Annexure – II

(Ref: Securities and Exchange Board of India circular dated 07 August 2019 bearing reference no. SEBI/HO/CFD/DCR1/CIR/P/2019/90)

Format for disclosure of reasons for encumbrance

(In addition to Annexure – I prescribed by way of circular dated August 05, 2015)

Name of listed company	MphasisLimited ("TC")
Name of the recognised stock exchanges wherethe shares of the company are listed	BSE Limited
	National Stock Exchange of India Limited
Name of the promoter(s)/ PACs whose shareshave been encumbered	(a)BCP Topco IX Pte. Ltd. ("BCP Topco");and
	(b)BCP Asia (SG) Mirror Holding Pte. Ltd.("Parent")*.
	*Parent does not directly hold any equity shares in theTC. BCP Topco (a promoter of the TC) is the whollyowned subsidiary of Parent. Parent has: (a) pursuantto the Security Document (as defined below) createda pledge over 100% shares of BCP Topco held by theParent to secure the Facility (as defined below) (toclarify, BCP Topco (a promoter of the TC) has notcreated any pledge on the equity shares of the TC);and (b) agreed to certain covenants under the FacilityAgreement (as defined below) that are in the nature ofencumbrance.
Total promoter shareholding in the listedcompany	The details of shareholding of the promoter in theTC are as follows:
	No. of shares–104,799,642
	% of total share capital–55.99%
Encumbered shares as a % of promotershareholding	(a)Parent has pursuant to a Singapore lawgoverned security document, dated 28 July2021(the "Security Document"), enteredinto between BCP Topco, the Parent and DBInternational Trust (Singapore) Limited asthesecurityagent("SecurityAgent")created a pledge over 100% shares of BCPTopco held by the Parent in favour of theSecurity Agent(for the benefit of thelenders## under the Facility Agreement fromtime to time (collectively referred to as"Lenders")) to secure the term loan facilitiesof up to USD 1,100,000,000(United StatesDollars One Thousand and One HundredMillion only) (the "Facility") to be availedby BCP Topco. As on date, BCP Topco holds104,799,642equitysharesoftheTC

	amounting to 55.99% ofthe share capitalcarrying voting rights of the TC on a fullydiluted basis("Encumbrance 1")*;and
	(b)Parent and BCP Topco (a promoter of theTC)have agreed to certain covenants underthe facility agreement dated 1 July 2021,inter alia, betweenBCP Topco, theParent,Security Agentand Deutsche Bank AG,Singapore Branch as the agent and initialaccount bank ("Facility Agreement") thatareinthenatureofencumbrance("Encumbrance 2")*.
	The disclosure in terms of Regulation 31 of theSecuritiesandExchangeBoardofIndia(SubstantialAcquisitionofSharesandTakeovers) Regulations, 2011 in this regard wasalready made on 10 August 2021(copy enclosedas "Annexure A").
	*Parent does not directly hold any equity shares in theTC. BCP Topco (a promoter of the TC) is the whollyowned subsidiary of Parent. Parent has: (a) pursuantto the Security Document created a pledge over 100%shares of BCP Topco held by the Parent to secure theFacility (to clarify, BCP Topco (a promoter of the TC)has not created any pledge on the equity shares of theTC); and (b) agreed to certain covenants under theFacility Agreement that are in the nature ofencumbrance.
Whether encumbered share is 50% or more ofpromoter shareholding	Please refer to the note at * below.
Whether encumbered share is 20% or more oftotal share capital	Please refer to the note at * below.

Details of all the existing events/ agreements pertaining to encumbrance

	Encumbrance 1*(Date of creation ofencumbrance: 10August 2021	Encumbrance 2*(Date of creation ofencumbrance: 10August 2021
Type of encumbrance (pledge, lien, negativelien, non-disposal undertaking etc. or any othercovenant, transaction, condition or arrangementin the nature of encumbrance)	Please refer to the noteat * below.	Please refer to the noteat * below.
No. and % of shares encumbered	Please refer to the noteat * below.	Please refer to the noteat * below.

		Encumbrance 1*(Date of creation ofencumbrance: 10August 2021	Encumbrance 2*(Date of creation ofencumbrance: 10August 2021
Specificdetailsabouttheencumbrance	Name of the entity inwhose favour sharesencumbered (X)	DB International Trust(Singapore)Limited(as the security agent)onbehalfoftheLenders##	DB International Trust(Singapore)Limited(as the security agent)onbehalfoftheLenders##,MandatedArrangers%%,LeadDeutscheBankAG,Singapore Branch (asthe agent and initialaccountbank)andother secured parties inrelation to the Facilityfrom time to time.
	WhethertheentityXisascheduledcommercialbank,publicfinancialinstitution,NBFCorhousingfinancecompany?IfNo,providethe nature of the businessof the entity.	YES/NOOverseasbanksandfinancial institutions	YES/NOOverseasbanksandfinancial institutions
	Names of all otherentities in the agreement	Listed company and itsgroupcompanies(ifany) –	Listed company and itsgroupcompanies(ifany) –
		The TC is not a party totheagreement.Thefollowingcompaniesarepartytotheagreement:	The TC is not a party totheagreement.Thefollowingcompaniesarepartytotheagreement:
		1.BCP Topco IX Pte.Ltd.2.BCPAsia(SG)MirrorHoldingPte. Ltd.	1.BCP Topco IX Pte.Ltd.2.BCPAsia(SG)MirrorHoldingPte. Ltd.
		Other entities (if any) –	Other entities (if any) –
		DB International Trust(Singapore)Limited(as the security agent)onbehalfoftheLenders##,MandatedArrangers%%,Lead	DB International Trust(Singapore)Limited(as the security agent)onbehalfoftheLenders##,MandatedArrangers%%,Lead

		Encumbrance 1*(Date of creation ofencumbrance: 10August 2021	Encumbrance 2*(Date of creation ofencumbrance: 10August 2021
		DeutscheBankAG,Singapore Branch (asthe agent and initialaccountbank)andother secured parties inrelationto the Facilityfrom time to time.	DeutscheBankAG,Singapore Branch (asthe agent and initialaccountbank)andother secured parties inrelationto the Facilityfrom time to time.
	Whether the encumbranceis relating to any debtinstrumentsviz.debenture,commercialpaper,certificateofdepositetc.?Ifyes,provide details about theinstrument,includingcredit rating	YES/NOIf yes,Nameofthe1.issuer:2.Details of the debtinstrument:Whether the debt3.instrument is listed onstock exchanges?	YES/NOIf yes,Name of the issuer:1.2.Details of the debtinstrument:Whether the debt3.instrument is listed onstock exchanges?
		4.Credit Rating ofthe debt instrument:	4.Credit Rating ofthe debt instrument:
		5.ISINoftheinstrument:	5.ISINoftheinstrument:
Security Cover/Asset Cover	Value of shares on thedate of event/ agreement(A)	Parent does not holdany shares in the TC*.	Parent does not holdany shares in the TC*.
		ThevalueofBCPTopco'sshareholdingin the TCas on the dateofcreationofencumbranceisRs.286,075,774,753^.	ThevalueofBCPTopco'sshareholdingin the TCas on the dateofcreationofencumbranceisRs.286,075,774,753^.
		^Thevolumeweightedaverage price as on 10August 2021 (as availableon www.nseindia.com) isRs. 2,729.74per equityshare of the TC.	^Thevolumeweightedaverage price as on 10August 2021 (as availableon www.nseindia.com) isRs. 2,729.74per equityshare of the TC.

		Encumbrance 1*(Date of creation ofencumbrance: 10August 2021	Encumbrance 2*(Date of creation ofencumbrance: 10August 2021
	Amount involved (againstwhich shares have beenencumbered) (B)	Parent does notholdany shares in the TC*.	Parent does not holdany shares in the TC*.
		US$817,900,000(equivalenttoRs.@@.60,766,453,030)	US$817,900,000(equivalenttoRs.@@.60,766,453,030)
	Ratio of A / B	Not Applicable	Not Applicable
		Parent does not holdany shares in theTC*.	Parent does not holdany shares in the TC*.
		TheratioofA/Bcalculatedbasisthevalue of BCP Topco'sshareholdingin the TCasondateisapproximately4.71.	TheratioofA/Bcalculatedbasisthevalue of BCP Topco'sshareholdingin the TCasondateisapproximately4.71.
End use of money	Borrowed amount to beutilized for what purpose–(a)Personal use bypromoters andPACs(b)For the benefit oflistedcompanyProvide details includingamount,purposeofraising money by listedcompany,scheduleforutilizationofamount,repayment schedule etc.(a)Any other reason(please specify)	Inrelationtothefinancing taken by BCPTopco.	InrelationtothefinancingtakenbyBCP Topco.

* Parent does not directly hold any equity shares in the TC. BCP Topco (a promoter of the TC) is the wholly owned subsidiary of Parent. Parent has, pursuant to the Security Document created a pledge over 100% shares of BCP Topco held by the Parent to secure the Facility. To clarify, BCP Topco (a promoter of the TC has not created any pledge on the equity shares of the TC. Further, Parent and BCP Topco have agreed to certain covenants under the Facility Agreement that are in the nature of encumbrance.

## The list of Lenders under the Facility Agreement as on date is set out below:

(i) Standard Chartered Bank (Singapore) Limited;
(ii) UBS AG Hong Kong Branch, incorporated in Switzerland with limited liability;
(iii) Barclays Bank PLC;
(iv) Citibank, N.A., Hong Kong Branch (organized under the laws of the U.S.A with limited liability);
(v) Deutsche Bank AG, Singapore Branch;
(vi) Nomura Singapore Limited;
(vii) BNP Paribas, acting through its Hong Kong branch;
(viii) DBS Bank Ltd.;
(ix) Investec Bank Plc;
(x) Morgan Stanley Senior Funding, Inc.;
(xi) MUFG Bank, Ltd., Singapore Branch;
(xii) Sumitomo Mitsui Banking Corporation Singapore Branch;
(xiii) The Hongkong and Shanghai Banking Corporation Limited; and
(xiv) The Hongkong and Shanghai Banking Corporation Limited, Gift City Branch.

%% The list of Mandated Lead Arrangers under the Facility Agreement as on date is set out below:

(i) Standard Chartered Bank;
(ii) UBS AG Hong Kong Branch, incorporated in Switzerland with limited liability;
(iii) Barclays Bank PLC;
(iv) Citigroup Global Markets Asia Limited;
(v) Deutsche Bank AG, Singapore Branch;
(vi) Nomura International (Hong Kong) Limited;
(vii) BNP Paribas, acting through its Hong Kong Branch;
(viii) DBS Bank Ltd.;
(ix) Investec Bank PLC;
(x) Morgan Stanley Senior Funding, Inc.;
(xi) MUFG Bank, Ltd.;
(xii) Sumitomo Mitsui Banking Corporation Singapore Branch; and
(xiii) The Hongkong And Shanghai Banking Corporation Limited.

@@ Since the loan has been availed in US$, the same has been converted into INR for the purpose of convenience translation. The conversion has been done at the rate US$ 1= INR 74.2957, as on 3 August 2021. (Source: www.rbi.org.in and www.fbil.org.in)

For and on behalf of BCP Topco IX Pte. Ltd. )

) ) ) )

) ______________________________________

Authorised Signatory Name: Designation: Date: Place: Director William Nicholson Singapore 10 August 2021

For and on behalf of BCP Asia (SG) Mirror Holding Pte. Ltd. )

) ) ) )

) ______________________________________

Authorised Signatory Name: Designation: Date: Place: Director Singapore William Nicholson 10 August 2021

ANNEXURE – 1

Format for disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Name of the Target Company("TC")	Mphasis Limited
Names of the stock exchanges where the shares of the target company are listed	BSE Limited
	National Stock Exchange of India Limited
Date of reporting	10 August 2021
Name of the promoter or PAC on whose shares encumbrance has beencreated/released/invoked	(a)BCP Topco IX Pte. Ltd. ("BCP Topco"); and
	(b)BCP Asia (SG) Mirror Holding Pte. Ltd. ("Parent")*.
	*Parent does not directly hold any equity shares in the TC. BCP Topco(a promoter of the TC) is the wholly owned subsidiary of Parent. Parenthas: (a) pursuant to the Security Document(as defined below)created apledge over 100% shares of BCP Topco held by the Parent to secure theFacility(as defined below)(to clarify, BCP Topco (a promoter of the TC)has not created any pledge on the equity shares of the TC);and (b)agreed to certain covenants under the Facility Agreement(as definedbelow) that are in the nature of encumbrance.
Details of the creation of encumbrance:	(a)Parent has pursuant to a Singapore law governed security document,dated 28 July 2021(the "Security Document"), entered intobetween BCP Topco, the Parent and DB International Trust(Singapore) Limited as the security agent ("Security Agent")created a pledge over 100% shares of BCP Topco held by the Parent(for the benefit of the lenders## underin favour of the Security Agentthe Facility Agreement from time to time (collectively referred to as"Lenders")) to secure the term loan facilitiesof up to USD1,100,000,000(United States Dollars One Thousand and One

Hundred Million only) (the "Facility") to be availed by BCP Topco.As on date, BCP Topco holds 104,799,642equity shares of the TCamounting to 55.99% of the share capital carrying voting rights ofthe TC on a fully diluted basis*;and
(b)Parent and BCP Topco(a promoter of the TC)have agreed to certaincovenants under the facility agreement dated 1 July 2021, inter alia,betweenBCP Topco, theParent, Security Agentand Deutsche BankAG, Singapore Branch as the agent and initial account bank("Facility Agreement") that are in the nature of encumbrance*.
*Parent does not directly hold any equity shares in the TC. BCP Topco(a promoter of the TC) is the wholly owned subsidiary of Parent. Parenthas: (a) pursuant to the Security Documentcreated a pledge over 100%shares of BCP Topco held by the Parent to secure the Facility(to clarify,BCP Topco (a promoter of the TC) has not created any pledge on theequity shares of the TC); and (b)agreed to certain covenants under theFacility Agreementthat are in the nature of encumbrance.

Hundred Million only) (the "Facility") to be availed by BCP Topco.As on date, BCP Topco holds 104,799,642equity shares of the TCamounting to 55.99% of the share capital carrying voting rights ofthe TC on a fully diluted basis*;and

(b)Parent and BCP Topco(a promoter of the TC)have agreed to certaincovenants under the facility agreement dated 1 July 2021, inter alia,betweenBCP Topco, theParent, Security Agentand Deutsche BankAG, Singapore Branch as the agent and initial account bank("Facility Agreement") that are in the nature of encumbrance*.

*Parent does not directly hold any equity shares in the TC. BCP Topco(a promoter of the TC) is the wholly owned subsidiary of Parent. Parenthas: (a) pursuant to the Security Documentcreated a pledge over 100%shares of BCP Topco held by the Parent to secure the Facility(to clarify,BCP Topco (a promoter of the TC) has not created any pledge on theequity shares of the TC); and (b)agreed to certain covenants under theFacility Agreementthat are in the nature of encumbrance.

Name of thepromoter(s)or PACswith him*	Promoterholding in thetargetcompany (1)		Promoterholding alreadyencumbered (2)			Details of events pertaining to encumbrance (3)							Post eventholding ofencumberedshares {creation[(2)+(3)] /release [(2)-(3)] /invocation [(1)-(3)]]
	Number	% oftotalsharecapital	Number	% oftotalsharecapital	Type ofevent(creation /release /invocation)	Date ofcreation/release/invocationofencumbrance	Type ofencumbrance(pledge/ lien/non disposalundertaking/	Reasons forencumbrance**	Number	% ofsharecapital	Name of theentity inwhose favorsharesencumbered	Number	% oftotalsharecapital

								others)				***
BCP TopcoIXPte.Ltd.$$	104,799,642	55.99%	Nil	0%	Creation	102021	August	Refer Note@@) below(	Refer Note(^^) below	104,799@@,642	55.99%@@	DBInternationalTrust(Singapore)Limited(asthe securityagent)onbehalf of theLenders##,MandatedLeadArrangers%%, DeutscheBankAG,SingaporeBranch (astheagentandinitialaccountbank)andothersecuredpartiesinrelationtothe Facilityfrom time totime.	104,799@@,642	55.99%@@
MarbleIIPte. Ltd.&&	Nil	0%	Nil	0%	-	-		-	-	-	-	-	-	-

@@ Parent does not directly hold any equity shares in the TC. BCP Topco (a promoter of the TC) is the wholly owned subsidiary of Parent. Parent has, pursuant to the Security Document created a pledge over 100% shares of BCP Topco held by the Parent to secure the Facility. To clarify, BCP Topco (a promoter of the TC) has not created any pledge on the equity shares of the TC. Further, Parent and BCP Topco have agreed to certain covenants under the Facility Agreement that are in the nature of encumbrance.

$$Please note that BCP Topco is an acquirer in the open offer that was triggered on 26 April 2021 pursuant to the share purchase agreement dated 26 April 2021 ("SPA"), entered into between BCP Topco, as the acquirer, and the Seller (as defined in the note && below).

&& Please note that such promoter shareholder is the seller ("Seller") under the SPA pursuant to which the open offer was triggered by BCP Topco on 26 April 2021. In terms of Regulation 31A(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), the intent of Marble II to reclassify has been already disclosed at paragraph 8 of Section III(A) (Background to the Open Offer) in the Letter of Offer in relation to the open offer of Mphasis Limited. In addition, such intent of Marble II to reclassify has also been already disclosed at paragraph 2.3 of Section 2 (Transaction which has triggered the Open Offer obligations (the "Underlying Transaction")) in the Public Announcement, paragraph 8 of Section II (Background to the Open Offer) in the Detailed Public Statement and paragraph 8 of Section III(A) (Background to the Open Offer) in the Draft Letter of Offer in relation to the open offer of Mphasis Limited. Further, the re-classification application with respect to Marble II will be filed with the stock exchanges (i.e., BSE Limited and the National Stock Exchange of India Limited) shortly. Accordingly, upon receipt of the relevant approvals from the stock exchanges, the re-classification of Marble II under Regulation 31A of the SEBI (LODR) Regulations will be effective from and immediately upon consummation of the Underlying Transaction (as defined in the Letter of Offer in relation to the open offer of Mphasis Limited) i.e., on 10 August 2021.

^^ In relation to the financing taken by BCP Topco.

## The list of Lenders under the Facility Agreement as on date is set out below:

(i) Standard Chartered Bank (Singapore) Limited;
(ii) UBS AG Hong Kong Branch, incorporated in Switzerland with limited liability;
(iii) Barclays Bank PLC;
(iv) Citibank, N.A., Hong Kong Branch (organized under the laws of the U.S.A with limited liability);
(v) Deutsche Bank AG, Singapore Branch;
(vi) Nomura Singapore Limited;
(vii) BNP Paribas, acting through its Hong Kong branch;
(viii) DBS Bank Ltd.;
(ix) Investec Bank Plc;
(x) Morgan Stanley Senior Funding, Inc.;

(xi) MUFG Bank, Ltd., Singapore Branch;

(xii) Sumitomo Mitsui Banking Corporation Singapore Branch;
(xiii) The Hongkong and Shanghai Banking Corporation Limited; and
(xiv) The Hongkong and Shanghai Banking Corporation Limited, Gift City Branch.

%% The list of Mandated Lead Arrangers under the Facility Agreement as on date is set out below:

(i) Standard Chartered Bank;
(ii) UBS AG Hong Kong Branch, incorporated in Switzerland with limited liability;
(iii) Barclays Bank PLC;
(iv) Citigroup Global Markets Asia Limited;
(v) Deutsche Bank AG, Singapore Branch;
(vi) Nomura International (Hong Kong) Limited;
(vii) BNP Paribas, acting through its Hong Kong Branch;
(viii) DBS Bank Ltd.;

(ix) Investec Bank PLC;

(x) Morgan Stanley Senior Funding, Inc.;
(xi) MUFG Bank, Ltd.;
(xii) Sumitomo Mitsui Banking Corporation Singapore Branch; and
(xiii) The Hongkong And Shanghai Banking Corporation Limited.

*The names of all the promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the table irrespective of whether they are reporting on the date of event or not.

** For example, for the purpose of collateral for loans taken by the company, personal borrowing, third party pledge, etc.

***This would include name of both the lender and the trustee who may hold shares directly or on behalf of the lender.

DocuSign Envelope ID: F4AE9E28-2EAC-44D4-AF27-4D46F1D78715

For and on behalf of BCP Topco IX Pte. Ltd. )

) ) ) )

) ________________________________________

Authorised Signatory Name: Designation: Date: Place: Director William Nicholson Singapore 10 August 2021

DocuSign Envelope ID: F4AE9E28-2EAC-44D4-AF27-4D46F1D78715

For and on behalf of BCP Asia (SG) Mirror Holding Pte. Ltd. )

) ) ) )

) ________________________________________

Authorised Signatory Name: Designation: Date: Place: Director Singapore William Nicholson 10 August 2021

AI assistant

Mphasis Limited Major Shareholding Notification 2021

61117_rns_2021-08-11_ecb3ae70-dda1-441a-9fa3-052104742db5.pdf

Annexure – II

(Ref: Securities and Exchange Board of India circular dated 07 August 2019 bearing reference no. SEBI/HO/CFD/DCR1/CIR/P/2019/90)

Format for disclosure of reasons for encumbrance

Details of all the existing events/ agreements pertaining to encumbrance

ANNEXURE – 1

(ix) Investec Bank PLC;

AI assistant

Mphasis Limited — Major Shareholding Notification 2021

61117_rns_2021-08-11_ecb3ae70-dda1-441a-9fa3-052104742db5.pdf

Annexure – II

(Ref: Securities and Exchange Board of India circular dated 07 August 2019 bearing reference no. SEBI/HO/CFD/DCR1/CIR/P/2019/90)

Format for disclosure of reasons for encumbrance

Details of all the existing events/ agreements pertaining to encumbrance

ANNEXURE – 1

(ix) Investec Bank PLC;

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