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Mphasis Limited Major Shareholding Notification 2026

May 19, 2026

61117_rns_2026-05-19_cae555fc-637f-4fea-a2ff-1e8ec8b77a91.pdf

Major Shareholding Notification

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May 19, 2026

BSE Limited

1[st] floor, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Maharashtra, India

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G Bandra Kurla Complex, Bandra (E) Mumbai 400 051 Maharashtra, India

The Compliance Officer,

Mphasis Limited

Bagmane World Technology Center, Marathalli Outer Ring Road Doddanakhundi Village, Mahadevapura, Bangalore – 560 048

Karnataka, India

Sir/ Madam,

Sub: Disclosure under Regulation 31(1) and 31(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“SAST Regulations”).

In compliance with Regulation 31(1) and 31(2) of the SAST Regulations, and SEBI Master Circular for SAST Regulations bearing reference no. SEBI/HO/CFD/PoD-1/P/CIR/2023/3 dated February 16, 2023, please find enclosed the requisite disclosures.

To clarify, this disclosure pertains solely to a refinancing of our existing financing arrangements involving the release of encumbrances in favour of the existing lenders and the creation of fresh encumbrances (including by way of direct pledge) in favour of the new lenders, without resulting in any change in our shareholding in Mphasis Limited.

1

Yours sincerely,

For BCP Topco IX Pte. Ltd

==> picture [56 x 30] intentionally omitted <==

Name: Lixian Wang Designation: Director Place: Singapore Date: 19-05-2026

Yours sincerely,

For BCP Asia (SG) Mirror Holding Pte. Ltd

==> picture [56 x 30] intentionally omitted <==

Name: Lixian Wang Designation: Director Place: Singapore Date: 19-05-2026

ANNEXURE – I

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 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

ANNEXURE – I
Disclosure by the Promoter(s) to thestockexchanges and to the Target Company for encumbrance ofshares/invocation of encumbrance/ release of
encumbrance, in terms of Regulation 31(1) and 31(2) of Securities and Exchange Board of India(Substantial Acquisitionof Shares and Takeovers)
Regulations, 2011		 ANNEXURE – I
Disclosure by the Promoter(s) to thestockexchanges and to the Target Company for encumbrance ofshares/invocation of encumbrance/ release of
encumbrance, in terms of Regulation 31(1) and 31(2) of Securities and Exchange Board of India(Substantial Acquisitionof Shares and Takeovers)
Regulations, 2011		 ANNEXURE – I
Disclosure by the Promoter(s) to thestockexchanges and to the Target Company for encumbrance ofshares/invocation of encumbrance/ release of
encumbrance, in terms of Regulation 31(1) and 31(2) of Securities and Exchange Board of India(Substantial Acquisitionof Shares and Takeovers)
Regulations, 2011
Name ofthe Target Company (“TC”) MphasisLimited
Namesofthe stockexchangeswherethe
shares ofthe target company arelisted		 BSE Limited
NationalStock Exchange of IndiaLimited
Date of reporting May19,2026
Nameof the promoter orPAConwhose
shares
encumbrance
has
been
created/released~~/invoked~~		 (a) BCP Topco IX Pte. Ltd. (“Borrower”); and
(b) BCP Asia (SG) Mirror Holding Pte. Ltd. (“Parent”).
The Borrower is the promoter of TC and is the wholly owned subsidiary of Parent.
The Parent does not directly hold any equity shares in the TC.
Details
of
the
creation/
~~invocation/r~~elease of encumbrance:		 1.
2.
3.		 Relevant background in respect of creation of encumbrance in 2021:
The Borrower had pursuant to a facility agreement dated July 1, 2021_inter alia_between the Borrower, Parent,
DB International Trust (Singapore) Limited as the security agent (“2021 Security Agent”) (“2021 Facility
Agreement”) availed term loan facilities of up to USD 1,100,000,000 (United States Dollars One Thousand and
One Hundred Million only) (“2021 Facility”).
The Parent had pursuant to a Singapore law governed security document, dated 28 July 2021 entered into between
the Borrower, Parent and the 2021 Security Agent created a share pledge over 100% shares of the Borrower held
by the Parent in favour of the 2021 Security Agent (for the benefit of the lenders##under the 2021 Facility
Agreement from time to time (collectively referred to as “2021 Lenders”) to secure the 2021 Facility, which is
in the nature of an indirect encumbrance over the shares of the TC (to clarify, the Borrower (a promoter of the
TC) had not created any pledge on the equity shares of the TC). Further, the Parent and the Borrower had agreed
to certain covenants under the 2021 Facility Agreement that were in the nature of encumbrance. (Collectively
referred to as the “2021 Encumbrance”).
The 2021 Encumbrance was disclosed by way of an initial disclosure dated August 10, 2021, and thereafter,
subsequentdisclosures dated June11,2024 andNovember 18,2025 weremadetoreportdisposalofshareholding

4

of the Borrower in TC, resulting in release of encumbrances over the underlying shares, as required in terms of Regulation 31 of the SAST Regulations, from time to time. As on date, the Borrower holds 5,82,99,642 shares in TC, constituting 30.55% of the total share capital of TC. Refinancing of 2021 Facility through a 2026 Facility (as defined below) resulting in the release of the 2021 Encumbrance and the subsequent and/or simultaneous creation of 2026 Encumbrance (as defined below) : 4. The Borrower has, pursuant to a facility agreement dated May 12, 2026 entered into between inter alia the Borrower, the 2026 Lenders (as defined below), Catalyst Trusteeship Limited (“ Onshore Security Agent ”) and Deutsche Bank AG, Singapore Branch (“ Agent ”) (“ 2026 Facility Agreement ”), availed term loan facilities of up to USD 550,000,000 (United States Dollars Five Hundred Fifty Million) (“ 2026 Facility ”), as may be increased in terms of the 2026 Facility Agreement. 5. The Borrower has, pursuant to an Indian law governed pledge agreement, dated May 12, 2026 (“ 2026 Pledge Agreement ”), entered into between the Borrower and the Onshore Security Agent created a first ranking exclusive pledge over 100% shares of the TC currently held by the Borrower, in favour of the Onshore Security Agent (for the benefit of the lenders[###] under the 2026 Facility Agreement, from time to time (collectively referred to as “ 2026 Lenders ”)) to secure the 2026 Facility (to clarify, the Borrower (a promoter of the TC) has created direct pledge on the equity shares of the TC). Further, the Borrower has agreed to certain covenants in the nature of encumbrance under the 2026 Facility Agreement, in favour of the Agent and DB International Trust (Singapore) Limited as the offshore security agent (“ Offshore Security Agent ”) and under the 2026 Pledge Agreement, in favour of the Onshore Security Agent (both for the benefit of the 2026 Lenders), which covenants have come into effect from May 15, 2026. (Collectively referred to as the “ 2026 Encumbrance ”). 6. Since the 2026 Facility has been utilised to refinance the 2021 Facility, the 2021 Facility has been repaid in full on May 15, 2026, resulting in release of 2021 Encumbrance created for the benefit of 2021 Lenders with the subsequent and/or simultaneous creation of the 2026 Encumbrance for the benefit of 2026 Lenders. 7. This disclosure is being made to report the aforesaid release of the 2021 Encumbrance and the creation of the 2026 Encumbrance.

5

Name
of
the
promoter
(s)
or
PACs
withhim*
Promoterholding in
the target company(1)
Promoterholding in
the target company(1)		 Promoterholding
alreadyencumbered
(2)		 Promoterholding
alreadyencumbered
(2)		 Detailsof events pertainingtoencumbrance(3) Detailsof events pertainingtoencumbrance(3) Detailsof events pertainingtoencumbrance(3) Detailsof events pertainingtoencumbrance(3) Detailsof events pertainingtoencumbrance(3) Posteventholding
of
encumbered
shares{creation
[(2) + (3)]/
release
[(2) - (3)]/
invocation
[(2) -(3)]}		 Posteventholding
of
encumbered
shares{creation
[(2) + (3)]/
release
[(2) - (3)]/
invocation
[(2) -(3)]}
Number %
of
total
share capital
Number		 %of total
share capital
Type
of
event
(creation
/
release_/_
~~invocation)~~
Date
of
creation_/_
release/
~~invocation~~
of
encumbran
ce
Type
of
encumbranc
e
(pledge/
lien/
non
disposal
undertaking/
others)



Reasons
for
encumbr
ance **		 Number %
of
share
capital		 Name
of
the
entity in whose
favor
shares
encumbered***		 Number % oftotal
share
capital
BCP
Topco
IX
Pte.
Ltd.
5,82,99,6
42		 30.55 5,82,99,64
2		 30.55 Release of
2021
Encumbranc
e and
Creation of
the 2026
Encumbranc
e		 Release of
2021
Encumbran
ce – May
15, 2026
Creation of
the 2026
Encumbran
ce – May
15, 2026
Please
see
details
as
specified in
the
background
above,
particularly
paragraph 2
for the 2021
Encumbranc
e
and
paragraph 5
for the 2026
Encumbranc
e





Please
see
details as
specified
in
the
backgrou
nd above
particula
rly
in
paragrap
hs 2 for
the 2021
Encumbr
ance and
paragrap
h5and








5,82,99,64
2		 30.55 In
relation
to
release of 2021
Encumbrance
-
2021
Security
Agent
In
relation
to
creation of 2026
Encumbrance
-
Onshore Security
Agent, Agent and
Offshore
Security Agent








5,82,99,6
421		 30.551

1 Post the release of the 2021 Encumbrance and the creation of the 2026 Encumbrance, the Borrower’s 100% shareholding in TC will be encumbered for the benefit of 2026 Lenders.

6

Annexur e II for the 2026 Encumbr ance

Notes:

## The list of lenders under the 2021 Facility Agreement, as on date, is set out below (i.e. 2021 Lenders):

  • (i) AU & NZ BK Grp Ltd;

  • (ii) Bank of Taiwan;

  • (iii) Bank of Sinopac;

  • (iv) Barclays Bank PLC;

  • (v) BNP Paribas SA. Hong Kong;

  • (vi) Cathay United;

  • (vii) Chang Hwa Com BK – Offshore;

  • (viii) Citibank N.A.;

  • (ix) CTBC Bank Co Ltd;

  • (x) DBS Bank Ltd;

  • (xi) Deutsche Bank AG;

  • (xii) E.Sun Commercial Bank Ltd;

  • (xiii) Far Eastern International Bnk;

  • (xiv) First Gulf Bank PJSC;

  • (xv) Hua Nan Commercial;

  • (xvi) Investec Bank PLC;

  • (xvii) Keb Hana Bank, Co. Ltd.;

  • (xviii) KGI Bank;

  • (xix) Kookmin Bank Co., Ltd;

  • (xx) MashreqBK;

  • (xxi) Taishin International;

  • (xxii) Mega Int Com Bank;

  • (xxiii) Morgan Stanley Senior Funding INC;

  • (xxiv) MUFG Bank Ltd;

7

  • (xxv) NEC Capital Solutions Limited;

  • (xxvi) Nomura Singapore Limited;

  • (xxvii) Shinhan Bank;

  • (xxviii) Siemens Bank GMBH;

  • (xxix) Standard Chartered Bank;

  • (xxx) Sumitomo Mitsui Bank;

  • (xxxi) Sumitomo Mitsui Trust Bank, Ltd;

  • (xxxii) Taipei Fubon Commercial Bank Co Ltd;

  • (xxxiii) The Hongkong & Shanghai BK Cor;

  • (xxxiv) Woori Bank, Hong Kong Branch;

  • (xxxv) Woori Global Markets Asia Ltd;

  • ### The list of Lenders under the 2026 Facility Agreement, as on date, is set out below (i.e. 2026 Lenders):

  • (i) Citibank, N.A., London Branch;

  • (ii) Barclays Bank PLC;

  • (iii) MUFG Bank, Ltd., Singapore Branch;

  • (iv) The Hongkong and Shanghai Banking Corporation Limited;

  • (v) Morgan Stanley Bank, N.A.;

  • (vi) BNP Paribas, Hong Kong Branch;

  • (vii) Deutsche Bank AG, Singapore Branch;

  • (viii) J.P. Morgan Securities PLC ; and

  • (ix) Nomura Singapore 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.

([*] ) Total share capital to be taken as per the latest filing done by the company in terms of Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Diluted share / voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities / warrants into equity shares of the TC.

8

Yours sincerely,

For BCP Topco IX Pte. Ltd

==> picture [56 x 30] intentionally omitted <==

Name: Lixian Wang Designation: Director Place: Singapore Date: 19-05-2026

Yours sincerely,

For BCP Asia (SG) Mirror Holding Pte. Ltd

==> picture [56 x 30] intentionally omitted <==

Name: Lixian Wang Designation: Director Place: Singapore Date: 19-05-2026

ANNEXURE- II

Disclosure of reasons for encumbrance

Name of listed company Mphasis Limited(“TC”)
Name of the recognised stock exchanges where the shares of the company are listed BSE Limited
National Stock Exchange of India Limited
Name of thepromoter(s) _I_PACs whose shares have been encumbered BCP Topco IX Pte. Ltd.(“Borrower”)
Totalpromoter shareholding in thelistedcompany The details of shareholding of the Borrower in the TC are as
follows:
No. of shares-5,82,99,642
%of total share capital -30.55%
Encumbered shares as a%of promotershareholding Encumbrance on 100% of the Borrower’s shareholding in
the TC.
Whether encumbered share is 50% or more ofpromotershareholding YES/~~NO~~
Whether encumbered share is 20% or more of total share capital YES/~~NO~~

Details of all the existing events/ agreements pertaining to encumbrance

Type of encumbrance (pledge,lien,negative lien, non-disposal undertaking etc. or any other
covenant transaction, condition or Arrangement in the nature of encumbrance)		 Type of encumbrance (pledge,lien,negative lien, non-disposal undertaking etc. or any other
covenant transaction, condition or Arrangement in the nature of encumbrance)		 Pledge and covenants in the nature of encumbrance
(Date of creation of encumbrance: May15,2026)
No.and%ofsharesencumbered No. of shares-5,82,99,642
%of total share capital -30.55%
Specific details about the
encumbrance		 Name of the entity in whose favour shares encumbered(X) With respect to the encumbrance under the 2026 Pledge
Agreement,Catalyst Trusteeship Limitedasthe Onshore Security
Agent (for the benefit of the Secured Parties (as defined in the
2026 Facility Agreement)).
With respect to the encumbrance under the 2026 Facility
Agreement, Deutsche Bank AG, Singapore Branch asthe Agent
and DB International Trust (Singapore) Limited as the Offshore

11

Security Agent (for the benefit of the Secured Parties (as defined
in the 2026 Facility Agreement)).
Whether the entity X is a scheduled commercial bank, public financial
institution NBFC or housing finance company? If No, provide the
natureofthe business of the entity.

~~YES~~/NO
With respect to the pledge and covenants in the nature of
encumbrance under the 2026 Pledge Agreement,Catalyst
Trusteeship Limitedasthe Onshore Security Agent (for the benefit
of the Secured Parties (as defined in the 2026 Facility Agreement)
(offshore banks)).
With respect to the covenantsin the nature of encumbranceunder
the 2026 Facility Agreement,Deutsche Bank AG, Singapore
Branch as the Agent andDB International Trust (Singapore)
Limited as the Offshore Security Agent(for the benefit of the
Secured Parties (as defined in the 2026 Facility Agreement)
(offshore banks)).
Namesofallotherentities in the agreement Listed company and its group companies (if any)- Nil
Other entities (if any) –
In relation to the 2026 Pledge Agreement:
1. BCP Topco IX Pte. Ltd., as the Borrower; and
2. Catalyst Trusteeship Limited, as the Onshore Security
Agent.
In relation to the 2026 Facility Agreement:
1. BCP Topco IX Pte. Ltd, as the Borrower.;
2. Catalyst Trusteeship Limited, as the Onshore Security
Agent;

12

3. Deutsche Bank AG, Singapore Branch, as the Agent;
4. DB International Trust (Singapore) Limited, as the
Offshore Security Agent; and
5. Deutsche Bank AG, Singapore Branch, as the Calculation
Agent.
Whether the encumbrance is relating to any debt instruments viz.
debenture,commercial paper certificate ofdepositetc.? If yesprovide
details about the instrumentincludingcredit rating

~~YES/~~NO
Ifyes,
1. Name of the issuer: Not Applicable
2. Details of the debt instrument: Not Applicable
3. Whether the debt instrumentislistedin stock exchanges?:Not
Applicable
4. Credit Ratingof the debt instrument:Not Applicable
5. ISIN of the instrument:Not Applicable
Security Cover_I_Asset
Cover
Value of shares on thedateof event/agreement(A)		 INR 121,449,814,214 (as ofMay 15, 2026)
Amount involved(againstwhichshares have beenencumbered) (B) US$ 550,000,000equivalent to INR 52,756,000,0002
RatioofA/B 2.302%
End use of money Borrowedamount tobeutilized forwhatpurpose-
(a) Personaluse by promoters andPACs
(b) For the benefit of listed company
Providedetails including amount purpose of raising money bylisted
company,schedulefor utilization ofamount,repayment schedule etc.
(a) Anyother reason(please specify)		 The 2026 Facility shall be used for the purpose of refinancing the
existing financial indebtedness of the Borrower in full, payment
of dividends and other distributions to shareholders of the
Borrower and/or payment of fees, costs and expenses in relation
to foregoing and the 2026 Facility.

2 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 95.92, as on May 15, 2026

13

Yours sincerely,

For BCP Topco IX Pte. Ltd

==> picture [56 x 30] intentionally omitted <==

Name: Lixian Wang Designation: Director Place: Singapore Date: 19-05-2026

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