Mphasis Limited — Capital/Financing Update 2018

Nov 9, 2018

DocuSign Envelope ID: D545166F-CEC1-4A89-B1E3-4091BDAA2E3A

8 November 2018

The Manager, Listing The Manager, Listing BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. c/1, Dalal Street, G-Block, Bandra-Kurla Complex, MUMBAI - 400 001 MUMBAI – 400 051

Dear Sirs,

Sub: Acquisition of Stelligent Systems, LLC

We wish to inform you that Mphasis Corporation, a wholly owned subsidiary of the Company, has today acquired Stelligent Systems, LLC a US based, DevOps, continuous integration and continuous development, service provider in Amazon Web Services (AWS), for consideration up to US$25 million consequent to signing a definitive agreement today regarding the acquisition. The related press release and information required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the “ SEBI Listing Regulations ”) is enclosed.

We request you to take the above on record as required under the SEBI Listing Regulations.

Yours faithfully,

For Mphasis Limited Subramanian Narayan Vice President and Company Secretary

Encl: As above

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DocuSign Envelope ID: D545166F-CEC1-4A89-B1E3-4091BDAA2E3A

Mphasis Acquires Stelligent, the DevOps Automation Services Specialist in the Amazon Web Services (AWS) Ecosystem

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• Mphasis Stelligent boosts Mphasis’ end-to-end capabilities in public cloud with a focus on DevOps and Containerization; further augmenting its managed services capabilities

• Mphasis Stelligent combines best-in-class DevOps and DevSecOps solutions on Amazon Web Services (AWS) and delivery at scale with customer-centric digital transformation and hyper-personalization to enterprise clients

New York/ Bangalore, November 08 2018

Mphasis (BSE: 526299; NSE: MPHASIS), an Information Technology (IT) solutions provider specializing in cloud and cognitive services announced today its acquisition of Stelligent Systems LLC, a technology services company specializing in DevOps automation on Amazon Web Services (AWS). Headquartered in Reston, VA, Stelligent provides DevOps and DevSecOps solutions on AWS. The company is a Premier Consulting Partner on AWS Partner Network (APN) and holds both AWS DevOps and Financial Services expertise in deploying their customers’ applications on AWS with greater speed, agility, and security. The acquisition is an all-cash deal valued at USD 25 million.

Since inception in 2007, Stelligent’s driving mission is to ‘help their customers gain the ability to continuously deploy their software when they want to and with confidence’. The company has been providing leading enterprises, including Fortune 500 companies, with continuous integration and delivery solutions on AWS and has built its brand as a pioneer and visionary within the AWS ecosystem.

“The advent of public cloud infrastructure and SaaS software has elevated the importance of rapid automation in product development and product engineering for enterprises moving to the cloud. Together with Stelligent and its community heroes in the AWS ecosystem, we believe we are uniquely positioned to take advantage of this market opportunity. This allows us to join forces with an equally technically-deep company, bringing innovative, in-depth cloud solutions to enterprises in all Mphasis client segments,” said Nitin Rakesh, CEO and Executive Director, Mphasis.

“Stelligent is very excited to further its DevOps capability across a broader range of clients and become central to Mphasis’ AWS go-to-market strategy. Our engineers will greatly benefit from being part of a larger, complementary tech-centric community; as well as serve enterprises in end-to-end AWS DevOps, DevSecOps and additional AWS cloud services, “said Bill Santos, CEO, Stelligent.

Stelligent’s team of over 50 engineers hold over 100 certifications and significant experience and expertise in DevOps Automation as well as one of a select few consulting partners with two AWS Heroes - an AWS Community Hero and an AWS Hero for Containerization.

Safe Harbor:

Certain statements in this release concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, intense competition in IT services, wage increases in India, our ability to attract and retain highly skilled professionals, our ability to manage our international operations, reduced demand for technology in our key focus areas, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies, and general economic conditions affecting our business and industry. We may, from time to time, make additional written and oral forward-looking statements. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

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DocuSign Envelope ID: D545166F-CEC1-4A89-B1E3-4091BDAA2E3A

About Mphasis

Mphasis (BSE: 526299; NSE: MPHASIS) applies next-generation technology to help enterprises transform businesses globally. Customer centricity is foundational to Mphasis and is reflected in the Mphasis’ Front2Back™ Transformation approach. Front2Back™ uses the exponential power of cloud and cognitive to provide hyper-personalized digital experience to clients and their end customers. Mphasis’ Service Transformation approach helps ‘shrink the core’ through the application of digital technologies across legacy environments within an enterprise, enabling businesses to stay ahead in a changing world. Mphasis’ core reference architectures and tools, speed and innovation with domain expertise and specialization are key to building strong relationships with marquee clients. Click here to know more.

About Stelligent

Stelligent provides DevOps automation professional services on AWS, enabling engineering teams to focus on creating software users love. Our goal is to work closely with customers to develop fundamentally secure infrastructure automation code, deployment pipelines, and feedback mechanisms for faster, more consistent software and infrastructure deployments. For more information, please visit: www.Stelligent.com.

|For further information, please contact:Deepa NagrajMphasis Corporate Communicationsdeepa.nagaraj@mphasis.com+1 (347) 268-0661 | +1 (646) 424-5160+91 9845 256 283|For further information, please contact:Deepa NagrajMphasis Corporate Communicationsdeepa.nagaraj@mphasis.com+1 (347) 268-0661 | +1 (646) 424-5160+91 9845 256 283|Sumana BhatMphasis Corporate Communications|Sumana BhatMphasis Corporate Communications|Sumana BhatMphasis Corporate Communications| |---|---|---|---|---| ||mphasis.com61 | +1 (646) 424-5160|Su0|mana.bhat@mphasis.com9902980980|| |+1 (347) 268-06+91 9845 256 2||||| ||83|||| ||||||

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DocuSign Envelope ID: D545166F-CEC1-4A89-B1E3-4091BDAA2E3A

Annexure

Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/ 4/2015, dated September 9, 2015.

Sl. No.	Particulars	Details
1.	Name of the target entity and brief details;	Stelligent Systems, LLC, (“Stelligent”)
		Stelligent is a technology services company that provides
		DevOps Automation in Amazon Web Services(AWS).
2.	Whether the acquisition would fall within related	No
	party transaction(s) and whether the promoter/
	promoter group/ group companies have any
	interest in the entity being acquired? If yes, nature
	of interest and details thereof and whether the
	same is done at “arm’s length”;
3.	Industry to which the entity being acquired belongs	Information Technology – NextGen services focusing
		on DevOps on the AWS cloud.
4.	Objects and effects of acquisition	The acquisition is expected to provide access to
		strategic proposition in Cloud DevOps and DevSecOps
		within AWS Ecosystem. The acquisition also provides
		capabilities, experience and certified AWS DevOps
		engineers, participation in the following programs:
		AWS Channel Reseller, AWS Government Partner
		Program, AWS Managed Service Program, AWS
		Marketplace Seller and AWS Solution Provider Program
5.	Brief details of any governmental or regulatory	None
	approvals required for the acquisition;
6.	Indicative time period for completion of the	The acquisition closed on 8 November 2018
	acquisition;	consequent to signing the definitive agreement.
7.	Nature of consideration - whether cash	Cash
	consideration or share swap and details of the
	same;
8.	Cost of acquisition or the price at which the shares	Up to US$ 25 million including employee retentions.
	are acquired;
9.	Percentage of shareholding / control acquired and	100% interest in the LLC.
	/ or number of shares acquired;
10.	Brief background	Stelligent was founded in 2007 and is headquartered in
		Reston, Virginia, US. Stelligent was acquired by
		Hosting.com Inc. in March 2017. Stelligent is acquired
		by Mphasis from Hosting.com. Inc.

Stelligent provides continuous integration and continuous delivery solutions in AWS to create always releasable software. With Stelligent's core offering, companies receive a custom Cloud Delivery platform on top of AWS' infrastructure that is fully scripted, tested, versioned and continuous delivery systems so that customers can deliver software to their users at the click of a button.

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