

ii. For any Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate
basis is not in the multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be
ignored.

iii. In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Board or any person(s)
authorized by the Board will have the authority to decide such final allocation with respect to such rounding-
off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out
in the process described in Paragraph Process and Methodology for the Buy-back.

For avoidance of doubt, it is clarified that, in accordance with the clauses above:

• Shares accepted under the Buy-back from each Eligible Shareholder, shall be lower of the following:

o the number of Shares tendered by the respective Shareholder; or

o the number of Shares held by the respective Shareholder, as on the Record Date

• Shares tendered by any Eligible Shareholder over and above the number of Shares held by such Eligible
Shareholder as on the Record Date shall not be considered for the purpose of acceptance.

In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, the Buy-back
Committee or any person(s) authorized by the Buy-back Committee will have the authority to decide such final
allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares
after allocation of Equity Shares as set out in the process described in section entitled “Process and
Methodology of Buy-back” of this Letter of Offer.

38
 PROCEDURE FOR TENDERING SHARES AND SETTLEMENT

The Buy-back shall be available to all Eligible Shareholders holding Equity Shares either in physical or dematerialized
form on the Record Date.

The Buy-back shall be undertaken on a proportionate basis through the tender offer process prescribed under Regulation
4(iv)(a) of the Buy-back Regulations. Additionally, the Buy-back shall, subject to applicable laws, be facilitated by
tendering of Equity Shares by the Shareholders and settlement of the same, through the stock exchange mechanism as
specified in the SEBI Circulars. The Letter of Offer and Tender Form, outlining the terms of the Buy-back as well as the
detailed disclosures as specified in the Buy-back Regulations, shall be sent through electronic means to Eligible
Shareholder(s) who have registered their e-mail ids with the depositories/the Company, and for those Eligible
Shareholder(s) who have not registered their e-mail ids with the depositories/the Company, the Letter of Offer shall be
dispatched through physical mode by registered post/speed post/courier. In case of non-receipt of Letter of Offer and the
Tender Form, please follow the procedure mentioned in this Section.

The Company will not accept any Equity Shares offered for Buy-back which are under any restraint order of a court for
transfer/sale of such shares. The Company shall comply with Regulation 24(v) of the Buy-back Regulations which states
that the Company shall not Buy-back the locked-in Equity Shares and non-transferable Equity Shares till the pendency of
the lock-in or till the Equity Shares become transferable. The Company shall accept all the Equity Shares validly
tendered for the Buy-back by Eligible Shareholders, on the basis of their Buy-back Entitlement as on the Record Date.

As disclosed in the section entitled “Process and Methodology of Buy-back” on page 35 of this Letter of Offer, the
Equity Shares proposed to be bought as a part of the Buy-back is divided into two categories; (a) Reserved Category for
Small Shareholders; and (b) the General Category for other Eligible Shareholders, and the Buy-back Entitlement of an
Eligible Shareholders in each category shall be calculated accordingly.

After Accepting the Equity Shares tendered on the basis of Buy-back Entitlement, Equity Shares left to be bought as a
part of the Buy-back, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over and
above their Buy-back Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible Shareholders
who have tendered over and above their Buy-back Entitlement, in any other category.

The non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any person who is
eligible to receive the same to participate in the Buy-back, shall not invalidate the offer to any person who is eligible to
receive this offer under the Buy-back. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity
Shares as on Record Date may participate in the offer by providing their application in plain paper in writing signed by
such Eligible Shareholder, stating the name of the Eligible Shareholder, address of the Eligible Shareholder, number of
Equity Shares held, Client ID number, DP name, DP ID number, number of Equity Shares tendered and other relevant
documents such as physical Equity Share certificate and Form SH 4 in case of Equity Shares being held in physical form.
Eligible Shareholders have to ensure that their bid is entered in the electronic platform to be made available by the
recognized stock exchange before the closure of the Buy-back.

Process and Methodology

Process

The Buy-back is open to all Shareholders holding Equity Shares as on Record Date, in both physical form and
dematerialized form.

The Buy-back will be implemented by the Company through the mechanism provided by the Stock Exchanges through
the Acquisition Window in accordance with the Buy-back Regulations and the SEBI Circulars.

The Company has appointed DAM Capital Advisors Limited, as the registered broker to the Company to facilitate the
process of tendering of Equity Shares through the stock exchange mechanism for the Buy-back. In the tendering process,
the Company Broker may also process the orders received from the Shareholders. The details of the Company Broker are
as follows:

Name: DAM Capital Advisors Limited

One BKC, Tower C, 15th Floor, Unit No. 1511,

39
Bandra Kurla Complex, Bandra (East),
Mumbai 400 051, Maharashtra, India
Tel: +91 22 4202 2500;
Email id: rajesh@damcapital.in;
Website: www.damcapital.in
Contact person: Rajesh Tekadiwala
SEBI Registration Number: INZ000207137;
Validity Period: Permanent;
CIN: U99999MH1993PLC071865

Methodology

Placing of orders

The placing of orders through the Acquisition Window will take place during the trading hours of the secondary market.
Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buy-back would have to
do so through their respective Shareholder Broker by indicating to their broker the details of Equity Shares they intend to
tender in the Buy-back. Eligible Shareholders who are holding Equity Shares in the physical form and intend to
participate in the Buy-back will be required to approach their respective stock brokers (the “Shareholder Broker”) along
with the complete set of documents for verification procedures to be carried out. The documents include the (i) original
share certificate(s), (ii) valid share transfer form(s) duly filled and signed by the transferors (i.e. by all registered Eligible
Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the
appropriate place authorizing the transfer in favor of the Company, (iii) self-attested copy of the Eligible Shareholder’s
PAN Card, (iv) any other relevant documents such as power of attorney, corporate authorization (including board
resolution/specimen signature), notarized copy of death certificate and succession certificate or probated will, if the
original shareholder has deceased, as may be applicable. In addition, if the address of the Eligible Shareholder has
undergone a change from the address reflected in the Register of Members of the Company, the Eligible Shareholder
would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (i)
valid Aadhar Card, (ii) Voter Identity Card or (iii) Passport.

The requirement of documents and procedures may vary from broker to broker.

The Acquisition Window will be provided by the Stock Exchanges to facilitate placing of sell orders. The details of the
platform will be as specified by the Stock Exchanges, from time to time.

All Eligible Shareholders, through their respective Shareholder Brokers will be eligible to place orders in the
“Acquisition Window”.

All Eligible Shareholders can enter orders for Equity Shares in demat form as well as Equity Shares in physical form.

During the Buy-back Period, the trading members will have to ensure that the order for selling Equity Shares is placed on
behalf of Eligible Shareholders. During order entry, members can enter orders for dematerialized as well as physical
shares.

Procedure to be followed by Shareholders holding Equity Shares in dematerialized form

Eligible Shareholders who desire to tender Equity Shares held by them in dematerialized form in the Buy-back would
have to do so through their respective Shareholder Broker by indicating to such Shareholder Broker the details of the
Equity Shares they intend to tender under the Buy-back.

The Shareholder Broker would be required to place an order/bid on behalf of the Eligible Shareholders who wish to
tender Equity Shares in the Buy-back using the acquisition window of the Stock Exchanges. Before placing an order/bid,
the Eligible Shareholder would be required to transfer the tendered Equity Shares to a special account of the clearing
corporation (the “Clearing Corporation”) by using the early pay-in mechanism as prescribed by the Stock Exchanges or
the Clearing Corporation prior to placing the bid by the Shareholder Broker (the “Special Account”).

The details of the Special Account and the settlement number shall be provided in the issue opening circular that will be
issued by Stock Exchanges and/or the Clearing Corporation.

40
A lien shall be marked in demat account of the Eligible Shareholders for the Equity Shares tendered in the Buy-back. The
details of Equity Shares marked as lien in the demat account of the Eligible Shareholders shall be provided by
Depositories to the Clearing Corporation.

In case, the demat account of the Eligible Shareholders is held in one depository and clearing member pool and clearing
corporation account is held with other depository, the Equity Shares tendered under the Buy-back shall be blocked in the
shareholders demat account at the source depository during the tendering period. Inter Depository Tender Offer (“IDT”)
instruction shall be initiated by shareholder at source depository to clearing member pool/ clearing corporation account at
target depository. Source depository shall block the shareholder’s securities (i.e., transfers from free balance to blocked
balance) and sends IDT message to target depository for confirming creation of lien. Details of shares blocked in the
shareholders demat account shall be provided by the target Depository to the Clearing Corporation.

For custodian participant orders, for dematerialized Equity Shares, early pay-in is mandatory prior to confirmation of the
order by the custodian participant. The custodian participant shall either confirm or reject the orders not later than the
closing of trading hours on the last day of the tendering period. Thereafter, all unconfirmed orders shall be deemed to be
rejected. For all confirmed custodian participant orders, order modification shall revoke the custodian participant
confirmation and the revised order shall be sent to the custodian participant again for confirmation.

Upon placing the bid, the Shareholder Broker shall provide TRS generated by the Exchange Bidding System to the
Eligible Shareholder on whose behalf the bid has been placed. The TRS will contain the details of order submitted such
as bid ID number, application number, Depository Participant ID, client ID, number of Equity Shares tendered, etc.

In case of non-receipt of the completed tender form and other documents, but receipt of Equity Shares in the accounts of
the Clearing Corporation and a valid bid in the Exchange Bidding System, the bid by such Eligible Shareholder shall be
deemed to have been accepted.

In case of demat Equity Shares, submission of Tender Form and TRS is not required. After the receipt of the demat
Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Buy-back shall be deemed
to have been accepted, for Eligible Shareholders holding Equity Shares in demat form.

The Eligible Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in
case of return of Equity Shares due to rejection or due to prorated Buy-back decided by the Company. Further, Eligible
Shareholders will have to ensure that they keep the saving account attached with the DP account active and updated to
receive credit remittance due to acceptance of Buy-back of shares by the Company.

Procedure to be followed by Shareholders holding Equity Shares in physical form:

In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible
Shareholders holding Equity Shares in physical form can participate in the Buy-back. The procedure is as below:

Eligible Shareholders who are holding Equity Shares in the physical form and intend to participate in the Buy-back will
be required to approach their respective Shareholder Broker along with the complete set of documents for verification
procedures to be carried out. The documents include (i) the tender
form duly signed (by all Shareholders in case shares are in joint names) in the same order in which
they hold the shares (ii) original share certificate(s), (iii) valid share transfer form(s)/ Form SH-4 duly filled and signed
by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the
Company) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company, (iv) self-attested
copy of the Shareholder’s PAN Card, (v) any other relevant documents such as power of attorney, corporate authorization
(including board resolution/specimen signature), notarized copy of death certificate and succession certificate or probated
will, if the original shareholder has deceased, as may be applicable. In addition, if the address of the Shareholder has
undergone a change from the address reflected in the Register of Members of the Company, the Shareholder would be
required to submit a self-attested copy of address proof consisting of any one of the following documents: (i) valid
Aadhar Card, (ii) Voter identity card, or (iii) Passport.

Based on the aforesaid documents, the Shareholder Broker shall place the bid on behalf of the Eligible Shareholder who
is holding Equity Shares in physical form and intend to tender Equity Shares in the Buy-back using the acquisition
window of the Stock Exchanges. Upon placing the bid, the Shareholder broker shall provide a TRS generated by the
Exchange Bidding System to the Eligible Shareholder. The TRS will contain the details of order submitted such as folio
number, Equity Share certificate number, distinctive number, number of Equity Shares tendered, etc.

41
Each Shareholder Broker or Shareholder is required to deliver the original share certificate(s) and documents as
mentioned in paragraph above along with the TRS (containing details of order submitted including the bid identification
number, the application number, DP ID, Client ID in case of dematerialized Equity Shares or the folio number, certificate
number, distinctive numbers and the number of Equity Shares tendered in case of Equity shares held in the physical form
and the number of Equity Shares tendered) either by registered post or courier or hand delivery to the RTA within two
days of bidding by such Shareholder Broker. The envelope should be super scribed as “CARE Ratings Buy-back”. One
copy of the TRS will be retained by RTA and it will provide acknowledgement of the same to such Shareholder Broker
or Shareholder.

Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless the
complete set of documents is submitted. Acceptance of the physical Equity Shares for Buy-back by the Company shall be
subject to verification as per the Buy-back Regulations and any further directions issued in this regard. The RTA will
verify such bids based on the documents submitted on a daily basis and till such time the BSE shall display such bids as
“unconfirmed physical bids”. Once, RTA confirms the bids, it will be treated as “Confirmed Bids”.

Modification or cancellation of orders will only be allowed during the tendering period of the Buy-back.

The cumulative quantity of Equity Shares tendered shall be made available on the website of the Stock Exchanges, at
NSE’s website: www.nseindia.com; BSE’s website: www.bseindia.com, throughout the trading session and will be
updated at specific intervals during the tendering period.

For Equity Shares held by Eligible Shareholders, being Non-Resident Shareholders

Eligible Shareholders, being Non-Resident Shareholders (excluding FIIs/FPIs) should also enclose a copy of the
permission received by them from the RBI, if applicable, to acquire the Equity Shares held by them in the Company.

In case the Equity Shares are held on repatriation basis, the Eligible Shareholder, being a Non-Resident Shareholder,
should obtain and enclose a letter from its authorised dealer/bank confirming that at the time of acquiring such Equity
Shares, payment for the same was made by such Eligible Shareholder, from the appropriate account as specified by RBI
in its approval. In case the Eligible Shareholder, being a Non Resident Shareholder, is not in a position to produce the
said certificate, the Equity Shares would be deemed to have been acquired on non-repatriation basis, and in that case, the
Eligible Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make the payment
on a non-repatriation basis in respect of the valid Equity Shares accepted under the Buy-back.

If any of the above stated documents (as applicable) are not enclosed along with the Tender Form, the Equity Shares
tendered by Eligible Shareholders, being Non-Resident Shareholders, under the Buy-back are liable to be rejected.

Acceptance of orders

The Registrar shall provide details of order acceptance to the Clearing Corporation within specified timelines.

Settlement of Equity Shares

Upon finalization of the basis of acceptance as per the Buy-back Regulations:

The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market and as
intimated by the Clearing Corporation from time to time, and in compliance with the SEBI Circulars.

The Company will pay the consideration to the Company’s Broker who will transfer the funds pertaining to the Buy-back
to the Clearing Corporation’s bank accounts as per the prescribed schedule. The settlement of fund obligation for
dematerialized shares shall be affected as per the SEBI circulars and as prescribed by BSE and Clearing Corporation
from time to time. For dematerialized shares accepted under the Buy-back, such beneficial owners will receive funds
payout in their bank account as provided by the depository system directly to the Clearing Corporation and in case of
physical shares, the Clearing Corporation will release the funds to the Shareholder Broker(s) as per secondary market
payout mechanism. If Eligible Shareholders’ bank account details are not available or if the funds transfer instruction is
rejected by RBI/ the concerned bank, due to any reason, such funds will be transferred to the concerned Shareholder
Broker’ settlement bank account for onward transfer to such Eligible Shareholders holding Equity Shares in
dematerialized form.

In case of Eligible Shareholders where there are specific RBI and other regulatory requirements pertaining to funds pay-
out, which do not opt to settle through custodians, the funds pay-out would be given to their respective Shareholder
Brokers settlement bank account for onward transfer to the Eligible Shareholders. For this purpose, the client type details

42
would be collected from the Depositories, whereas funds payout pertaining to the bids settled through custodians will be
transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism prescribed
by the Stock Exchanges and the Clearing Corporation from time to time.

The Equity Shares bought back in the dematerialised form would be transferred directly to the escrow account of the
Company (the “Demat Escrow Account”) from the Special Account.

Eligible Shareholder will have to ensure that they keep their depository participant (“DP”) account
active and unblocked to receive credit in case of return of Equity Shares, due to rejection or due to
non-acceptance of shares under the Buy-back. Excess Equity Shares or unaccepted Equity Shares,
in dematerialized form, if any, tendered by the Eligible Shareholders would be transferred by the
Clearing Corporation directly to the respective Eligible Shareholder’s DP account. If the securities
transfer instruction is rejected in the depository system, due to any issue then such securities will be
transferred to the Shareholder Broker’s depository pool account for onward transfer to the Eligible Shareholder.

In the case of inter-depository/ IDT, the Clearing Corporation will cancel the excess or unaccepted shares in target
depository. The source depository will not be able to release the lien without a release of Inter Depository Tender Offer
(“IDT”) message from target depository. Further, release of IDT message shall be sent by target depository either based
on cancellation request received from the Clearing Corporation or automatically generated after matching with Bid
accepted detail as received from the Company or the Registrar to the Buy-back. Post receiving the IDT message from
target depository, source depository will cancel/ release excess or unaccepted block shares in the demat account of the
Eligible Shareholder. Post completion of tendering period and receiving the requisite details viz., demat account details
and accepted bid quantity, source depository shall debit the securities as per the communication/ message received from
target depository to the extent of accepted bid shares from Eligible Shareholder’s demat account and credit it to the
Clearing Corporation settlement account in target depository on settlement date.

Any excess Equity Shares, in physical form, pursuant to proportionate acceptance/rejection will be
returned back to the Eligible Shareholders directly by the Registrar. The Company is authorized to
split the share certificate and issue new consolidated share certificate for the unaccepted Equity
Shares, in case the Equity Shares accepted by the Company are less than the Equity Shares tendered
in the Buy-back by Eligible Shareholders holding Equity Shares in the physical form. Each Shareholder Broker will issue
contract note and pay on behalf of the Shareholder the consideration for the Equity Shares accepted under the Buy-back
and return the balance unaccepted Equity Shares to their respective clients. The Company Broker would also issue a
contract note to the Company for the Equity Shares accepted under the Buy-back.

Shareholders who intend to participate in the Buy-back should consult their respective Shareholder Broker for payment
to them of any cost, charges and expenses (including brokerage) that may be levied by the respective Shareholder Broker
upon the Shareholders for tendering Equity Shares in the Buy-back. The Buy-back consideration received by the
Shareholders, in respect of accepted Equity Shares, could be net of such costs, charges and expenses (including
brokerage) and the Company and the Manager to the Buy-back accept no responsibility to bear or pay such additional
cost, charges and expenses (including brokerage) incurred solely by the Shareholders tendering their Equity Shares in the
Buy-back.

In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatory requirements pertaining
to funds payout including those prescribed by the RBI) who do not opt to settle through custodians, the funds payout
would be given to their respective Shareholder Broker’s settlement accounts for releasing the same to such shareholder’s
account

The Equity Shares lying to the credit of the Demat Escrow Account and the Equity Shares bought back and accepted in
physical form will be extinguished in the manner and following the procedure prescribed in the Buy-back Regulations.

Participation in the Buy-back by shareholders will trigger tax on distributed income to shareholders (hereinafter referred
to as “Buyback Tax”) in India and such tax is to be discharged by the Company. This may trigger capital gains taxation
in the hands of shareholders in their country of residence, if outside India. The transaction of Buy-back would also be
chargeable to securities transaction tax in India. In due course, Eligible Shareholders will receive the Letter of Offer,
which will contain a more detailed note on taxation. However, in view of the particularized nature of tax consequences,
the Eligible Shareholders are advised to consult their own legal, financial and tax advisors prior to participating in the
Buy-back.

Rejection Criteria

43
The Equity Shares tendered by Eligible Shareholders would be liable to be rejected on the following grounds:

For Eligible Shareholders holding shares in the dematerialized form if:

a. the Shareholder is not an Eligible Shareholder of the Company as on the Record Date; or

b. if there a name mismatch in the dematerialized account of the Shareholder.

For Eligible Shareholders holding Equity Shares in the physical form if:

a. The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form
are not received by the Registrar before the close of business hours to the Registrar on or before Saturday.
December 3, 2022 by 5:00 p.m.;

b. There exists any restraint order of a court/any other competent authority for transfer/disposal/sale or where loss of
share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or
otherwise not clear or where any other restraint subsists;

c. If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of the
Company;

d. If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible
Shareholders;

e. If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity Share
certificate; or

f. In the event the signature in the Tender Form and Form SH 4 do not match as per the specimen signature recorded
with Company or Registrar.

Non-resident shareholders

All non-resident Shareholders (excluding FIIs) should also enclose a copy of the permission received by them from the
RBI to acquire the Equity Shares held by them in the Company. In case the Equity Shares are held on repatriation basis,
the non-resident Shareholder should obtain and enclose a letter from its authorised dealer / bank confirming that at the
time of acquiring such Equity Shares, payment for the same was made by the non-resident Shareholder from the
appropriate account as specified by RBI in its approval. In case the non-resident Shareholder is not in a position to
produce the said certificate, the shares would be deemed to have been acquired on non-repatriation basis and in that case
the Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make the payment on a
non-repatriation basis in respect of the valid shares accepted under the Buy-back. If any of the above stated documents
(as applicable) are not enclosed along with the Tender Form, the Equity Shares tendered under the Buy-back are liable to
be rejected.

44
 NOTE ON TAXATION

SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX
PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE
ASSESSING OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY
SHOULD TAKE. THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY
OR OTHERWISE OF SUCH ADVICE.

Given below is a broad summarization of the applicable sections of the Income-tax Act, 1961 relating to treatment of
income-tax in case of buyback of listed equity shares on the stock exchange, which is provided only as a guidance.

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT
PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE JUDICIAL
AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO CHANGE OR
MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL
DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT TAX IMPLICATIONS ON THESE TAX
CONSIDERATIONS.

IN VIEW OF THE PARTICULARIZED NATURE OF TAX CONSEQUENCES, SHAREHOLDERS ARE

REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS
INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN
THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.

THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE
OF THIS TAX SUMMARY AND THERE CAN BE NO LIABILITY ON THE COMPANY IF ANY ACTION IS
TAKEN BY THE SHAREHOLDER SOLELY BASED ON THIS TAX SUMMARY. THEREFORE,
SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY TAX IMPLICATIONS
RELATING TO THE TREATMENT OF INCOME TAX IN THE CASE OF BUYBACK OF EQUITY SHARES
LISTED ON THE STOCK EXCHANGE SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND
FOR GUIDANCE PURPOSES ONLY.

1. APPLICABLE PROVISIONS UNDER INCOME TAX ACT 1961 IN RELATION OF BUY BACK OF
LISTED EQUITY SHARES

1.1 GENERAL

Indian Income tax follows tax year period from 1st April to 31st March. The basis of charge of Indian income-tax
depends upon the residential status of the taxpayer during a tax year. A person who is a tax resident of India is liable to
taxation in India on his worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax
Act 1961 (“ITA”).

A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his/her India
sourced income or income received by such person in India. Vide Finance Act, 2020, certain non-resident individuals are
deemed to be resident in India upon triggering of certain conditions. Deemed residents would be liable to pay tax in India
only on their Indian sourced income or income from business or professional controlled in India.

In case of shares of a company, the source of income from shares would depend on the ‘situs’ of the shares. As per
judicial precedents, generally the “situs” of the shares is where company is “incorporated” and where its shares can be
transferred. Accordingly, since the Company is incorporated in India, the shares of the Company would be “situated” in
India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the ITA subject
to any specific exemption in this regard. Further, the non-resident can avail the beneficial tax treatment prescribed under
the relevant Double Tax Avoidance Agreement (“DTAA”) subject to satisfaction of the relevant conditions including
non-applicability of General Anti-Avoidance Rule (“GAAR”) and providing and maintaining necessary information and
documents as prescribed under the ITA as well as satisfying the relevant conditions under the respective DTAA
including anti-abuse measures under the MLI, if applicable.

45
1.2 CLASSIFICATION OF SHAREHOLDERS
Section 6 of the ITA, determines the residential status of an assessee. Accordingly, shareholders can be classified
broadly in two categories as below:
a) Resident Shareholders being:
• Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals (BOI),
Firm, LLP
• Others (corporate bodies): Company, Other than Company
b) Deemed Resident Shareholder:
• An non-resident individual being a citizen of India who is not liable to tax in any other country or territory by
reason of domicile, residence or any other criteria of similar nature and has total income other than foreign sourced
income exceeding Rs 15 lakh during the tax year.

c) Non-Resident Shareholders being:

• Non-Resident Indians (NRIs)

• Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)
• Others:
–Company
–Other than Company

1.3 BUY-BACK OF SHARES

a) Section 115QA of the ITA introduced w.e.f. June 1, 2013 contains provisions for taxation of a domestic
company in respect of buy-back of shares (within the meaning of Sec. 68 of the Companies Act). In effect, the
incidence of tax stands shifted completely to the Company and not the recipient of the buyback proceeds.

Before the enactment of Finance Act (No 2), 2019, this section was not applicable to shares listed on a
recognized stock exchange. The Finance Act (No 2), 2019 has amended section 115QA of the ITA with effect
from 5th July, 2019 extending its provisions to cover distributed income on buy-back of equity shares of a
company listed on a recognized stock exchange as well.

As per Section 115QA, listed companies making a public announcement of Buyback of shares on or after 5th
July 2019 are required to pay an additional Tax @ 20%, plus Surcharge @ 12%, plus Health & Education Cess
@ 4% on the Distributed Income.

Distributed Income is defined under section 115QA to include Consideration paid by the company on Buyback
of Shares as reduced by the amount which was received by the company on issue of such shares, determined in
the manner specified in Rule 40BB.

The tax on the distributed income by the company shall be treated as the final payment of tax in respect of the
said income and no further credit therefor shall be claimed by the company or by any other person in respect of
the amount of tax so paid.

b) Section 10(34A) of the ITA provided for exemption to a shareholder in respect of income arising from buyback
of shares w.e.f. April 1, 2014 (i.e., Assessment year 2014-15). The Finance Act (No. 2), 2019 has also made
consequential changes to section 10(34A) of the ITA extending the benefit of exemption of income from buy-
back to shareholders in respect of shares listed on recognized stock exchange as well.

Thus, the tax implications on the following categories of shareholders are as under:

A. Resident Shareholders or Deemed Resident Shareholders

Income arising to the shareholder on account of buy-back of shares as referred to in section 115QA of the ITA is
exempt from tax under the provisions of the amended section 10(34A) of the ITA with effect from July 5, 2019.

46
 B. Non-Resident Shareholders:

While the income arising to the shareholder on account of buy back of shares as referred to in section 115QA of the
ITA is exempt from tax under the provisions of the amended section 10(34A) with effect from July 5, 2019 in the
hands of a Non-resident as well, the same may be subject to tax in the country of residence of the shareholder as per
the provisions of the tax laws of that country. The credit of tax may or may not be allowed to such Non- resident
shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the company in view of
Sec 115QA (4) and (5) of the ITA. Non-resident shareholders need to consult their tax advisors with regard to
availability of such a tax credit.

1.4 TAX DEDUCTION AT SOURCE

Currently, there are no provisions for tax deduction at source in respect of income earned from transfer/ buyback of
shares in case of resident shareholders/ deemed resident shareholders.

Given that income arising on account of the buy-back of shares is exempt from tax under Section 10(34A) of ITA, the
same would not be subject to tax deduction at source for non-resident shareholders.

1.5 SECURITIES TRANSACTION TAX

Since the Buyback of shares shall take place through the settlement mechanism of the Stock Exchange, Securities
Transaction Tax at 0.1% of the value of the transaction will be applicable.

LIMITATION:

The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are
subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

In view of the specific nature of tax consequences, shareholders, who are non-residents in India, in respect of tax
consequence (including capital gain tax, if any) in their state of residence, are required to consult their tax advisors for
the applicable tax and the appropriate course of action that they should take considering the provisions of the relevant
country or state tax law and provisions of DTAA where applicable.

The above note on taxation sets out the provisions of law in a summary manner only and does not purport to be a
complete analysis or listing of all potential tax consequences of the disposal of equity shares. This note is neither binding
on any regulators nor can there be any assurance that they will not take a position contrary to the comments mentioned
herein.

47
 DECLARATION BY THE BOARD OF DIRECTORS

The Board of Directors of the Company (“Board”) has made full enquiry into the affairs and prospects of the Company
and has formed the opinion that:

(i) Immediately following the date of the Board meeting i.e. July 20, 2022 and the date on which the result of the
members resolution passed by way of Postal Ballot (“Special Resolution”) will be declared approving the
Buyback, there will be no grounds on which the Company could be found unable to pay its debts;

(ii) As regards the Company’s prospects for the year immediately following the date of the Board meeting as well
as for the year immediately following the Special Resolution, and having regard to the Board’s intentions with
respect to the management of the Company’s business during that year and to the amount and character of the
financial resources which will in the Board’s view be available to the Company during that year, the Company
will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of
one year from the date of the Board meeting as also from the date of Special Resolution;

(iii) In forming its opinion for the above purposes, the Board has taken into account the liabilities (including
prospective and contingent liabilities) as if the Company was being wound up under the provisions of the
Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016, as amended from time to time, as
applicable.

The declaration has been made and issued under the authority of the Board in terms of the resolution passed at its
meeting dated July 20, 2022.

For and on behalf of the Board of Directors of the Company

Sd/- Sd/-

Adesh Kumar Gupta V. Chandrasekaran

Non-Executive Independent Director Non-Executive Non-Independent Director
DIN: 00020403 DIN: 03126243

Place: Mumbai
Date: July 20, 2022

48
 AUDITORS CERTIFICATE

Report addressed to the Board of Directors by the Company’s Auditors on the permissible capital payment:

The text of the report dated July 20, 2022 received from B S R & Co. LLP, Chartered Accountants, the Statutory
Auditors of the Company, addressed to the Board of the Company is reproduced below:

Quote

The Board of Directors

CARE Ratings Limited
4th Floor Godrej Coliseum,
Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (East), Mumbai- 400022

Dear Sirs

Independent Auditor’s Report in respect of the proposed buy back of equity shares by CARE Ratings Limited in
terms of clause (xi) of Schedule I of the Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 2018, as amended

1. This Report is issued in accordance with the terms of our engagement letter dated 12 October 2021 and
addendum to engagement letter dated 20 July 2022 with CARE Ratings Limited (hereinafter referred to as the
“Company”).

2. The Board of Directors of the Company have approved a proposed buy-back of equity shares by the Company at
its meeting held on 20 July 2022, in pursuance of the provisions of Section 68 of the Companies Act, 2013 (‘the
Act’) read with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as
amended (“SEBI Buy-back Regulations”).

3. The accompanying “Statement of Permissible Capital Payment as at March 31, 2022” (‘Annexure A’)
(hereinafter referred to as the “Statement”) is prepared by the management of the Company, which we have
initialled for identification purposes only.

Management’s Responsibility for the Statement

4. The preparation of the Statement in compliance with Section 68 of the Act and the Regulation 4(i) of the SEBI
Buy-back Regulations and compliance with the SEBI Buy-back Regulations, is the responsibility of the
management of the Company, including the computation of the amount of the permissible capital payment, the
preparation and maintenance of all accounting and other relevant supporting records and documents. This
responsibility includes the design, implementation and maintenance of internal controls relevant to the
preparation and presentation of the Statement and applying an appropriate basis of preparation; and making
estimates that are reasonable in the circumstances.

Auditor’s Responsibility

5. Pursuant to the requirements of the SEBI Buy-back Regulations, it is our responsibility to provide reasonable
assurance whether:

i. we have inquired into the state of affairs of the Company in relation to the audited standalone and
consolidated financial statements as at March 31, 2022;
ii. the amount of permissible capital payment as stated in Annexure A for the proposed buy-back of equity
shares has been properly determined considering the audited standalone and consolidated financial
statements as at March 31, 2022 in accordance with Section 68(2)(c) of the Act and Regulation 4(i) of the
SEBI Buy-back Regulations; and
iii. the Board of Directors of the Company in their meeting dated 20 July 2022, have formed the opinion as
specified in clause (x) of Schedule I to the SEBI Buy-back Regulations on reasonable grounds that the
Company having regard to its state of affairs will not be rendered insolvent within a period of one year
from that date.

49
 iv. we are aware of anything to indicate that the opinion expressed by the Directors in the declaration as to
any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of
declaration.

6. The audited standalone and consolidated financial statements for the year ended March 31, 2022 have been
audited by us, on which we issued unmodified audit opinions vide our reports dated 28 May 2022. Our audits of
these financial statements were conducted in accordance with the Standards on Auditing as specified under
Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of
Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement.

7. Our engagement involves performing procedures to obtain sufficient appropriate evidence, as applicable. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks associated with the
above reporting. We accordingly performed the following procedures:

i. Inquired into the state of affairs of the Company with reference to the audited standalone and
consolidated financial statements as at March 31, 2022;
ii. Examined authorization for buyback from the Articles of Association of the Company;
iii. Examined that the amount of permissible capital payment for the buy back as detailed in Annexure A is
in accordance with Regulation 4(i) of the SEBI Buy-back Regulations;
iv. Traced the amounts of paid up equity share capital, retained earnings and general reserves as mentioned
in Annexure A from the audited standalone and consolidated financial statements as at March 31, 2022;
v. Verified the arithmetical accuracy of the amounts mentioned in Annexure A; and
vi. Examined that the ratio of secured and unsecured debts owed by the Company, if any, is not more than
twice the capital and its free reserve after such buy-back on a standalone as well as consolidated basis for
the year ended March 31, 2022;
vii. Read the resolutions passed in the meeting of the Board of Directors dated 20 July 2022;
viii. Read the Director’s declarations for the purpose of buy back and solvency of the Company as detailed in
Annexure B;
ix. We have not performed any procedures as regards the projections as approved by the Board of Directors
and accordingly do not certify the same
x. Obtained appropriate representations from the management of the Company.

8. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or
Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the
Institute of Chartered Accountants of India.

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Services Engagements.

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

Opinion

11. Based on inquiries conducted and our examination as above, we report that:

(i) We have inquired into the state of affairs of the Company in relation to its audited standalone and
consolidated financial statements as at March 31, 2022;
(ii) The amount of permissible capital payment towards the proposed buy back of equity shares as
computed in the Statement attached herewith is, in our view properly determined in accordance with
Regulation 4(i) of the SEBI Buy-back Regulations. The amounts of share capital and free reserves have
been extracted from the audited standalone and consolidated financial statements of the Company as at
March 31, 2022;
(iii) The Board of Directors of the Company, in their meeting held on 20 July 2022 have formed their
opinion as specified in clause (x) of Schedule I to the SEBI Buy-back Regulations, on reasonable

50
 grounds that the Company, having regard to its state of affairs, will not be rendered insolvent within a
period of one year from that date.

Based on representations made by the management, and other information and explanations given to us, which
to the best of our knowledge and belief were necessary for this purpose, we are not aware of anything to indicate
that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the
declaration is unreasonable in circumstances as at the date of declaration.

Restriction on Use

12. This report has been issued at the request of the Company and is addressed to the Board of Directors of the
Company pursuant to the requirements of the SEBI Buy-back Regulations, solely for use of the Company (i) in
connection with the proposed buy-back of equity shares of the Company in pursuance to the provisions of
Sections 68 and other applicable provisions of the Act and SEBI Buy-back Regulations, (ii) to enable the Board
of Directors of the Company to include in the explanatory statement to the notice for special resolution, public
announcement, draft letter of offer, letter of offer and other documents pertaining to buy-back to be sent to the
shareholders of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of
India, stock exchanges, public shareholders and any other regulatory authority as per applicable law and (b) the
Central Depository Services (India) Limited, National Securities Depository Limited and (iii) for providing to
the manager to the buyback, and should not be used by any other person or for any other purpose. Accordingly,
we do not accept or assume any liability or any duty of care for any other purpose or to any other person to
whom this report is shown or into whose hands it may come without our prior consent in writing.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No: 101248W/W-100022

Ajit Viswanath
Partner
Membership No: 067114
UDIN: 22067114ANICQU8097

Mumbai
Date: 20 July 2022

Annexure A - Statement of Permissible Capital Payment

Computation of amount of permissible capital payment towards buyback of equity shares in accordance with Section
68(2)(c) of the Companies Act, 2013 (“the Act”) and Regulation 4(i) Securities and Exchange Board of India (Buy-Back
of Securities) Regulations, 2018, as amended, based on annual audited standalone and consolidated financial statements
as at and for the year ended March 31, 2022.
(Rupees in Crore)

Particulars Standalone Consolidated

Paid up equity share capital as on March 31, 2022 (A) 29.65 29.65

(2,96,46,547 equity shares of Rupees 10/- each)

Free Reserves*:

Securities Premium 73.70 73.70

General reserve 221.51 221.48

Retained Earnings 307.02 304.11

Total Free Reserves (B) 602.23 599.29

Total C=(A+B) 631.88 628.93

51
Maximum amount permissible towards buy-back in C*25% 157.97 157.23
accordance with Section 68(2)(c) of the Companies
Act, 2013 (i.e. 25% of the total Paid up equity share
capital and free reserves)

Maximum amount permissible for buy-back under C*25% 157.97 157.23

Regulation 4(i) of the SEBI Buy-back Regulations,
i.e. 25% of the total paid up capital and free reserves

Maximum amount permitted by the Board resolution 121.952

dated July 20, 2022 approving the buy back, subject
to shareholders’ approval

*As defined under Companies Act, 2013

For CARE Ratings Limited,

Sd/-
Authorised Signatory
Mumbai
20 July 2022

DECLARATION BY THE BOARD OF DIRECTORS OF CARE RATINGS LIMITED

The Board has confirmed that it has made a full enquiry into the affairs and prospects of the Company and has formed
the opinion that:

(i) Immediately following the date of the Board Meeting i.e. July 20, 2022 and the date on which the result of the
members resolution passed by way of Postal Ballot (“Special Resolution”), will be declared, approving the
Buyback, there will be no grounds on which the Company could be found unable to pay its debts;

(ii) As regards the Company’s prospects for the year immediately following the date of the Board Meeting as well
as for the year immediately following the Special Resolution, and having regard to the Board’s intentions with
respect to the management of the Company’s business during that year and to the amount and character of the
financial resources which will in the Board’s view be available to the Company during that year, the Company
will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of
one year from the date of the Board Meeting as also from the date of Special Resolution;

(iii) In forming its opinion for the above purposes, the Board has taken into account the liabilities (including
prospective and contingent liabilities) as if the Company was being wound up under the provisions of the
Companies Act, and the Insolvency and Bankruptcy Code, 2016, as amended from time to time, as applicable.

The declaration has been made and issued under the authority of the Board in terms of the resolution passed at its
meeting dated July 20, 2022.

For and on behalf of the Board of Directors of the Company

Sd/- Sd/-

Adesh Kumar Gupta V.Chandrasekaran

Non-Executive Independent Director Non-Executive Non-Independent Director
DIN:00020403 DIN:03126243

Place: Mumbai
Date: July 20, 2022

Unquote

52
DOCUMENTS FOR INSPECTION

The copies of the following documents referred to hereunder are available for inspection by Shareholders of the
Company at the registered office at 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway,
Sion (East), Mumbai 400022, Maharashtra, India from 10:00 a.m. to 2:00 p.m. on any Working Day and on the website
of the Company (https://www.careratings.com/Buyback-2022.aspx) during the Tendering Period:

1. Certificate of incorporation of the Company;

2. Memorandum and Articles of Association of the Company;

3. Copy of the annual reports of the Company for the financial years 2019- 2020, 2020-2021 and 2021-2022;

4. Copy of resolution passed by the Board of Directors in relation to the Buy-back at its meeting held on July 20,
2022;

5. Copy of special resolution passed by the Shareholders by way of postal ballot, the results of which were
announced on September 2, 2022;

6. Auditor’s Report prepared by B S R & Co. LLP, Chartered Accountants, in terms of clause (xi) of Schedule I of
the Buy-back Regulations;

7. Copy of Public Announcement dated September 3, 2022, and published on September 5, 2022;

8. Copy of Declaration of solvency and an affidavit as per Form SH-9 of the Companies (Share Capital and
Debentures) Rules, 2014;

9. Certificate dated September 11, 2022 issued by T R Chadha & Co LLP, Chartered Accountants, confirming that
the Company has made firm financial arrangements for the purposes of the Buy-back;

10. Copy of the Escrow Agreement dated September 20, 2022; and

11. Copy of the SEBI letter dated November 3, 2022 providing its observations in terms of the Buy-back
Regulations.

53
 GENERAL INFORMATION

Details of the Compliance Officer

The details of the Company Secretary and Compliance Officer are provided below:

Ms. Nehal Shah

Head- Legal, Compliance and Secretarial
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road,
Off Eastern Express Highway, Sion (East),
Mumbai- 400 022
Maharashtra, India
Tel No.- +91 22 67543456
E-mail ID- investor.relations@careedge.in

Eligible Shareholders may contact the Compliance Officer for any clarification or to address their grievances, if any,
during office hours, being 10:00 a.m. to 5:00 p.m. on all Working Days during the Tendering Period.

Details of the remedies available to the Shareholders

In the event the Company makes any default in compliance with the provisions of the Companies Act, 2013 or rules
made thereunder as may be applicable to the Buy-back, the Company or any officer of the Company who is in default
shall be liable in terms of the Companies Act.

Details of the Investor Service Center

In case of any grievances relating to the Buy-back (i.e. non-receipt of the Buy-back consideration, Equity Share
certificate, demat credit, etc.) the Eligible Shareholder can approach the Compliance Officer and/or the Manager to the
Buy-back and/or the Registrar to the Buy-back for redressal.

If the Company makes any default in complying with the provisions of Section 68 of the Companies Act or any rules
made there under, or any regulation, the Company or any officer of the Company who is in default shall be punishable
with imprisonment for a term and its limit, or with a fine and its limit or with both in terms of the Companies Act.

In case of any query, the Eligible Shareholders may contact the Registrar during working hours, being 10:00 a.m. to 5:00
p.m. all Working Days at the following address:

Name of Registrar: KFin Technologies Limited (formerly known as KFin Technologies Private Limited)
Address:
Selenium, Tower B, Plot 31-32, Financial District,
Nanakramguda, Serilingampally, Hyderabad - 500 032
Tel. No.: +91 40 6716 2222
Toll Free No.: 18003094001
Email: crl.buyback@kfintech.com
Website: www.kfintech.com
Investor Grievance Email: einward.ris@kfintech.com
Contact Person: Mr. Murali Krishna
SEBI Registration No.: INR000000221
CIN: U72400TG2017PLC117649

Details of the Registrar of Companies

Our Company is registered with the Registrar of Companies, Maharashtra, situated at Mumbai.

54
Manager to the Buy-back

DAM Capital Advisors Limited

One BKC, Tower C, 15th Floor, Unit No. 1511,

Bandra Kurla Complex, Bandra (East),
Mumbai 400 051
Maharashtra, India
Tel: +91 22 4202 2500
E-mail: care.buyback@damcapital.in
Website: www.damcapital.in
Contact Person: Chandresh Sharma/ Nidhi Gupta
SEBI Registration Number: MB/INM000011336
Validity Period: Permanent
CIN: U99999MH1993PLC071865

55
DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THIS
LETTER OF OFFER

In terms of Regulation 24(i)(a) of the Buy-back Regulations, the Board accepts full and final responsibility for the
information contained in this Letter of Offer. This Letter of Offer is issued under the authority of the Board in terms of
the resolution passed in its meeting dated July 20, 2022 and by the Buy-back Committee in terms of the resolution passed
by the Buy-back Committee on November 5, 2022.

For and on behalf of the Board of Directors of CARE Ratings Limited

Sd/- Sd/- Sd/-

Mehul Pandya Adesh Kumar Gupta Nehal Shah

Managing Director and CEO Non-Executive Independent Director Company Secretary

(DIN-07610232) (DIN- 00020403) (Membership No. A18077)

Date: November 5, 2022

Place: Mumbai

56
 TENDER FORM
TENDER FORM (FOR SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM)

Date: _____________
Bid No: _____________

BUY-BACK OPENS ON : Friday, November 18, 2022

BUY-BACK CLOSES ON : Thursday, December 1, 2022

For Registrar/Collection Centre Use

Inward No.
Date
Stamp

Status: Please tick appropriate box

Individual Mutual Fund
Insurance Companies Other QIBs
Company Other NIB
Foreign Institutional Buyer/Foreign Bank/Financial Institution
Portfolio Investor
FVCI Pension Fund
NRI/OCB VCF
Partnership/LLP

To, India Tax Residency Status: Please tick appropriate box

The Board of Directors Resident in India Non- Resident in India
CARE Ratings Limited Resident of
C/o. KFin Technologies Limited (formerly known as
KFin Technologies Private Limited) (Shareholder to fill country of residence)
Address: Selenium, Tower B, Plot 31-32, Financial
Route of Investment (for NR Shareholders only)
District, Nanakramguda, Serilingampally, Hyderabad -
Portfolio Investment Foreign Investment Scheme
500 032
Scheme
Tel: +91 40 6716 2222

Dear Sirs,

Sub: Letter of offer dated November 5, 2022 (the “Letter of Offer”) in relation to the buy-back of up to 23,68,000 Equity Shares of CARE
Ratings Limited (the “Company”) at a price of ₹ 515/- per Equity Share (the “Buy-back Offer Price”) payable in cash (the “Buy-back”)

1. I/We, (having read and understood the Letter of Offer dated November 5, 2022) hereby tender/ offer my/ our Equity Shares in response to the
Buy-back in accordance with the terms and conditions set out below and in the Letter of Offer.
2. I/ We authorise the Company to Buy-back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the
Buy-back to extinguish the Equity Share certificates.
3. I/ We hereby affirm that the Equity Shares comprised in this tender/ offer are offered for the Buy-back by me / us free from all liens, equitable
interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to
tender Equity Shares for Buy-back and that I / we am / are legally entitled to tender the Equity Shares for the Buy-back.
5. I / We agree that the Company is not obliged to accept any Equity Shares offered for Buy-back where loss of Equity Share certificates has
been notified to the Company.
6. I / We agree that the Company will pay the Buy-back Offer Price only after due verification of the validity of the documents and that the
consideration will be paid as per secondary market mechanism.
7. I / We undertake to return to the Company any consideration in respect of the Buy-back that may be wrongfully received by me / us.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our
tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy-back in accordance with the Companies
Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as
amended.
9. I / We authorize the Company to split the Equity Share certificates and issue a new consolidated Equity Share certificate for the unaccepted
Equity shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buy-back.
10. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buy-back is on me / us. I / We agree to compute
gains on this transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized
dealers/ tax advisors appropriately.
11. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of
shares. I / We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising
on buyback of shares by the Company, copy of tax return filed in India, evidence of the tax paid etc.
12. This clause is applicable for Non-Resident Shareholders only - I/We, being a Non-Resident Shareholder, agree to obtain and submit all
necessary approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank of India
(“RBI”) under Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2017, as amended (the “FEMA Regulations”) and the rules and regulations framed there under, for
tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, under the FEMA
Regulations and any other rules, regulations and guidelines, in regard to remittance of funds outside India / We undertake to return to the
Company any consideration in respect of the Buy-back that may be wrongfully received by me / us.
13. Details of Equity Shares held and tendered / offered in the Buy-back:

57
 In Figures In Words
Number of Equity Shares held as on the Record Date
Number of Equity Shares Entitled for Buy-back (Buy-
back Entitlement)
Number of Equity Shares offered for Buy-back
Note: An Equity Shareholder may tender Equity Shares over and above his / her Buy-back Entitlement. Number of Shares validly tendered by any Equity Shareholder
up to the Buy-back Entitlement of such Equity Shareholder shall be accepted to the full extent. The Shares tendered by any Equity Shareholder over and above the
Buy-back Entitlement of such Equity Shareholder shall be accepted in accordance with the section entitled “Process and Methodology of the Buy-back” on Page 35 of
the Letter of Offer. Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the
Record Date shall not be considered for the purpose of Acceptance. The signature on the Transfer deed (Form SH 4) should match with the signature recorded /
registered with the records of the Company / Registrar.
-------------------------------------------------------------------------------------- Tear along this line -----------------------------------------------------------------------------------
Acknowledgement Slip for CARE Ratings Limited – Buy-back
(to be filled by the Eligible Shareholder) (subject to verification)
Received from Mr./Ms./M/s. _______________________________________________________ Ledger Folio No. ____________________
Number of Equity Share certificate submitted_________ : __________________________________________________
Number of Equity Shares offered for Buy-back:
In Figures: ____________________________________ ____________________________________________________
In Words: ____________________________________________________ ________________________________________
Please quote Ledger Folio No. for all future correspondence

Stamp of Broker

14. Details of Share Certificate(s) enclosed:

Total No. of Share Certificates Submitted: ___________________________________

Sr. No. Folio No. Share Certificate No. Distinctive Nos. No. of Shares
From To
1.
2.
3.
4.
Total
In case the number of folios and Equity Share certificates enclosed exceed four, please attach a separate sheet giving details in the same format
as above.

15. Details of other Documents (Please √ as appropriate, if applicable) enclosed:

Power of Attorney – CARE Ratings Previous RBI approvals for acquiring the Equity Shares of CARE Ratings Limited
Limited tendered in the Buy-back
Corporate authorizations Death Certificate
Succession Certificate Self attested copy of Permanent Account Number (PAN Card)
Others (please specify) : ___________________________________________________

16. Details of the bank account of the sole or first Shareholder to be incorporated in the consideration warrant (to be mandatorily filled):

Name of the Bank Branch and City IFSC and MICR Code Account Number (indicate type
of account)

17. Equity Shareholders Details:

First/Sole Shareholder Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

Full Name(s) of the
Shareholder
Signature(s)*

PAN No.
Address of the First/ Sole
Shareholder
Telephone No. / Email
ID
* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the
application from submitted.

INSTRUCTIONS

1. The Buy-back will open on Friday, November 18, 2022 and close on Thursday, December 1, 2022.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and
this Tender Form.

58
 3. Eligible Shareholders who wish to tender their Equity Shares in response to this Buy-back should deliver the following documents along with
Transaction Registration Slip (TRS) so as to reach before the close of business hours to the Registrar (as mentioned in the Letter of Offer) on or
before Saturday, December 3, 2022 by 5 PM (i) The relevant Tender Form duly signed by all Eligible Shareholders in case shares are in joint
names) in the same order in which they hold the Equity Shares; (ii) Original Equity Share certificates; (iii) Self attested copy of the Permanent
Account Number (PAN) Card; (iv) Transfer deed (Form SH 4) duly signed (by all Eligible Shareholders in case Equity Shares are held jointly)
in the same order in which they hold the Equity Shares.
4. Eligible Shareholders should also provide all relevant documents in addition to the above documents, which include but are not limited to: (i)
Duly attested power of attorney registered with the Registrar, if any person other than the Eligible Shareholder has signed the relevant Tender
Form; (ii) Duly attested death certificate / succession certificate in case any Eligible Shareholder is deceased; and (iii) Necessary corporate
authorisations, such as Board Resolutions etc., in case of companies.
5. In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of
getting the successor company as the registered shareholder is still incomplete, then such entity along with the Tender Form shall file a copy of
(i) approval from the appropriate authority for such merger; (ii) the scheme of merger; and (iii) the requisite form filed with MCA intimating the
merger
6. Eligible Shareholders to whom the Buy-back is being made are free to tender Equity Shares to the extent of their entitlement in whole or in part
or in excess of their entitlement.
7. All documents sent by the Shareholder Broker/ custodian will be at their own risk and the Shareholder Broker/ custodian is advised to adequately
safeguard their interests in this regard.
8. For the procedure to be followed by Equity Shareholders for tendering in the Buyback, please refer to page 41 of the Letter of Offer
9. All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered will be liable for
rejection. The Equity Shares shall be liable for rejection on the following grounds amongst others: (i) If there is any other company’s equity
share certificate enclosed with the Tender Form instead of the Equity Share certificate of the Company; (ii) If the transmission of Equity Shares
is not completed, and the Equity Shares are not in the name of the Eligible Shareholder; (iii) If the Eligible Shareholders tender Equity Shares
but the Registrar does not receive the Equity Share certificate; (iv) In case the signature on the Tender Form and Form SH 4 doesn't match as per
the specimen signature recorded with Company/Registrar; and (v) the documents mentioned in the Tender Form for Eligible Shareholders
holding Equity Shares in physical form are not received by the Registrar to the Buyback on or before Saturday, December 3, 2022 by 5:00 p.m.
Indian Standard Time;.
10. The Equity Shares tendered in the Buy-Back shall be rejected for the following reasons in addition to the point number 9 mentioned above (i) if
the Shareholder is not a Eligible Shareholder of the Company on the Record Date; (ii) if there is a name mismatch in the share certificate of the
Shareholder; or (iii) if the Eligible Shareholder has made a duplicate bid.
11. By agreeing to participate in the Buyback the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver,
acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide
assistance to the Company for such regulatory reporting, if required by the Company.
12. Non-Resident Shareholders must obtain all requisite approvals required to tender the Equity Shares held by them in this Buyback

All capitalized terms shall have the meanings ascribed to it in the Letter of Offer.

-------------------------------------------------------------------------- Tear along this line ---------------------------------------------------------------------

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY-BACK SHOULD BE ADDRESSED TO THE REGISTRAR AT THE
FOLLOWING ADDRESS QUOTING YOUR FOLIO NUMBER:
Investor Service Centre: CARE Ratings Buyback
KFin Technologies Limited (formerly known as KFin Technologies Private Limited)
Address: Selenium Tower-B, Plot 31-32
Financial District, Nanakramguda, Serilingampally,
Hyderabad-500 032
Contact Person: Mr. Murali Krishna Tel: + 91-40 6716 2222; Toll Free No.: 18003094001; E-mail: crl.buyback@kfintech.com;
Investor Grievance Email: einward.ris@kfintech.com; Website: www.kfintech.com;
SEBI Registration Number: INR000000221; CIN: U72400TG2017PLC117649

59
 TENDER FORM (FOR SHAREHOLDERS HOLDING EQUITY SHARES IN DEMATERIALISED FORM)

Date: _____________
Bid No: _____________

BUY-BACK OPENS ON : Friday, November 18, 2022

BUY-BACK CLOSES ON : Thursday, December 1, 2022

For Registrar
Inward No.
Date
Stamp

Status: Please tick appropriate box

Individual Mutual Fund
Insurance Companies Other QIBs
Company Other NIB
Foreign Institutional Buyer/Foreign Bank/Financial Institution
Portfolio Investor
FVCI Pension Fund
NRI/OCB VCF
Partnership/LLP

To, India Tax Residency Status: Please tick appropriate box

The Board of Directors Resident in India Non- Resident in India
CARE Ratings Limited Resident of
C/o. KFin Technologies Limited (formerly known as
KFin Technologies Private Limited) (Shareholder to fill country of residence)
Address: Selenium, Tower B, Plot 31-32, Financial
Route of Investment (for NR Shareholders only)
District, Nanakramguda, Serilingampally, Hyderabad -
Portfolio Investment Scheme Foreign Investment Scheme
500 032
Tel: +91 40 6716 2222

Dear Sirs,

Sub: Letter of Offer dated November 5, 2022 in relation to the buy-back of up to 23,68,000 Equity Shares of CARE Ratings Limited (the
“Company”) at a price of ₹ 515/- per Equity Share (the “Buy-back Offer Price”) payable in cash (the “Buy-back”)

1. I/We, (having read and understood the Letter of Offer dated November 5, 2022) hereby tender/ offer my/ our Equity Shares in response to the
Buy-back in accordance with the terms and conditions set out below and in the Letter of Offer.
2. I/ We authorize the Company to Buy-back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the
Buy-back to extinguish the Equity Share certificates.
3. I/ We hereby affirm that the Equity Shares comprised in this tender/ offer are offered for the Buy-back by me / us free from all liens, equitable
interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to
tender Equity Shares for Buy-back and that I / we am / are legally entitled to tender the Equity Shares for the Buy-back.
5. I / We agree that the Company will pay the Buy-back Offer Price only after due verification of the validity of the documents and that the
consideration will be paid as per secondary market mechanism.
6. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity
Shares due to rejection or due to prorated Buyback decided by the Company. Further, Eligible Shareholders will have to ensure that they keep
the bank account attached with the DP account active and updated to receive credit remittance due to acceptance of Buyback of shares by the
Company.
7. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of Buyback
Regulations and circulars issued by SEBI.
8. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our
tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy-back in accordance with the Companies
Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.
9. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buy-back is on me / us. I / We agree to compute
gains on this transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized
dealers/ tax advisors appropriately.
10. I / We agree to return to the Company any Buyback consideration that may be wrongfully received by me / us.
11. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of
shares. I / We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising
on buyback of shares by the Company, copy of tax return filed in India, evidence of the tax paid etc.
12. Non-Resident Shareholders (including NRIs, OCBs, FPI, Foreign Nationals and FIIs) are requested to enclose a consent letter indicating the
details of transfer i.e., number of Equity Shares to be transferred, the name of the investee company whose shares are being transferred i.e.,
“CARE Ratings Limited” and the price at which the Equity Shares are being transferred i.e., “Price determined in accordance with the
Buyback Regulations” duly signed by the Shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.
13. This clause is applicable for Non-Resident Shareholders only - I/We, being a Non-Resident Shareholder, agree to obtain and submit all
necessary approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank of India
(“RBI”) under Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2017, as amended (the “FEMA Regulations”) and the rules and regulations framed there under, for

60
 tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, under the FEMA
Regulations and any other rules, regulations and guidelines, in regard to remittance of funds outside India / We undertake to return to the
Company any consideration in respect of the Buy-back that may be wrongfully received by me / us.
14. Details of Equity Shares held and tendered / offered in the Buy-back:
In Figures In Words
Number of Equity Shares held as on the Record Date
Number of Equity Shares Entitled for Buy-back (Buy-
back Entitlement)
Number of Equity Shares offered for Buy-back
Note: An Eligible Person may tender Equity Shares over and above his/her Buy-back Entitlement. Number of Equity Shares validly tendered by any Eligible
Shareholder up to the Buy-back Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder
over and above the Buy-back Entitlement of such Eligible Shareholder shall be accepted in accordance with the Letter of Offer. Equity Shares tendered by any
Shareholders over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of
Acceptance.
-------------------------------------------------------------------------------------- Tear along this line -----------------------------------------------------------------------------------
Acknowledgement Slip for CARE Ratings Limited – Buy-back
(to be filled by the Eligible Shareholder) (subject to verification)
DP ID: _____________________________________________ Client ID__________________________________________
Received from Mr./Ms./M/s. _______________________________________________________ Tender Form
Number of Equity Shares offered for Buy-back:
In Figures: ____________________________________ ____________________________________________________
In Words: ____________________________________________________ ________________________________________
Please quote Client ID and DP ID. For all future correspondence

Stamp of Broker

15. Details of account with Depository Participant:

Name of the Depository (tick as applicable) NSDL CDSL

Name of the Depository Participant
DP ID
Client ID with Depository Participant

16. Equity Shareholders Details:

First/Sole Shareholder Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

Full Name(s) of the
Shareholder
Signature(s)*

PAN No.
Address of the First/ Sole
Shareholder
Telephone No. / Email
ID
* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the
application from submitted.

INSTRUCTIONS

1. The Buy-back will open on Friday, November 18, 2022 and close on Thursday, December 1, 2022.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and
this Tender Form.
3. Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their
respective Seller Member by indicating the details of Equity Shares they intend to tender under the Buyback offer.
4. The Equity Shares tendered in the Offer shall be rejected if (i) the Eligible Shareholder is not a shareholder of the Company as on the Record
date, (ii) if there is a name mismatch in the demat account of the Eligible Shareholder, (iii) if the Eligible Shareholder has made a duplicate bid
on both the recognized stock exchanges, (iv) in case of receipt of the completed Tender Form and other documents but non-receipt of Equity
Shares in the special account of the Clearing Corporation, (v) a non-receipt of valid bid in the exchange bidding system.
5. In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of
getting the successor company as the registered Shareholder is still incomplete, then such entity along with the Tender Form should file a copy
of the following documents: (i) Approval from the appropriate authority for such merger; (ii) The scheme of merger; and (iii) The requisite form
filed with MCA intimating the merger.
6. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity
Shares due to rejection or due to the Buy-back being on a proportionate basis in terms of the Ratio of Buy-back.
7. The Buyback shall be rejected for Shareholders in case of receipt of the completed Tender Form and other documents, but non-receipt of Shares
in the special account of the Clearing Corporation or a non-receipt of valid bid in the exchange bidding system
8. Eligible Shareholders to whom the Buy-back is made are free to tender Equity Shares to the extent of their Buy-back Entitlement in whole or in
part or in excess of their entitlement.
9. For the procedure to be followed by Eligible Shareholders for tendering in the Buy-back, please refer to page 40 of the Letter of Offer.

61
 10. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in
this regard.
11. By agreeing to participate in the Buyback the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver,
acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide
assistance to the Company for such regulatory reporting, if required by the Company.
12. Non-Resident Shareholders must obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities
including approvals from the RBI under FEMA and the rules and regulations framed there under, for tendering Equity Shares in the Buyback,
and also undertake to comply with the reporting requirements, if applicable, under the FEMA and any other rules, regulations and guidelines, in
regard to remittance of funds outside India.
13. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the Buyback by providing their
application in plain paper in writing signed by all Eligible Shareholders (in case of joint holding), stating name and address of the Eligible
Shareholder(s), number of Equity Shares held as on the Record Date, Client ID number, DP Name, DP ID, beneficiary account number and
number of Equity Shares tendered for the Buyback.
14. Eligible Sellers have to fill up the EVENT number issued by Depository in the column for settlement details along with the market type as
“Buyback”, ISIN, Quantity of shares and CM BP ID of broker and execution date in the Delivery Instruction Slips (DIS) so that Equity Shares
can be tendered for Buyback Offer.
15. For the Eligible Shareholders holding Equity Shares in demat form, the Tender Form and TRS is not required to be submitted to the Company,
Manager or the Registrar. After the receipt of the Equity Shares in dematerialized form by the Clearing Corporation and a valid bid in the
exchange bidding system, the Buyback shall be deemed to have been accepted for the Eligible Shareholders holding Equity Shares in
dematerialized form.

All capitalized terms shall have the meanings ascribed to it in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY-BACK SHOULD BE ADDRESSED TO THE REGISTRAR AT THE
FOLLOWING ADDRESS QUOTING YOUR DP ID AND CLIENT ID:
Investor Service Centre: CARE Ratings Buyback
KFin Technologies Limited (formerly known as KFin Technologies Private Limited)
Address: Selenium Tower-B, Plot 31-32
Financial District, Nanakramguda, Serilingampally,
Hyderabad-500 032
Contact Person: Mr. Murali Krishna Tel: + 91-40 6716 2222; Toll Free No.: 18003094001; E-mail: crl.buyback@kfintech.com;
Investor Grievance Email: einward.ris@kfintech.com; Website: www.kfintech.com;
SEBI Registration Number: INR000000221; CIN: U72400TG2017PLC117649

62
 Form No. SH-4 - Securities Transfer Form

[Pursuant to Section 56 of the Companies Act, 2013 and Sub-Rule (1) of Rule 11 of the Companies
(Share Capital and Debentures) Rules 2014]

Date of execution: ____ /____ /_______

FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)”
named the securities specified below subject to the conditions on which the said securities are now held by the
Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions
aforesaid.

CIN: L 6 7 1 9 0 M H 1 9 9 3 P L C 0 7 1 6 9 1

Name of the company (in full): CARE Ratings Limited

Name of the Stock Exchange where the company is listed, (if any): NSE and BSE

DESCRIPTION OF SECURITIES:

Kind/ Class of securities (1) Nominal value of Amount called up Amount paid up
each per per
unit of security (2) unit of security (3) unit of security (4)

Equity Shares ₹ 10 ₹ 10 ₹ 10

No. of Securities being Transferred Consideration received (₹)

In figures In words In words In figures

Distinctive From
Number
To
Corresponding
Certificate Nos.
Transferors’ Particulars

Registered Folio Number:

Name(s) in full Signature(s)

1.___________________________________________________________________ _______________________

2.___________________________________________________________________ _______________________

3.___________________________________________________________________ _______________________

63
I, hereby confirm that the transferor has signed before me.
Signature of the Witness: __________________________________
Name of the Witness: _____________________________________
Address of the Witness: ______________________________________________________________________________
Pincode: ______________
Transferees’ Particulars
Name in full (1) Father’s/ Mother’s / Spouse Address & E-mail id (3)
Name (2)
1. CARE Ratings Limited 1. N.A. 4th Floor, Godrej Coliseum, Somaiya
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai 400022,
Maharashtra, India
E-mail id: investor.relations@careedge.in
Occupation (4) Existing Folio No., if any (5) Signature (6)

Business 1. ______________________________
2. ______________________________
3. ______________________________

Folio No. of Transferee Specimen Signature of Transferee(s)

__________________________________ 1. _________________________________
2. _________________________________
Value of Stamp affixed: Rs. ____________
3. _________________________________

Enclosures:
1. Certificate of shares or debentures or other securities
2. If no certificate is issued, Letter of allotment
3. Copy of PAN Card of all the Transferees (For all listed
Cos.)
4. Others, Specify, ___________________________

For Office Use Only

Checked by ___________________________________
Signature Tallied by _____________________________
Entered in the Register of Transfer on _______________
__________________ vide Transfer no ______________
Approval Date __________________________________
Power of attorney / Probate / Death certificate / Letter of
Administration
Registered on _______________________________ at
No __________________________________________

On the reverse page of the certificate

Name of Transferor Name of Transferee No. of Shares Date of Transfer

________________ _______________ ____________ ______________

Signature of authorized signatory

64