Mphasis Limited — Interim / Quarterly Report 2022

Oct 21, 2021

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

21 October 2021

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: Outcome of the Board Meeting

We wish to inform you that the Board of Directors of the Company, at its meeting held over 20 and 21 October 2021, which concluded at 9.50 pm (IST) today, have considered and approved the following:

• a. Audited consolidated financial results of Mphasis Group for the quarter and half year ended 30 September 2021 in the prescribed format;

• b. Audited financial results of Mphasis Limited for the quarter and half year ended 30 September 2021 in the prescribed format;

• c. Statement of consolidated audited financial results of Mphasis Group for the quarter and half year ended 30 September 2021, being the extract of the financial results in the prescribed format, as being published in the Newspapers; and

• d. Report of the Auditor’s on the consolidated and standalone financial results;

The above together with the related Press Release are enclosed.

Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the aforesaid financial results together with the report of the Auditors’ and the Press Release are being uploaded on the Stock Exchanges through https://www.connect2nse.com/LISTING/ and http://listing.bseindia.com/. Further, the financial results are also being uploaded on the Company’s website: www.mphasis.com.

We request you to kindly take the above on record as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Thanking you, For Mphasis Limited Subramanian Narayan Senior Vice President and Company Secretary

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Encl: As above

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

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Mphasis Group

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048.

Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

CIN:L30007KA1992PLC025294

Amounts in ` million except share and per share data, unless otherwise stated Statement of Consolidated Audited Financial Results for the quarter and six months ended 30 September 2021

					Audited	Audited
	Particulars		Quarter ended			Six months ended		Year ended
		30 September 2021	30June 2021	30 September 2020		30 September 2021	30 September 2020	31 March 2021
	Revenue from operations	28,692.27	26,908.34	24,354.29		55,600.61	47,236.43	97,223.11
	Other income	439.38	467.12	261.17		906.50	637.88	1,329.45
	Total income(I)	29,131.65	27,375.46	24,615.46		56,507.11	47,874.31	98,552.56
	Expenses
	Employee benefits expense	16,785.93	15,638.64	14,351.30		32,424.57	27,379.71	56,297.86
	Finance costs	162.66	156.71	147.45		319.37	342.12	634.15
	Depreciation and amortization expense	659.97	623.19	599.76		1,283.16	1,194.23	2,417.88
	Other expenses	6,926.47	6,376.41	5,478.76		13,302.88	11,154.39	22,896.59
	Total expenses (II)	24,535.03	22,794.95	20,577.27		47,329.98	40,070.45	82,246.48
	Profit before tax (III) [(I)-(II)]	4,596.62	4,580.51	4,038.19		9,177.13	7,803.86	16,306.08
	Tax expense
	Current tax	1,295.08	1,157.35	1,028.12		2,452.43	1,917.48	4,094.30
	Deferred tax	(113.03)	26.30	17.79		(86.73)	142.95	43.73
	Total tax expense	1,182.05	1,183.65	1,045.91		2,365.70	2,060.43	4,138.03
	Profit for theperiod(A)	3,414.57	3,396.86	2,992.28		6,811.43	5,743.43	12,168.05
	Other comprehensive income / (losses) ('OCI')
	Items to be reclassified to profit or loss in subsequent periods
	Exchange differences on translation of financial statements of foreign operations	(105.70)	438.89	(429.99)		333.19	(423.89)	(415.14)
	Net change in fair value of derivatives designated as cash flow hedges	614.89	(180.64)	1,012.95		434.25	1,644.01	2,209.78
	Income tax effect on cash flow hedges	(213.33)	62.55	(353.64)		(150.78)	(575.50)	(771.73)
	Items not to be reclassified to profit or loss in subsequent periods
	Re-measurement gains / (losses) on defined employee benefit plans	(144.63)	(60.71)	(3.97)		(205.34)	(42.50)	(90.98)
	Income tax effect on the above	50.32	21.12	1.32		71.44	14.79	30.79
	Total OCI for theperiod, net of tax(B)	201.55	281.21	226.67		482.76	616.91	962.72
	Total comprehensive income for theperiod(A+B)	3,616.12	3,678.07	3,218.95		7,294.19	6,360.34	13,130.77
	Profit for the period attributable to:
	Equity owners of the Company	3,414.57	3,396.86	2,992.28		6,811.43	5,743.43	12,168.05
	Non-controllinginterests	-	-	-		-	-	-
		3,414.57	3,396.86	2,992.28		6,811.43	5,743.43	12,168.05
	OCI for the period attributable to:
	Equity owners of the Company	201.55	281.21	226.67		482.76	616.91	962.72
	Non-controllinginterests	-	-	-		-	-	-
		201.55	281.21	226.67		482.76	616.91	962.72
	Total comprehensive income for the period attributable to:
	Equity owners of the Company	3,616.12	3,678.07	3,218.95		7,294.19	6,360.34	13,130.77
	Non-controllinginterests	-	-	-		-	-	-
		3,616.12	3,678.07	3,218.95		7,294.19	6,360.34	13,130.77
	Equity share capital	1,873.05	1,871.81	1,866.30		1,873.05	1,866.30	1,870.49
	Other equity	58,699.26	67,164.98	56,374.29		58,699.26	56,374.29	63,396.61
	Earnings per equity share (par value`10 per share)
	Basic (`)	18.23	18.16	16.04		36.39	30.79	65.18
	Diluted(`)	17.96	17.91	15.87		35.87	30.52	64.43

Segment reporting

Operating segments are defined as components of the Group for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group’s Chief Operating Decision Maker (‘CODM’) is the Chief Executive Officer.

The Group has identified business segments as reportable segments. During the current quarter, Banking and Capital Markets business segment has been renamed as Banking and Financial Services and Information Technology Communication and Entertainment business segment has been renamed as Technology Media and Telecom. The business segments identified are Banking and Financial Services, Logistics and transportation, Technology Media and Telecom, Insurance, and Others.

CODM does not review assets and liabilities at reportable segments level, hence segment disclosures relating to total assets and liabilities have not been provided.

				Quarter ended		Six months ended	Six months ended	Year ended
			30 September 2021	30June 2021	30 September 2020	30 September 2021	30 September 2020	31 March 2021
	Segment revenue
	Banking and Financial Services		15,532.31	13,705.51	12,949.92	29,237.82	24,189.61	49,860.69
	Logistics and Transportation		3,724.66	3,743.60	2,979.25	7,468.26	6,213.64	12,681.47
	Technology Media and Telecom		3,562.94	3,800.96	2,860.32	7,363.90	6,118.24	12,924.95
	Insurance		2,502.91	2,445.83	2,307.59	4,948.74	4,600.84	9,508.91
	Others		3,136.82	3,052.74	3,140.98	6,189.56	6,152.60	11,944.35
	Unallocated - hedge		232.63	159.70	116.23	392.33	(38.50)	302.74
	Total segment revenue		28,692.27	26,908.34	24,354.29	55,600.61	47,236.43	97,223.11
	Segment result
	Banking and Financial Services		3,591.41	3,097.53	3,255.54	6,688.94	6,002.74	12,203.60
	Logistics and Transportation		1,460.40	1,561.42	1,126.70	3,021.82	2,360.63	5,121.86
	Technology Media and Telecom		689.82	506.82	563.36	1,196.64	1,167.56	2,629.05
	Insurance		674.39	732.23	748.48	1,406.62	1,402.73	3,129.13
	Others		1,118.00	1,107.32	1,100.47	2,225.32	2,160.37	4,226.25
	Unallocated - hedge		232.63	159.70	116.23	392.33	(38.50)	302.74
	Total segment result		7,766.65	7,165.02	6,910.78	14,931.67	13,055.53	27,612.63
	Finance costs		(162.66)	(156.71)	(147.45)	(319.37)	(342.12)	(634.15)
	Other income		439.38	467.12	261.17	906.50	637.88	1,329.45
	Other unallocable expenditure		(3,446.75)	(2,894.92)	(2,986.31)	(6,341.67)	(5,547.43)	(12,001.85)
	Profit before taxation		4,596.62	4,580.51	4,038.19	9,177.13	7,803.86	16,306.08

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

CIN:L30007KA1992PLC025294

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Mphasis Group

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048.

Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

Amounts in ` million except share and per share data, unless otherwise stated

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255	DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255	DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255	DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255	DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255
Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
CIN:L30007KA1992PLC025294
Amounts in`million except share andper share data,unless otherwise stated
	Consolidated Balance Sheet	As at 30 September 2021	As at 31 March 2021
	ASSETS Non-current assets
	Property, plant and equipment Capital work-in-progress Right-of-use assets Goodwill Other intangible assets Financial assets Investments Other financial assets Deferred tax assets (net) Income tax assets (net) Other assets	2,141.65 14.07 7,115.18 26,784.48 2,055.97 4,497.52 1,668.09 1,382.20 5,582.37 912.89	2,117.82 31.27 5,677.15 21,325.67 1,074.48 3,114.28 1,475.92 1,260.72 5,496.40 1,013.12
	Total non-current assets	52,154.42	42,586.83
	Current assets Financial assets Investments Trade receivables Unbilled receivables Cash and cash equivalents Bank balances other than cash and cash equivalents Loans Other financial assets Other assets	15,610.78 9,972.06 10,666.71 10,707.38 1,520.61 57.02 3,030.84 4,437.62	15,345.90 9,294.82 9,210.05 7,711.44 2,910.98 154.45 2,595.22 4,179.79
	Total current assets	56,003.02	51,402.65
	TOTAL ASSETS	108,157.44	93,989.48
	EQUITY AND LIABILITIES EQUITY Share capital Other equity	1,873.05 58,699.26	1,870.49 63,396.61
	Total equity	60,572.31	65,267.10
	LIABILITIES Non-current liabilities Financial liabilities Lease liabilities Other financial liabilities Employee benefit obligations Deferred tax liabilities (net) Income tax liabilities (net) Other liabilities	6,583.12 1,442.86 1,012.46 455.35 221.29 570.69	5,370.38 39.69 727.68 342.86 242.25 562.53
	Total non-current liabilities	10,285.77	7,285.39
	Current liabilities Financial liabilities Borrowings Lease liabilities Trade payables - outstanding dues to micro and small enterprises - outstanding dues to creditors other than micro and small enterprises Other financial liabilities Other liabilities Employee benefit obligations Provisions Income tax liabilities(net)	6,146.12 1,548.97 5.16 6,764.30 14,464.71 4,464.33 1,168.47 676.62 2,060.68	5,134.50 1,306.14 4.94 5,959.02 3,241.49 2,770.22 970.11 496.99 1,553.58
	Total current liabilities	37,299.36	21,436.99
	TOTAL EQUITY AND LIABILITIES	108,157.44	93,989.48

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

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Mphasis Group

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048.

Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

CIN:L30007KA1992PLC025294

Amounts in ` million except share and per share data, unless otherwise stated

Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Group Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
CIN:L30007KA1992PLC025294
Amounts in`million except share andper share data,unless otherwise stated
	Consolidated statement of cash flows		Six months ended 30 September 2021		Six months ended 30 September 2020
	Operating activities Profit before tax Adjustments to reconcile profit before tax to net cash provided by operating activities: Depreciation and amortization expense (Profit) /loss on sale of property, plant and equipment and intangible assets Net gain on investments carried at fair value through profit and loss Share based payment expenses Provision for expected credit loss Finance costs Interest income Others Unrealized exchangegain,net		9,177.13 1,283.16 (4.93) (502.26) 36.42 37.86 319.37 (159.84) (20.50) (59.07)		7,803.86 1,194.23 0.14 (430.91) 69.46 76.94 342.12 (106.09) (21.10) (2.56)
	Operating profit before changes in operating assets and liabilities Changes in operating assets and liabilities Trade receivables and unbilled receivables Loans Other financial assets Other assets Trade payables Other financial liabilities Other liabilities Provisions and employee benefit obligations		10,107.34 (1,576.39) 104.80 (55.09) (23.90) 763.95 174.56 334.41 418.61		8,926.09 (353.57) 182.95 51.82 702.59 (1,641.65) 201.29 777.72 62.32
	Total changes in operating assets and liabilities Income taxpaid(net of refunds)		140.95 (2,027.25)		(16.53) (1,635.37)
	Net cash flowsgenerated from operating activities(A)		8,221.04		7,274.19
	Investing activities Purchase of property, plant and equipment and intangible assets Proceeds from sale of property, plant and equipment and intangible assets Purchase of investments Sale of investments Interest received		(387.61) 5.91 (29,006.86) 27,861.00 138.65		(650.91) 0.20 (47,295.36) 44,181.41 73.40
	Payment for business acquisition, net of cash acquired (`200.39)		(5,218.80)		-
	Investments in bank deposits Redemption / maturityof bank deposits		(486.52)		(1,551.52)
			1,713.17		610.63
	Net cash flows used in investing activities(B)		(5,381.06)		(4,632.15)
	Financing activities Proceeds from issue of shares Repayment of borrowings Availment of borrowings Interest paid Repayment of lease liabilities
			150.23		44.68
			(8,553.48)		(5,619.93)
			9,525.15		5,558.02
			(315.95)		(330.02)
			(672.34)		(677.99)
	Dividendspaid		(2.77)		(6,522.99)
	Net cash flowsgenerated from /(used in) financing activities(C)		130.84		(7,548.23)
	Net increase /(decrease) in cash and cash equivalents(A+B+C)		2,970.82		(4,906.19)
	Effect of exchange rate changes Cash and cash equivalents at the beginningof theperiod		25.12		46.65
			7,711.44		9,880.01
	Cash and cash equivalents at the end of theperiod		10,707.38		5,020.47
	Components of cash and cash equivalents In current accounts Deposits with original maturity of less than 3 months Cash on hand
			10,355.20		4,523.93
			352.00		496.51
			0.18		0.03
	Total cash and cash equivalents		10,707.38		5,020.47
1 2	Notes:
	The financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) 34, Interim Financial Reporting, specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time. These results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 21 October 2021. The statutory auditors have expressed an unmodified audit opinion on these results.
	Audited Financial Results of Mphasis Limited(Standalone information).
	Particulars	Quarter ended			Six months ended		Year ended
		30 September 2021	30June 2021	30 September 2020	30 September 2021	30 September 2020	31 March 2021
	Revenue from operations Profit before tax Profit after tax	17,803.08	16,029.54	14,056.35	33,832.62	25,386.43	55,612.51 14,457.64 11,103.62
		4,033.66	4,065.05	3,761.92	8,098.71	6,443.89
		2,984.73	3,076.42	2,785.21	6,061.15	4,786.64
3 4 5	The audited results of Mphasis Limited for the above mentioned periods are available on Company’s website, www.mphasis.com and on the Stock Exchange websites, www.nseindia.com and www.bseindia.com. The information above has been extracted from the audited annual / condensed interim standalone financial statements as stated.
	The Board of Directors at their meeting held on 13 May 2021 had proposed a final dividend of ` 65 per equity share for the year ended 31 March 2021 which has been approved by the shareholders at the Annual General Meeting held on 29 September 2021. The liability was accrued as at 30 September 2021 and the same has subsequently paid on 4 October 2021.
	On 21 September 2021, the Company through its wholly owned subsidiary, Mphasis Corporation, obtained control of Blink Interactive, Inc and its subsidiaries (‘Blink’) by acquiring 100% of its shares in cash. Blink is a user experience research, strategy, and design firm that works with some of the leading enterprises to create transformative digital products, brands, and experiences for clients. The acquisition seeks to boost Mphasis’ Experience competencies with end-to-end capabilities in User Experience Research, Strategy, Design, and Implementation. The acquisition was executed through a merger agreement for a consideration of USD 93.39 million (6,932.70 million) including the fair value of earnout consideration payable amounting to USD 18.58 million ( 1,378.99 million). The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill. Net assets acquired include200.39 million of cash and cash equivalents and trade and other receivables valued at580.33 million. Trade and other receivables are expected to be collected in full. Goodwill of`5,157.72 million comprises value of acquired workforce and expected synergies arising from the acquisition. The Group is assessing the deductibility of identified intangible assets and goodwill for tax purposes. Goodwill has been allocated to the Blink cash generating unit.
	Change in Control - For the period upto 10 August 2021, the holding company and ultimate holding company were Marble II Pte Ltd. and Blackstone Capital Partners (Cayman II) VI L.P respectively. On 10 August 2021, Marble II Pte Ltd. sold the shares held in the Company to BCP Topco IX Pte. Ltd. This consequently led to a change of control. Accordingly, with effect from 10 August 2021, the holding company and ultimate holdingcompanyare BCP Topco IX Pte. Ltd and BCP Asia(SG)Mirror HoldingPte Ltd respectively.
By Order of the Board, Mphasis Limited New York Nitin Rakesh 21 October 2021 Chief Executive Officer & Managing Director NITIN RAKESH Digitally signed by NITIN RAKESH

		Particulars		Quarter ended		Six months ended	Six months ended	Year ended
			30 September 2021	30June 2021	30 September 2020	30 September 2021	30 September 2020	31 March 2021
	Revenue from operations		17,803.08	16,029.54	14,056.35	33,832.62	25,386.43	55,612.51
	Profit before tax		4,033.66	4,065.05	3,761.92	8,098.71	6,443.89	14,457.64
	Profit after tax		2,984.73	3,076.42	2,785.21	6,061.15	4,786.64	11,103.62

The audited results of Mphasis Limited for the above mentioned periods are available on Company’s website, www.mphasis.com and on the Stock Exchange websites, www.nseindia.com and www.bseindia.com. The information above has been extracted from the audited annual / condensed interim standalone financial statements as stated. 3 The Board of Directors at their meeting held on 13 May 2021 had proposed a final dividend of 65 per equity share for the year ended 31 March 2021 which has been approved by the shareholders at the Annual General Meeting held on 29 September 2021. The liability was accrued as at 30 September 2021 and the same has subsequently paid on 4 October 2021. 4 On 21 September 2021, the Company through its wholly owned subsidiary, Mphasis Corporation, obtained control of Blink Interactive, Inc and its subsidiaries (‘Blink’) by acquiring 100% of its shares in cash. Blink is a user experience research, strategy, and design firm that works with some of the leading enterprises to create transformative digital products, brands, and experiences for clients. The acquisition seeks to boost Mphasis’ Experience competencies with end-to-end capabilities in User Experience Research, Strategy, Design, and Implementation. The acquisition was executed through a merger agreement for a consideration of USD 93.39 million ( 6,932.70 million) including the fair value of earnout consideration payable amounting to USD 18.58 million ( 1,378.99 million). The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill. Net assets acquired include 200.39 million of cash and cash equivalents and trade and other receivables valued at 580.33 million. Trade and other receivables are expected to be collected in full. Goodwill of 5,157.72 million comprises value of acquired workforce and expected synergies arising from the acquisition. The Group is assessing the deductibility of identified intangible assets and goodwill for tax purposes. Goodwill has been allocated to the Blink cash generating unit. 5 Change in Control - For the period upto 10 August 2021, the holding company and ultimate holding company were Marble II Pte Ltd. and Blackstone Capital Partners (Cayman II) VI L.P respectively. On 10 August 2021, Marble II Pte Ltd. sold the shares held in the Company to BCP Topco IX Pte. Ltd. This consequently led to a change of control. Accordingly, with effect from 10 August 2021, the holding company and ultimate holding company are BCP Topco IX Pte. Ltd and BCP Asia (SG) Mirror Holding Pte Ltd respectively.

By Order of the Board, Mphasis Limited

NITIN RAKESH[Digitally signed ] by NITIN RAKESH

New York 21 October 2021

Nitin Rakesh Chief Executive Officer & Managing Director

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

	Mphasis Limited	Mphasis Limited	Mphasis Limited	Mphasis Limited	Mphasis Limited	Mphasis Limited	Mphasis Limited
	Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
		CIN:L30007KA1992PLC025294
		Amounts in₹million except share andper share data,unless otherwise stated
	Statement of Standalo	ne Audited Financial Results for thequarter and six months ended 30 September 2021
		Audited
	Particulars	Quarter ended			Six months ended		Year ended
		30 September 2021	30June 2021	30 September 2020	30 September 2021	30 September 2020	31 March 2021
	Revenue from operations Other income	17,803.08 307.20	16,029.54 328.09	14,056.35 159.20	33,832.62 635.29	25,386.43 389.68	55,612.51 894.59
	Total income (I)	18,110.28	16,357.63	14,215.55	34,467.91	25,776.11	56,507.10
	Expenses Employee benefits expense Finance costs Depreciation and amortization expense Other expenses	5,718.14 130.72 361.64 7,866.12	5,095.49 128.88 358.68 6,709.53	4,509.95 121.00 378.89 5,443.79	10,813.63 259.60 720.32 14,575.65	8,845.33 278.57 757.64 9,450.68	17,745.41 520.52 1,505.51 22,278.02
	Total expenses (II)	14,076.62	12,292.58	10,453.63	26,369.20	19,332.22	42,049.46
	Profit before tax(III) [(I)-(II)]	4,033.66	4,065.05	3,761.92	8,098.71	6,443.89	14,457.64
	Tax expenses	1,104.45 (55.52)	1,012.97 (24.34)	1,012.42 (35.71)	2,117.42 (79.86)	1,613.33 43.92	3,367.03 (13.01)
	Current tax
	Deferred tax
	Total tax expenses	1,048.93	988.63	976.71	2,037.56	1,657.25	3,354.02
	Profit for theperiod(A)	2,984.73	3,076.42	2,785.21	6,061.15	4,786.64	11,103.62
	Other comprehensive income / (losses) ('OCI') Items to be reclassified to profit or loss in subsequent periods Net change in fair value of derivatives designated as cash flow hedges Income tax effect on the above Items not to be reclassified to profit or loss in subsequent periods Re-measurement gains / (losses) on defined employee benefit plans Income tax effect on the above	599.21 (209.39) (142.07) 49.65	(174.81) 61.09 (56.02) 19.57	1,009.63 (352.80) (2.79) 0.97	424.40 (148.30) (198.09) 69.22
						1,654.40	2,205.21
						(578.11)	(770.59)
						(40.48)	(77.08)
						14.14	26.94
	Total OCI for theperiod, net of tax(B)	297.40	**(150.17) **	655.01	147.23	1,049.95	1,384.48
	Total comprehensive income for theperiod(A+B)	3,282.13	2,926.25	3,440.22	6,208.38	5,836.59	12,488.10
	Equity share capital Other equity	1,873.05 35,446.81	1,871.81 44,246.52	1,866.30 34,326.57	1,873.05 35,446.81	1,866.30 34,326.57	1,870.49 41,229.97
	Earnings per equity share (par value ₹ 10 per share)	15.94 15.70	16.44 16.22	14.93 14.77	32.38 31.91	25.66 25.44	59.48 58.79
	Basic (₹)
	Diluted (₹)
	Segment reporting
	In accordance with Ind AS 108, Operating segments, the Company is no	t required to disclose segment information in standalone financial results. Refer the consolidated financial results for segment information.

Page 1 of 3

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

Mphasis Limited

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

CIN:L30007KA1992PLC025294

Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
CIN:L30007KA1992PLC025294
	Amounts in₹million except share andper share data,unless otherwise stated
	Standalone Balance Sheet	**As at 30 September 2021 **	As at 31 March 2021
	ASSETS Non-current assets	1,519.77 9.14 4,416.41 64.90 15,538.32 2,820.74 976.97 932.05 4,587.45 383.64	1,583.53 6.57 4,298.72 75.42 16,061.89 - 789.92 931.26 4,585.79 585.59
	Property, plant and equipment
	Capital work-in-progress Right-of-use assets Other intangible assets Financial assets Investments Loans
	Other financial assets Deferred tax assets (net)
	Income tax assets (net) Other assets
	Total non-current assets	31,249.39	28,918.69
	Current assets Financial assets Investments Trade receivables Unbilled receivables Cash and cash equivalents Bank balances other than cash and cash equivalents Loans	10,306.77 8,073.87 7,202.52 5,848.38 713.61 12.58 2,892.42 2,767.36	7,739.73 5,944.53 4,984.52 4,891.44 1,646.58 128.78 2,531.02 2,655.77
	Other financial assets
	Other assets
	Total current assets	37,817.51	30,522.37
	TOTAL ASSETS	69,066.90	59,441.06
	EQUITY AND LIABILITIES EQUITY Share capital Other equity	1,873.05 35,446.81	1,870.49 41,229.97
	Total equity	37,319.86	43,100.46
	LIABILITIES Non-current liabilities Financial liabilities Lease liabilities Other financial liabilities Employee benefit obligations Other liabilities	4,369.18 62.95 984.42 4.70	4,359.31 35.52 703.68 4.63
	Total non-current liabilities	5,421.25	5,103.14
	Current liabilities Financial liabilities Borrowings Lease liabilities Trade payables - outstanding dues to micro and small enterprises - outstanding dues to creditors other than micro and small enterprises	2,880.00 899.88 5.15 6,107.34 11,773.31 1,920.07 367.02 638.09 1,734.93	1,881.10 786.83 4.93 5,038.44 909.85 711.94 257.76 408.42 1,238.19
	Other financial liabilities
	Other liabilities Employee benefit obligations Provisions Income tax liabilities(net)
	Total current liabilities	26,325.79	11,237.46
	TOTAL EQUITY AND LIABILITIES	69,066.90	59,441.06

Page 2 of 3

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

Mphasis Limited

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

CIN:L30007KA1992PLC025294

Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com	Mphasis Limited Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
CIN:L30007KA1992PLC025294
	Amounts in₹million except share andper share data,unless otherwise stated
1 2 3	Standalone statement of cash flows	Six months ended 30 September 2021	Six months ended 30 September 2020
	Operating activities Profit before tax Adjustments to reconcile profit before tax to net cash provided by operating activities: Depreciation and amortization expense (Profit) / loss on sale of property, plant and equipment and intangible assets Net gain on investments carried at fair value through profit and loss Share based payment expenses Provision for expected credit loss Finance costs Interest income Others Unrealized exchange(gain)/loss,net	8,098.71 720.32 (4.91) (262.67) 15.34 25.19 259.60 (74.76) (19.12) (59.12)	6,443.89 757.64 0.15 (168.95) 18.25 45.27 278.57 (56.88) (20.28) (2.47)
	Operating profit before changes in operating assets and liabilities Changes in operating assets and liabilities Trade receivables and unbilled receivables Loans Other financial assets Other assets Trade payables Other financial liabilities Other liabilities Provisions and employee benefit obligations	8,698.58 (4,310.56) 116.20 8.75 93.60 1,069.12 38.07 (58.16) 421.58	7,295.19 (732.05) 122.67 119.44 202.47 1,553.57 (383.51) 33.64 (41.70)
	Total changes in operating assets and liabilities Income taxpaid(net of refunds)	(2,621.40) (1,622.35)	874.53 (992.66)
	Net cash flowsgenerated from operating activities(A)	4,454.83	7,177.06
	Investing activities Purchase of property, plant and equipment and intangible assets Proceeds from sale of property, plant and equipment and intangible assets Purchase of investments Sale of investments Loans given to subsidiaries Interest received Investments in bank deposits Redemption / maturityof bank deposits	(252.60) 5.21 (23,413.44) 21,632.64 (2,820.74) 75.85 (402.32) 1,186.77	(331.26) - (32,722.36) 28,863.28 - 27.46 (463.86) 10.97
	Net cash flows used in investing activities(B)	(3,988.63)	(4,615.77)
	Financing activities Proceeds from issue of shares Repayment of borrowings Availment of borrowings Interest paid Repayment of lease liabilities Dividendspaid	150.23 (733.95) 1,730.00 (257.39) (395.38) (2.77)	44.68 (3,519.97) 3,465.56 (265.88) (465.39) (6,522.99)
	Net cash flowsgenerated from/(used in) financing activities(C)	490.74	(7,263.99)
	Net increase /(decrease) in cash and cash equivalents(A+B+C)	956.94	(4,702.70)
	Cash and cash equivalents at the beginningof theperiod	4,891.44	7,464.52
	Cash and cash equivalents at the end of theperiod	5,848.38	2,761.82
	Components of cash and cash equivalents In current accounts Deposits with original maturity of less than 3 months Total cash and cash equivalents	5,554.38 294.00 5,848.38	2,507.69 254.13 2,761.82
	Notes: The financial results have been prepared in accordance with the Indian Accounting Standards ("Ind AS") 34, Interim Financial Reporting under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time. These results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 21 October 2021. The statutoryauditors have expressed an unmodified audit opinion on these results.
	The Board of Directors at their meeting held on 13 May 2021 had proposed a final dividend of ` 65 per equity share for the year ended 31 March 2021 which has been approved by the shareholders at the Annual General Meetingheld on 29 September 2021. The liabilitywas accrued as at 30 September 2021 and the same has subsequently paid on 4 October 2021.
	Change in control- For the period upto 10 August 2021, the holding company and ultimate holding company were Marble II Pte Ltd. and Blackstone Capital Partners (Cayman II) VI L.P respectively. On 10 August 2021, Marble II Pte Ltd. sold the shares held in the Company to BCP Topco IX Pte. Ltd. This consequently led to a change of control. Accordingly, with effect from 10 August 2021, the holding company and ultimate holding company are BCP Topco IX Pte. Ltd and BCP Asia (SG) Mirror Holding Pte Ltd respectively.
	By Order of the Board, Mphasis Limited New York Nitin Rakesh 21 October 2021 Chief Executive Officer & Managing Director NITIN RAKESH Digitally signed by NITIN RAKESH

Page 3 of 3

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

B S R & Co. LLP

Chartered Accountants

Embassy Golf Links Business Park, Pebble Beach, B Block, 3[rd] Floor, Off Intermediate Ring Road, Bengaluru-560 071 India

Telephone: + 91 80 4682 3000 Fax: + 91 80 4682 3999

INDEPENDENT AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OF MPHASIS LIMITED

Report on the audit of the Consolidated Interim Financial Results

Opinion

(“Holding Company”) and its subsidiaries listed in Annexure I (Holding Company and its subsidiaries together referred to as ‘the Group’), for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021 (“consolidated interim financial results”), attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us, the consolidated interim financial results:

• a. include the interim financial results of the entities listed in Annexure I;

• b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended; and

• c. give a true and fair view, in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive income and other financial information of the Group for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Interim Financial Results section of our report. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the condensed consolidated interim financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated interim financial results.

Page 1 of 4

Principal Office: 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Express Highway, Goregaon (East), Mumbai - 400063

B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

Management’s and Board of Directors’ Responsibilities for the Consolidated Interim Financial Results

These consolidated interim financial results have been prepared on the basis of the condensed consolidated interim financial statements.

The Holding Company’s management and the Board of Directors are responsible for the preparation and presentation of these consolidated interim financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under section 133 of the Act, other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective management and Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated interim financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated interim financial results by the management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated interim financial results, the respective management and the Board of Directors of the entities included in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intend to liquidate the entity or to cease operations, or have no realistic alternative but to do so.

The respective Board of Directors of the entities included in the Group are responsible for overseeing the financial reporting process of each entity.

Auditor’s Responsibilities for the Audit of the Consolidated Interim Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated interim financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated interim financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated interim financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

Page 2 of 4

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

Auditor’s Responsibilities for the Audit of the Consolidated Interim Financial Results ( continued)

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated interim financial results made by management and the Board of Directors.

• Conclude on the appropriateness of the use of the going concern basis of accounting by management and Board of Directors and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated interim financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group (Holding Company and its subsidiaries) to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated interim financial results, including the disclosures, and whether the consolidated interim financial results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group to express an opinion on the consolidated interim financial results. We are responsible for the direction, supervision and performance of the audit of financial information of the entities included in the consolidated interim financial results. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated interim financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit of the consolidated interim financial results.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

for B S R & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W/W-100022

AMIT Digitally signed by AMIT SOMANI SOMANI Date: 2021.10.21 19:35:15 +05'30'

Amit Somani

Partner

Bengaluru 21 October 2021

Membership No.: 060154 UDIN: 21060154AAAACP1316

Page 3 of 4

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

Mphasis Limited

Annexure I: List of entities consolidated

1	Mphasis Corporation
2	Mphasis Deutschland GmbH
3	Mphasis Australia Pty Limited
4	Mphasis (Shanghai) Software & Services Company Limited
5	Mphasis Consulting Limited
6	Mphasis Ireland Limited
7	Mphasis Belgium BV (formerly Mphasis Belgium BVBA)
8	Mphasis Lanka (Private) Limited
9	Mphasis Poland s.p.z.o.o.
10	PT. Mphasis Indonesia
11	Mphasis Europe BV
12	Mphasis Infrastructure Services Inc.
13	Mphasis Pte Limited
14	Mphasis UK Limited
15	Mphasis Software and Services (India) Private Limited
16	Msource Mauritius Inc.
17	Mphasis Wyde Inc.
18	Mphasis Philippines Inc.
19	Msource (India) Private Limited
20	Wyde Corporation.
21	Mphasis Wyde SASU
22	Wyde Solutions Canada Inc.
23	Digital Risk, LLC.
24	Digital Risk Mortgage Services, LLC.
25	Investor Services, LLC.
26	Digital Risk Valuation Services, LLC.
27	Digital Risk Europe, OOD.
28	Mphasis Employees Benefit Trust
29	Mphasis Employees Equity Reward Trust
30	Stelligent Systems LLC
31	Datalytyx Limited
32	Datalytyx MSS Limited
33	Dynamyx Limited
34	Mphasis Digi Information Technology Services (Shanghai) Limited (with effect from 26 May 2021)
35	Blink Interactive, Inc., (with effect from 21 September 2021)
36	Redshift Digital, Inc., (with effect from 21 September 2021)
37	Redshift Canada ULC(with effect from 21 September 2021)

Page 4 of 4

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

B S R & Co. LLP

Chartered Accountants

Embassy Golf Links Business Park, Pebble Beach, B Block, 3[rd] Floor, Off Intermediate Ring Road, Bengaluru-560 071 India

Telephone: + 91 80 4682 3000 Fax: + 91 80 4682 3999

INDEPENDENT AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OF MPHASIS LIMITED

Report on the audit of the Standalone Interim Financial Results

Opinion

We have audited the accompanying standalone interim financial results of Mphasis Limited (“the Company”) for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021 (“standalone interim financial results”), attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us, the standalone interim financial results:

• a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information of the Company for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Interim Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the condensed standalone interim financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the standalone interim financial results.

Page 1 of 3

Principal Office: 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Cen Western Express Highway, Goregaon (East), Mumbai - 400063

B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

Management’s and Board of Directors’ Responsibilities for the Standalone Interim Financial Results

These standalone interim financial results have been prepared on the basis of the condensed standalone interim financial statements.

The Company’s management and the Board of Directors are responsible for the preparation and presentation of these standalone interim financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone interim financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone interim financial results, the management and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Interim Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone interim financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone interim financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone interim financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

Page 2 of 3

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

Auditor’s Responsibilities for the Audit of the Standalone Interim Financial Results (continued)

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone interim financial results made by management and the Board of Directors.

• Conclude on the appropriateness of the use of the going concern basis of accounting by management and Board of Directors and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the standalone interim financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone interim financial results, including the disclosures, and whether the standalone interim financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit of the standalone interim financial results.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

for B S R & Co. LLP Chartered Accountants Firm’s Registration No.: 101248W/W-100022

AMIT Digitally signed by AMIT SOMA SOMANI Date: NI 2021.10.21 19:34:33 +05'30'

Amit Somani Partner Bengaluru Membership No.: 060154 21 October 2021 UDIN: 21060154AAAACO4494

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

	Mphasis Group	Mphasis Group	Mphasis Group	Mphasis Group
	Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com
		CIN:L30007KA1992PLC025294
		Amounts in`million except share andper share data,unless otherwise stated
	Extract of Statement of Consolidated Audited Financial Results for t	hequarter and six months ended 30 September 2021
	Particulars	Quarter ended	Six months ended	Quarter ended
		30 September 2021	30 September 2021	30 September 2020
1 2 3 4 5 6 7	Revenue from operations Net profit before tax Net profit after tax Total comprehensive income (comprising net profit after tax and other comprehensive income after tax) Equity share capital Other equity Earnings per equity share (par value**10 per share)**<br>Basic () Diluted (`)	28,692.27 4,596.62 3,414.57 3,616.12 1,873.05 58,699.26 18.23 17.96	55,600.61 9,177.13 6,811.43 7,294.19 1,873.05 58,699.26 36.39 35.87	24,354.29 4,038.19 2,992.28 3,218.95 1,866.30 56,374.29 16.04 15.87
	Consolidated Balance Sheet	As at 30 September 2021	As at 31 March 2021
	ASSETS Non-current assets	2,141.65 14.07 7,115.18 26,784.48 2,055.97 4,497.52 1,668.09 1,382.20 5,582.37 912.89	2,117.82 31.27 5,677.15 21,325.67 1,074.48 3,114.28 1,475.92 1,260.72 5,496.40 1,013.12
	Property, plant and equipment
	Capital work-in-progress
	Right-of-use assets
	Goodwill
	Other intangible assets
	Financial assets
	Investments
	Other financial assets
	Deferred tax assets (net)
	Income tax assets (net)
	Other assets
	Total non-current assets	52,154.42	42,586.83
	Current assets	15,610.78 9,972.06 10,666.71 10,707.38 1,520.61 57.02 3,030.84 4,437.62	15,345.90 9,294.82 9,210.05 7,711.44 2,910.98 154.45 2,595.22 4,179.79
	Financial assets
	Investments
	Trade receivables
	Unbilled receivables
	Cash and cash equivalents
	Bank balances other than cash and cash equivalents
	Loans
	Other financial assets
	Other assets
	Total current assets	56,003.02	51,402.65
	TOTAL ASSETS	108,157.44	93,989.48
	EQUITY AND LIABILITIES	1,873.05 58,699.26	1,870.49 63,396.61
	EQUITY
	Share capital
	Other equity
	Total equity	60,572.31	65,267.10
	LIABILITIES	6,583.12 1,442.86 1,012.46 455.35 221.29 570.69	5,370.38 39.69 727.68 342.86 242.25 562.53
	Non-current liabilities
	Financial liabilities
	Lease liabilities
	Other financial liabilities
	Employee benefit obligations
	Deferred tax liabilities (net)
	Income tax liabilities (net)
	Other liabilities
	Total non-current liabilities	10,285.77	7,285.39
	Current liabilities	6,146.12 1,548.97 5.16 6,764.30 14,464.71 4,464.33 1,168.47 676.62 2,060.68	5,134.50 1,306.14 4.94 5,959.02 3,241.49 2,770.22 970.11 496.99 1,553.58
	Financial liabilities
	Borrowings
	Lease liabilities
	Trade payables
	- outstanding dues to micro and small enterprises
	- outstanding dues to creditors other than micro and small enterprises
	Other financial liabilities
	Other liabilities
	Employee benefit obligations
	Provisions
	Income tax liabilities(net)
	Total current liabilities	37,299.36	21,436.99
	TOTAL EQUITY AND LIABILITIES	108,157.44	93,989.48

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

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Mphasis Group

Registered Office : Bagmane World Technology Center, Marathalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048.

Telephone: 91 80 67501000, Fax: 91 80 6695 9943, Website: www.mphasis.com, E-mail: Investor.relations@mphasis.com

CIN:L30007KA1992PLC025294 Amounts in ` million except share and per share data, unless otherwise stated

Notes:

1 The financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) 34, Interim Financial Reporting, specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time. These results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 21 October 2021. The statutory auditors have expressed an unmodified audit opinion on these results.

2 Audited Financial Results of Mphasis Limited (Standalone information).

		Particulars	Quarter ended	Six months ended	Quarter ended
			30 September 2021	30 September 2021	30 September 2020
	Revenue from operations		17,803.08	33,832.62	14,056.35
	Profit before tax		4,033.66	8,098.71	3,761.92
	Profit after tax		2,984.73	6,061.15	2,785.21

3 The Board of Directors at their meeting held on 13 May 2021 had proposed a final dividend of ` 65 per equity share for the year ended 31 March 2021 which has been approved by the shareholders at the Annual General Meeting held on 29 September 2021. The liability was accrued as at 30 September 2021 and the same has subsequently paid on 4 October 2021.

• 4 On 21 September 2021, the Company through its wholly owned subsidiary, Mphasis Corporation, obtained control of Blink Interactive, Inc and its subsidiaries (‘Blink’) by acquiring 100% of its shares in cash. Blink is a user experience research, strategy, and design firm that works with some of the leading enterprises to create transformative digital products, brands, and experiences for clients. The acquisition seeks to boost Mphasis’ Experience competencies with end-to-end capabilities in User Experience Research, Strategy, Design, and Implementation. The acquisition was executed through a merger agreement for a consideration of USD 93.39 million ( 6,932.70 million) including the fair value of earnout consideration payable amounting to USD 18.58 million ( 1,378.99 million). The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill. Net assets acquired include 200.39 million of cash and cash equivalents and trade and other receivables valued at 580.33 million. Trade and other receivables are expected to be collected in full. Goodwill of ` 5,157.72 million comprises value of acquired workforce and expected synergies arising from the acquisition. The Group is assessing the deductibility of identified intangible assets and goodwill for tax purposes. Goodwill has been allocated to the Blink cash generating unit.

• 5 Change in Control - For the period upto 10 August 2021, the holding company and ultimate holding company were Marble II Pte Ltd. and Blackstone Capital Partners (Cayman II) VI L.P respectively. On 10 August 2021, Marble II Pte Ltd. sold the shares held in the Company to BCP Topco IX Pte. Ltd. This consequently led to a change of control. Accordingly, with effect from 10 August 2021, the holding company and ultimate holding company are BCP Topco IX Pte. Ltd and BCP Asia (SG) Mirror Holding Pte Ltd respectively.

• 6 The above is an extract of the detailed format of Quarterly Financial Results filed with the Stock Exchanges under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The full format of the Quarterly Financial Results is available on the Stock Exchange websites, www.nseindia.com and www.bseindia.com and on the Company's website www.mphasis.com.

	By Order of the Board,
	Mphasis Limited
	NITIN RAKESH Digitally signed by NITIN RAKESH
New York	Nitin Rakesh
21 October 2021	Chief Executive Officer & Managing Director

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DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255 Gross revenue grew 17.4% YoY in Q2 2022

~ Mphasis wins a total contract value (TCV) of USD 241 million in Direct business

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Bengaluru, 21 October 2021: Mphasis Limited ( BSE - 526299; NSE - MPHASIS ), an Information Technology (IT) solutions provider specializing in cloud and cognitive services, today announced its financial results for the second quarter ended 30[th] September 2021.

Quarter ended 30th September 2021

• Gross Revenue grew 6.4% QoQ and 17.4% YoY on a reported basis. In Constant Currency, growth was 6.6% QoQ and 17.2% YoY.

• New TCV wins of USD 241million in Q2 FY22 in Direct, of which 68% in new generation services.

• Direct revenue grew 9.8% QoQ and 31.8% YoY on a reported basis. In Constant Currency, revenue grew 9.9% QoQ and 31.5% YoY.

• Net profit grew 0.5% QoQ and 14.1% YoY to ₹ 3,415 million in Q2 FY22. Adjusted for the M&A charges Net profit grew 5.2% QoQ and 19.5% YoY to ₹ 3,574 million.

• EPS grew 0.4% QoQ and 13.7% YoY to ₹ 18.23 in Q2 FY22. Adjusted for the M&A charges EPS grew 5.1% QoQ and 19.0% YoY to ₹ 19.09.

“Our wallet-share gains in strategic accounts, as well as our accelerating success with new clients is evidence of our ability to continually expand the addressable market within our clients, going beyond traditional services. We believe that our broad-based success with clients positions us well for industry-leading growth in our Direct business for FY22.” said Nitin Rakesh, Chief Executive Officer and Managing Director, Mphasis

Deal wins:

• Mphasis has entered into an agreement with one of the leading financial services firms to modernize its options clearing process and technology to enable scaling. Mphasis proactively provided a modernization point of view which was accepted by the client.

• Mphasis was chosen as a strategic partner by a leading US bank to migrate several of its applications to the new data center, modernizing the applications as per the reference architecture.

• Mphasis has partnered with a leading loyalty platform provider (new logo) on their digital transformation to create memorable experiences for their customers, merchants, and corporate partners.

• One of the leading logistics providers, has selected Mphasis as a partner in its flagship program to modernize its applications and infrastructure by making core technologies more flexible and able to run at a lower cost.

Recognitions and Analyst Positioning:

• Recognized as "Major Contender" in Everest Group IT Managed Security Services Providers 2021

• Ranked 2[nd] in HFS Market Analysis - Banking and Financial Services Formidable Challengers report

• • Recognized as an Established Player in Novarica Life/Annuity/Benefits Policy Administration Systems 2021

• Recognized as a "Major Contender" and "Star Performer" in Everest Group PEAK Matrix for Application and Digital Services in Global Banking Service Providers 2021

• Recognized as an Established AI&ML Vendor in Novarica’ s Quantum Technology and Insurance Research Report 2021

• Positioned as a Major Contender in Everest Group's Property and Casualty (P&C) Insurance BPS PEAK Matrix Assessment 2021

• Positioned as a Major Contender and Star Performer in Everest Group's Capital Markets Operations - Services PEAK Matrix Assessment 2021

• Recognized as a challenger in Gartner's Magic Quadrant Life Insurance Policy Administration Systems, North America

DocuSign Envelope ID: 1E085017-DE4E-4BAD-B2D4-1C7CAEC34255

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 (C=X2C[2 ] TM=1) 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.

Safe Harbor:

Certain statements mentioned in this presentation concerning our future growth prospects are forward looking statements (the “Forward Statements”) and are based on reasonable expectations of the management, which involves a number of risks, and uncertainties that could cause actual results to differ materially from those in such Forward Statements. The risks and uncertainties relating to these Forward Statements include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, fluctuations in foreign exchange rates, 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, time and cost overruns on fixed-price and fixedtime frame contracts, restrictions on immigration, industry segment concentration, our ability to manage our international operations, our revenues being highly dependent on clients in the United States of America, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, withdrawal of fiscal governmental incentives, political instability, adverse impact of global pandemics (including COVID-19 impact), war, legal restrictions on raising capital or acquiring companies, unauthorized use of our intellectual property(ies) and general economic conditions affecting our businesses and industry. We may, from time to time, make additional written and oral Forward Statements. We do not undertake to update any Forward Statements that may be made from time to time by us or on our behalf, unless required under the law.

For further information please contact: Corporate Communications Investor Relations Deepa Nagraj Shiv Muttoo Mphasis Limited CDR India Phone: + 91 080 4004 1091; Mobile: +91 98452 56283 Phone: +91 22 6645 1234/07 Email:Deepa.Nagaraj@mphasis.com; investor.relations@mphasis.com; E-mail: shiv@cdr-india.com

NITIN Digitally signed by RAKESH NITIN RAKESH