Nature and Purpose of the Meeting

The Special Committee of Board of Directors meeting was held to approve the terms of issuance of Non-Convertible Debentures and Commercial Paper as part of long-term debt financing for the acquisition of Nagarro SE.

Details of Resolutions Passed

Non-Convertible Debentures (NCDs):

  • Approved issuance of up to INR 8,000 Crores (INR Eight Thousand Crores only)
  • Type: Non-convertible Debentures (NCD)
  • Issuance method: Private placement
  • Quantity: Up to 8,00,000 NCDs
  • Listing: To be listed on National Stock Exchange of India Limited
  • Specific terms including tenure, coupon/interest, payment schedule, security charges, and special rights will be as set out in the key information document

Commercial Paper (CP):

  • Approved issuance of up to INR 1,000 Crores (INR One Thousand Crores only)
  • Type: Commercial Paper (CP)
  • Issuance method: Private placement
  • Quantity: Up to 20,000 CPs
  • Listing: To be listed on National Stock Exchange of India Limited
  • Tenure: Up to 1 (one) year from the date of allotment
  • Security: Unsecured
  • Specific terms including coupon/interest, payment schedule, and special rights will be as set out in the key information document

Financial Impact

  • Total debt financing approved: INR 9,000 Crores (INR 8,000 Cr NCDs + INR 1,000 Cr CP)
  • The funds are specifically for financing the acquisition of Nagarro SE

Timing of the Meeting

  • Commencement: 1002 Hrs (IST)
  • Conclusion: 1020 Hrs (IST)
  • Date: October 16, 2026

Compliance References

  • Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023
  • SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • References previous communications: Ref. No. NSE & BSE / 2026-27 / 115, 118, 146, 147

Other Material Disclosures

  • The approval follows the recommendation of the Board of Directors dated September 2, 2026
  • Shareholder approval was obtained through Extraordinary General Meeting held on October 5, 2026
  • The Board delegated authority through resolution dated October 15, 2026, approving re-constitution of the Special Committee
  • The document does not specify detailed use of proceeds beyond the Nagarro SE acquisition financing
  • No cancellation or termination of the proposal is applicable