TCS Group Holding PLC announces intention to delist GDRs and terminate its Rule 144A GDR Programme

TCS Group Holding PLC (the "Company") hereby announces that it intends to request the Financial Conduct Authority (the "FCA") to cancel the standard listing of the Company's global depositary receipts (Regulation S GDRs ISIN US87238U2033; Rule 144A GDRs ISIN US87238U1043) (the "GDRs") on the FCA's Official List, and to request the London Stock Exchange (the "LSE") to cancel the admission of the GDRs to trading on the LSE's main market for listed securities with effect from 8:00 a.m. (London time) on 31 January 2024 (the "Delisting").

Capitalised terms used but not defined herein shall have the meaning give to them in the deposit agreement dated 24 October 2013 entered into between the Company and JPMorgan Chase Bank N.A. ("JPM"), in its capacity as depositary, establishing the Company's GDR program, as subsequently amended and restated to govern the Company's Rule 144A GDR Programme (the "Rule 144A Deposit Agreement").

Regulation S GDR Programme

Conditional on the occurrence of the Delisting, on 1 February 2024 (the "Termination Date"), RCS Issuer Services S.AR.L. will become successor depositary for the Company's Regulation S GDR programme.

Rule 144A GDR Programme
Conditional on the occurrence of the Delisting, on the Termination Date, the Company will terminate its Rule 144A GDR programme and the Rule 144A Deposit Agreement (the "Rule 144A GDR Programme Termination").

Prior to the Termination Date, Holders may seek to cancel their Rule 144A GDRs and, subject to the payment of surrender fees and otherwise in accordance with the Rule 144A Deposit Agreement, receive the relevant number of Shares represented by the Rule 144 GDRs they hold. With effect from the Termination Date, JPM, as depositary for the Rule 144A GDR programme, will not pass on dividends or take any other action, except that, if any Rule 144A GDRs remain outstanding, the Depositary shall either (i) if possible, as soon as reasonably practicable, sell the Deposited Property then held by it in the Rule 144A GDR programme and deliver the net proceeds pro rata to the remaining Rule 144A GDR Holders; or (ii) deliver all Deposited Property then held by it in the Rule 144A GDR program to the Company, which shall then use its reasonable endeavours to deliver such Deposited Property to the remaining Rule 144A GDR Holders.

However, there is no guarantee that (or on what terms) the Depositary will be able to sell any Deposited Property remaining in the Rule 144A GDR programme following the Termination Date, or that the Company will be able to deliver Deposited Property to remaining Rule 144A GDR Holders. Accordingly, Rule 144A GDR Holders are advised to seek to cancel their Rule 144A GDRs as soon as possible prior to the Termination Date.

For further information please contact:
[e-mail]