Mphasis Limited

DocuSign Envelope ID: 30A0A242-50F6-4472-A2C5-3E616264D20E

28 August 2018

The Manager, Listing The Manager, Listing

BSE Limited The 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 Sir/Madam,

Sub: Intimation of dispatch of Postal Ballot Notice and the Postal Ballot Form for seeking approval of the shareholders for Buy-back of equity shares of the Company by means of special resolution

We wish to inform you that pursuant to Section 110 of the Companies Act, 2013 (“Act”) and other applicable provisions of the Act read with the Companies (Management and Administration) Rule, 2014, the Postal Ballot Notice dated 7 August 2018 along with Postal Ballot Form are being dispatched today to all the members whose names appear in the Registrar of Members/ list of Beneficial Owner as on Friday, 17 August 2018 (cut-off date), seeking their approval for the buy-back of equity shares of the Company, by means of a special resolution. The Postal Ballot Notice and the Postal Ballot Form have been uploaded on the website of the Company as per the following details:

Postal Ballot Notice

https://www.mphasis.com/content/dam/mphasis - com/global/en/investors/governance/MphasisLimited Notice%20of%20Postal%20Ballot.pdf

Postal Ballot Form

https://www.mphasis.com/content/dam/mphasis - com/global/en/investors/governance/MphasisLimited Postal%20Ballot%20Form.pdf

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Regulations”), we enclose the Postal Ballot Notice and the Postal Ballot Form being sent to the equity shareholders of the Company.

The copy of newspaper advertisements for completion of dispatch of Postal Ballot as published today in the Business Standard and Samyukta Karnataka (Kannada newspaper) are also enclosed.

We request you to take the above on record as per the Regulations.

Thanking you,

Yours faithfully,

For Mphasis Limited

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Subramanian Narayan Vice President and Company Secretary

Encl: As above

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DocuSign Envelope ID: 30A0A242-50F6-4472-A2C5-3E616264D20E

==> picture [90 x 31] intentionally omitted <==

Regd.Office: Bagmane World Technology Centre, Marathahalli Outer Ring Road, Doddanakundhi Village, Mahadevapura, Bengaluru - 560048. CIN: L30007KA1992PLC025294 Tel: 91 80 6750 1000 ; Fax: 91 80 6695 9943 Website: www.mphasis.com ; email: [email protected]

Notice

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 22(16)(g) of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Second Amendment Rules, 2018 ( “Amendment Rules” ) and as per provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Postal Ballot Notice along with the Postal Ballot Form and a self-addressed business reply envelope are being dispatched to the members seeking their approval through a Postal Ballot by means of a Special Resolution for Buy back of equity shares of the Company pursuant to Section 68 and other applicable provisions, if any, of the Act, the rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 including any amendments, statutory modifications or re-enactments for the time being in force. As required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Postal Ballot facility includes voting by electronic means on resolution as set out in the said Notice. The Company has engaged National Securities Depository Limited (NSDL) as the Agency to provide the e-voting facility.

Notice is also hereby given that the e-mails are being sent to the members whose email id is registered with the Company/Depositories through National Securities Depository Limited (NSDL) along with the details of Login ID and Password for participating in the above e-voting.

Mr. S P Nagarajan (CP No.4738), Practicing Company Secretary, has been appointed as the scrutinizer to scrutinize the voting process in a fair and transparent manner.

The following is the schedule of events for e-voting:

Date of completion of dispatch of Postal Ballot Notice including Postal Ballot Forms Cut-off date for voting (i.e. date reckoned for considering the eligibility of the members to vote) The date and time of commencement of voting including e-voting Last date for receipt of Postal Ballot votes and closure of e-voting Declaration of results of voting		Tuesday, 28 August 2018 Thursday, 27 September 2018, at 5.00 pm Forthwith, upon receipt of Scrutinizer report on Friday, 28 September 2018 at the Registered Office of the Company. The results will also be hosted on the website; www.mphasis.comdespite being announced to the Stock Exchanges. Friday, 17 August 2018 Wednesday, 29 August 2018, at 9.00 am

The Notice of the Postal ballot together with the Postal Ballot Form is also uploaded on the website of the Company at www.mphasis.com and the Agency, NSDL at https://www.evoting.nsdl.com/ .

NOTES :

1. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

2. The duly completed postal ballot form should reach the scrutinizer not later than close of working hours (5.00 pm) on Thursday, 27 September 2018 i.e. 30 days from the dispatch of the notice. Postal Ballot forms received after this date will be invalid and strictly treated as no reply has been received from the member.

3. The e-voting module shall be forthwith blocked by NSDL after 5.00 pm on Thursday, 27 September 2018.

4. Shareholders who have not received the Postal Ballot Form may request for a duplicate copy of the postal ballot form by sending email to the Scrutinizer, [email protected] or write to Mr. S P Nagarajan, Scrutinizer, Mphasis Limited, Bagmane World Technology Center, Marathahalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru – 560048, India.

5. Any queries or grievances connected with the remote e-voting and postal ballot process, may please be addressed to Mr. Subramanian Narayan, Vice President and Company Secretary, at the registered office at Mphasis Limited, Bagmane World Technology Center, Marathahalli Outer Ring Road, Mahadevapura, Doddankahundi Village, Bengaluru – 560048, Ph:+91-080-67504613 or e-mail to [email protected].

Bengaluru 27 August 2018

For Mphasis Limited Sd/Subramanian Narayan

DocuSign Envelope ID: 30A0A242-50F6-4472-A2C5-3E616264D20E BENGALURU | TUESDAY, 28 AUGUST 2018

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ECONOMY & PUBLIC AFFAIRS 11

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Panel suggests cap on pay of independentdirectors

Lenders resolve two stressed power assets

BS REPORTER AND AGENCIES lenders about ~110 billion in outCode (IBC), if they could not focuses on power projects, Mumbai, 27 August standing loans. Earlier, lenders arrive at a deal. included a 15 per cent equity took a controlling stake in the On Monday, Resurgent stake for the banks. Lenders have finalised the sale power producer under the Power Ventures, a company In the second case, GMR of two large stressed power secstrategic debt restructuring backed by the Tata Group and Chhattisgarh Energy owes tor assets — GMR Chhattisgarh (SDR) scheme, which allows the ICICI Ventures, won the bidding lenders a total of ~58 billion and Energy and Prayagraj Power conversion of loans into equity. process for acquiring Prayagraj lenders had taken over the comGeneration Company — avoidDespite the company underPower with an offer to pay ~60 pany from GMR infrastructure. ing any need for insolvency progoing the SDR process, there billion upfront in cash, sources They implemented a ceedings against the compawas a risk that lenders will have said. JSW Energy had made a restructuring plan last year, nies. In the first case, a former to refer the company for insolsimilar cash offer to lenders. which converted around ~30 bilsubsidiary of Jaiprakash vency proceedings under the However, the offer of Resurgent lion of the company’s debt into Associates, Prayagraj owes Insolvency and Bankruptcy Power, which is a fund that close to 52 per cent of equity.

Unclog NCLT, special courts; restructure offences: Panel

INDIVJALDHASMANA identification number, etc. The remaining ceedings against the compawas a risk that lenders will have said. JSW Energy had made a restructuring plan last year, New Delhi, 27 August WHAT IT SUGGESTED 65 offences of serious nature will continue nies. In the first case, a former to refer the company for insolsimilar cash offer to lenders. which converted around ~30 bil� Instituting a transparent to be under the jurisdiction of special subsidiary of Jaiprakash vency proceedings under the However, the offer of Resurgent lion of the company’s debt into panel has recommended capping courts due to their potential misuse, Associates, Prayagraj owes Insolvency and Bankruptcy Power, which is a fund that close to 52 per cent of equity. online platform for the fee of an independent director according to the recommendations. A from a company to one-fifth of his e-adjudication and However, the status of all non-compoundgross annual income to ensure his indee-publication of able offences would be retained since orders GREATER CHENNAI CORPORATION pendence. they are serious in nature. The panel SBI Caps readies The committee, headed by Corporate � Greater disclosures also recommended shifting of the com- S.W.M.C. No.A7/3025/2017-Package-II Dated: 20.08.2018 Affairs Secretary Injeti Srinivas, suggested with respect to poundable offences to regional directors GSPC’s loan INVITATION OF TENDER a ceiling on independent director’s remupublic deposits under the ministry of corporate affairs neration in terms of percentage of income � Shares should be transferred (MCA). Regional directors would be NATIONAL COMPETITIVE BIDDING in order to prevent any material pecuniary empowered to enhance pecuniary limits. reduction The Superintending Engineer (SWM) Greater Chennai Corporation (GCC), invites on-line to the Investor Education and relationship, which could impair his indeCurrently, the NCLT decides whether a Technical and Financial Bids from eligible bidders to take up “Collection & Transportation pendence on the board of the company. Protection Fund if rightful owner company can alter its financial year. of Solid Waste, Street Sweeping Waste (including street sweeping activities), Horticulture The committee submitted its report to does not claim ownership Recommendations have also been made to proposal Waste and Collection & Storage of Domestic Hazardous Waste in the Zones No. 11, 12, 14 & 15 (Package-II) to the Designated Processing Facility / Dump Site / Depositing Centers Finance Minister Arun Jaitley on Monday. � Non-maintenance of registered shift this power to the central government. JYOTI MUKUL of Greater Chennai Corporation” under Design, Build, Finance, Operate and Transfer Experts said the high fees by any one office to trigger Pandey said, “The idea is to declog New Delhi, 27 August (DBFOT) model and undertake IEC (Information Education and Communication) activities for company can compromise independent de-registration process NCLT and special courts. The NCLT is spreading awareness for properly handling the solid waste. directors' independence. These directors already busy with insolvency and bankAt a time when private companies are Cost of the Tender Documents Rupees 3 (three) lakhs plus 12% (twelve are paid in two ways — through sitting fee ruptcy code, restructuring of companies, staring at insolvency, SBI Caps has percentage) as GST payable by Demand Draftercentage) as GST payable by Demand Draftge) as GST payable by Demand Drafte) as GST payable by Demand Draft) as GST payable by Demand Draft as GST payable by Demand Draftpayable by Demand Draftayable by Demand Draftyable by Demand Draftable by Demand Drafty Demand Draft Demand Draft and commission. While the sitting fee is government itself, if recommendations by etc.” A total of 9,073 cases were under conworked out a bailout package for stateEarnest Money Deposit Rupees 10 (ten) Crores only not a concern, it is commission, which raisthe panel are accepted by the government. sideration in the NCLT as on January 31, owned Gujarat State Petroleum For detailed scope of work and tender conditions, prospective bidders may refer to RFP es eyebrows. Commission could range from This was part of the recommendations 2018, including 1,630 cases of merger and Corporation (GSPC), where the State which can be downloaded from the web portal : htps://tntenders.gov.inps://tntenders.gov.in . one to three per cent of a company’s net to de-clog NCLT by the committee on amalgamation, 2,511 cases of insolvency, Bank of India is one of the lead bankers. Start of Tender Documents Downloading Date 20/08/2018 onwards profit, depending on whether the company reviewing penal provisions of the and 4,932 cases under other sections of the In a presentation outlining the mecha- Date and Time of Pre-Bid Meetng-Bid MeetngBid Meetngng 26/09/2018 at 11.30 am has a managing director, whole time direcCompanies Act. The committee also recCompanies Act, 2013, according to the govnism for loan resolution, it has pro- Last Dateast Date Dateate of Downloadingf Downloadingownloadingwnloadingoadingingg of Tender Documentsf Tender Documentsender Documentsnder Documentsder Documentsr Documentsocumentsmentsentsntsts 23/10/20183/10/201810/20180/20182018018188 tor or not. Atul Pandey, partner at Khaitan ommended shifting 16 of 81 compoundernment’s reply in Parliament. posed that the SBI offer a debt of ~21 bil- Last Date and Time of Submission of Bid 24/10/2018 up to 3.00 PM & Co., said the recommendation is in line able offences from the jurisdiction of speSubsequently, in the months after that, lion to refinance Gujarat State Financial Bid Opening Date and Time 24/10/2018 at 4.00 PM with the Kotak committee report on corcial courts to an in-house e-jurisdiction the number of cases has doubled, sources Services (GSFS) Ltd’s loan to GSPC. Place of Submission and Opening of Bid Office of the Superintending Engineer (SWM), Fourth Floor, Amma Maligai, porate governance for listed companies. framework, where defaults could be said. Till the end of June, 6,326 companies Prior to this refinancing, GSPC will Greater Chennai Corporation, Ripon National Company Law Tribunal penalised by adjudicating officer under the had filed cases in the NCLT under the draw an incremental ~6 billion from Building Campus, 1131, EVR Periyar Salai, (NCLT) and its appellate tribunal recently registrar of companies. Insolvency and Bankruptcy Code. Of those, GSFS as general corporate purpose Chennai-600 003, India-600 003, India600 003, India heard the Tata Sons-Cyrus Mistry case on These offences relate to non-filing of a majority has gone into liquidation. loan. As a third step, a fresh facility of For Further Information, Please Contact: conversion of the company into a private annual returns, not providing permanent The panel also recommended re-intro~15 billion will be availed from GSFS to 044-25619228 / 25619839 limited one. However, similar cases might account numbers, not providing registered ducing the declaration of commencement refinance an outstanding line of credDIPR/ 3168 /Tender/2018 Email: [email protected]@chennaicorporaton.gov.inon.gov.in not go to NCLT and could be decided by the address in letter head, not giving director of business provision. it and short-term loans that amount to ~21 billion. SBI Caps, which was hired by GSPC to suggest a loan reduction GREATER CHENNAI CORPORATION plan, has also identified certain require- S.W.M.C.No.A7/3025/2017-Package-I Dated: 20.08.2018 ments, such as a fresh cash credit lim- INVITATION OF TENDER Indiscriminate lending has led it of ~7.5 billion, and non-fund-based limits of ~20 billion, translating to ~5 bil- NATIONAL COMPETITIVE BIDDING lion incremental limit. It has suggested The Superintending Engineer (SWM) Greater Chennai Corporation (GCC), invites on-line that GSPC Pipavav give Oil and Natural Technical and Financial Bids from eligible bidders to take up “Collection & Transportation to banking crisis, says Jaitley of Solid Waste, Street Sweeping Waste (including street sweeping activities), Horticulture Gas Corporation ~4 billion standby let- Waste and Collection & Storage of Domestic Hazardous Waste in the Zones No. 1, 2, 3 NIKHAT HETAVKAR If we start sacrificing our macrodence that turned out to be ter of credit (SBLC) for supply of 5 & 7 (Package-I) to the Designated Processing Facility / Dump Site / Depositing Centers Mumbai, 27 August economic fundamentals in erroneous or commercially mmscmd gas. SBI has been requested of Greater Chennai Corporation” under Design, Build, Finance, Operate and Transfer order to temporarily push up unsuccessful with the passage to extend conversion of Compulsorily (DBFOT) model and undertake IEC (Information Education and Communication) activities for Indiscriminate lending and growth, then we are hurting ourof time. However, Jaitley said Convertible Debentures amounting to spreading awareness for properly handling the solid waste. penalising bankers instead ofempowering them to take theempowering them to take the selves elsewhere and that isbound to strike back at thebound to strike back at the that the challenges to the econ-omy in the past few monthsomy in the past few months ~5.5 billion that are due for conversionthis financial year. GSPC is looking for Cost of the Tender Documents Rupees 3 (three) lakhs plus 12% (twelvepercentage) as GST payable by Demand Draft right decisions has led to the economy at some point of time,” have been primarily external, approval of lenders for a scheme of Earnest Money Deposit Rupees 10 (ten) Crores only current crisis, said Finance he added saying that credit offciting unpredictable oil prices, arrangement under which non-conForwhich can be downloaded from the web portal:detailed scope of work and tender conditions, htps://tntenders.gov.in prospective bidders .may refer to RFP Minister Arun Jaitley (pictured) take needs to be moderated. trade wars and sporadic political vertible debentures worth about ~6 bil- Start of Tender Documents Downloading 20/08/2018 onwards during a meet of the Indian “Indiscriminate lending to issues. He added that the lion would be transferred to GSIL. Date Banks’ Association on Monday. chase growth at the cost of domestic sector needs to be This takeover of NCDs has been Date and Time of Pre-Bid Meetng 26/09/2018 at 11:30 am In a reference to the earlier macroeconomic fundamentals equipped to deal with these approved by the Gujarat cabinet.The Last Date of Downloading of Tender 23/10/2018 United Progressive Alliance was a policy mistake, he said. was not a regime of comfort,” external threats. Gujarat government firm, which was Documents (UPA) regime, Jaitley said the He added that indiscriminate he said adding that bankers Jaitley, however, seemed once one of the major players in the Last Date and Time of Submission of Bid 24/10/2018 upto 3:00 pm banking crisis was the result of lending done in the past led to were being punished for honpositive about the country’s petroleum and gas sector, had to sell off Bid Opening Date and Time 24/10/2018 at 4:00 pm indiscriminate lending done a funding projects which were not est decisions. growth and said that India may its Deendayal Upadhyaya block in the Place of submission and opening of Bid Office of the Superintending Engineer (SWM), Fourth Floor, Amma Maligai, decade ago. able to service those debts. This Jaitley said some commerprobably become the fifth Krishna Godvari basin as part of its Greater Chennai Corporation, “One lesson that I have was followed by the subsequent cial judgement needs to be left largest economy next year. He effort to reduce debt. The accumulaRipon Building Campus, learnt is that when we desire to error of dressing up the bad to the bankers themselves. He added that the country is contion of debt on its books led to the 1131, EVR Periyar Salai, Chennai - 600 003, India. have a high growth rate, it must loans. “A system was created added that bankers cannot be tinuing its run as a fast-growing Congress calling it a scam of the Gujarat For Further Information, Please Contact : 044-25619228 / 25619839 be accompanied by strongmacroeconomic fundamentals.macroeconomic fundamentals. where there was reduced abilityof bankers to find resolutions. Itof bankers to find resolutions. It punished for honest decisionstaken with commercial pru-taken with commercial prueconomy, and will continue tobe in this sweet spot.be in this sweet spot. government when PM Narendra Modiwas the state chief minister. DIPR/3167/Tender/2018 Email: [email protected]

S.W.M.C. No.A7/3025/2017-Package-II Dated: 20.08.2018 INVITATION OF TENDER NATIONAL COMPETITIVE BIDDING The Superintending Engineer (SWM) Greater Chennai Corporation (GCC), invites on-line Technical and Financial Bids from eligible bidders to take up “Collection & Transportation of Solid Waste, Street Sweeping Waste (including street sweeping activities), Horticulture Waste and Collection & Storage of Domestic Hazardous Waste in the Zones No. 11, 12, 14 & 15 (Package-II) to the Designated Processing Facility / Dump Site / Depositing Centers of Greater Chennai Corporation” under Design, Build, Finance, Operate and Transfer (DBFOT) model and undertake IEC (Information Education and Communication) activities for spreading awareness for properly handling the solid waste. Cost of the Tender Documents Rupees 3 (three) lakhs plus 12% (twelve percentage) as GST payable by Demand Draftercentage) as GST payable by Demand Draftge) as GST payable by Demand Drafte) as GST payable by Demand Draft) as GST payable by Demand Draft as GST payable by Demand Draftpayable by Demand Draftayable by Demand Draftyable by Demand Draftable by Demand Drafty Demand Draft Demand Draft Earnest Money Deposit Rupees 10 (ten) Crores only For detailed scope of work and tender conditions, prospective bidders may refer to RFP which can be downloaded from the web portal : htps://tntenders.gov.inps://tntenders.gov.in . Start of Tender Documents Downloading Date 20/08/2018 onwards Date and Time of Pre-Bid Meetng-Bid MeetngBid Meetngng 26/09/2018 at 11.30 am Last Dateast Date Dateate of Downloadingf Downloadingownloadingwnloadingoadingingg of Tender Documentsf Tender Documentsender Documentsnder Documentsder Documentsr Documentsocumentsmentsentsntsts 23/10/20183/10/201810/20180/20182018018188 Last Date and Time of Submission of Bid 24/10/2018 up to 3.00 PM Bid Opening Date and Time 24/10/2018 at 4.00 PM Place of Submission and Opening of Bid Office of the Superintending Engineer (SWM), Fourth Floor, Amma Maligai, Greater Chennai Corporation, Ripon Building Campus, 1131, EVR Periyar Salai, Chennai-600 003, India-600 003, India600 003, India For Further Information, Please Contact: 044-25619228 / 25619839 DIPR/ 3168 /Tender/2018 Email: [email protected]@chennaicorporaton.gov.inon.gov.in

NIKHAT HETAVKAR If we start sacrificing our macrodence that turned out to be Mumbai, 27 August economic fundamentals in erroneous or commercially order to temporarily push up unsuccessful with the passage Indiscriminate lending and growth, then we are hurting ourof time. However, Jaitley said penalising bankers instead ofempowering them to take theempowering them to take the selves elsewhere and that isbound to strike back at thebound to strike back at the that the challenges to the econ-omy in the past few monthsomy in the past few months right decisions has led to the economy at some point of time,” have been primarily external, current crisis, said Finance he added saying that credit offciting unpredictable oil prices, Minister Arun Jaitley (pictured) take needs to be moderated. trade wars and sporadic political during a meet of the Indian “Indiscriminate lending to issues. He added that the Banks’ Association on Monday. chase growth at the cost of domestic sector needs to be In a reference to the earlier macroeconomic fundamentals equipped to deal with these United Progressive Alliance was a policy mistake, he said. was not a regime of comfort,” external threats. (UPA) regime, Jaitley said the He added that indiscriminate he said adding that bankers Jaitley, however, seemed banking crisis was the result of lending done in the past led to were being punished for honpositive about the country’s indiscriminate lending done a funding projects which were not est decisions. growth and said that India may decade ago. able to service those debts. This Jaitley said some commerprobably become the fifth “One lesson that I have was followed by the subsequent cial judgement needs to be left largest economy next year. He learnt is that when we desire to error of dressing up the bad to the bankers themselves. He added that the country is conhave a high growth rate, it must loans. “A system was created added that bankers cannot be tinuing its run as a fast-growing be accompanied by strongmacroeconomic fundamentals.macroeconomic fundamentals. where there was reduced abilityof bankers to find resolutions. Itof bankers to find resolutions. It punished for honest decisionstaken with commercial pru-taken with commercial prueconomy, and will continue tobe in this sweet spot.be in this sweet spot.

Mphasis Limited

Opposition demands return to paper ballot for 2019 elections

Kerala deluge may shave off 2.2% of state GDP

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Notice

ARCHIS MOHAN VVPATs are used in all polling New Delhi, 27 August stations, but results of EVMs and VVPATs are matched in one The deluge that ravaged At an all-party meeting hosted polling station per constituency. Kerala earlier this month, has by the Election Commission “Nothing final has been shaved off at least 2.2 per cent (EC) on Monday, the Congressdecided yet, but one way to allay of state GDP, which will push led alliance of several parties fears is to increase the number up its fiscal deficit to 5.4 per demanded a return to paper balof constituencies where EVM cent this fiscal, says a report. lots for the 2019 Lok Sabha elecand paper trail machine results Most of Kerala was tions. The Bharatiya Janata are matched,” a senior EC offimarooned between August 8 Party and its allies had opposed cial said after the meeting. and 20, and around 260 peoit. The EC later indicated it “Some of the parties said ple we killed and over a 1.5 would work towards “satisfacgoing back to ballot is really bad million were driven out of tory solution” to the as it will bring back booth captheir homes. The state adminOpposition’s suggestions. turing...we don't want (that). At istration has pegged the damThe Congress also comthe same time, some parties ages-over 90,000 km of roads, plained about 6 million ghost said there are problems with hundreds of bridges and or fake voters in Madhya Chief Election Commissioner O P Rawat (left) and Election EVMs, there are issues with around 50,000 acres of crops Pradesh and 4.5 million in Commissioner Ashok Lavasa at a meeting with recognised VVPAT slip count so why not and over 10,000 homes were Rajasthan electoral rolls and national and state political parties to discuss issues related EC takes a call on this,” Rawat destroyed, at over ~ 350 bildemanded a thorough revision. to the electoral process, in New Delhi on Monday PTI said. lion, which is much more The two states, along with Asked about the stand of the than its annual budget. Chhattisgarah and Mizoram, Kairana Lok Sabha byelection other Opposition parties flagged EC on EVMs and whether it According to an initial estiare scheduled to go to polls by in Uttar Pradesh on May 28. He the issue of malfunctioning of remains the “same” as it was in mate by rating agency Acuit e-voting November-end. said the EC should make public EVMs as well as tampering and the past, the Chief Election Ratings (earlier Smera RatiThe Congress asked the EC where these machines are technical glitches in the voter Commissioner dubbed it as a ngs), the flood has shaved off e-voting to make public specifications of repaired. verifiable paper audit trail “hypothetical question”. at least 2.2 per cent or or nearelectronic voting machines, or After the meeting, Chief (VVPAT) system. NCP leader D Singhvi said 70 per cent of ly ~108 billion of state GDP. EVMs version 2, the older Election Commissioner O P P Tripathi said his party’s reppolitical parties demanded that Without central grants-inmachine being used by the EC, Rawat said the EC will “defiresentative also raised the issue the EC revert to the old system aid, state fiscal deficit may and EVM version 3, the latest nitely look into all the suggesof lack of confidence in EVMs. of ballot paper during elections. exceed 5.4 per cent this finanmachine, to inspire confidence tions given” by political parties The Congress suggested that The Congress also demanded cial year compared to 3.2 per in the electorate. and “there will be a satisfactory at least 30 per cent of EVMs in that ceiling be imposed on the cent in FY18. The key sectors Congress spokesperson solution to them”. each constituency be matched expenditure by political parties of tourism and agro-based Abhishek Manu Singhvi said as The Congress, Samajwadi with the paper audit trial, while during poll campaign. industries are expected to sufmany as 13 per cent of EVMs, Party, Nationalist Congress the Aam Aadmi Party said it Currently, there is only a ceiling fer severe losses given the NOTES : according to the EC’s data, had Party (NCP), Bahujan Samaj should be matched with at least for individual candidates, and damages to infrastructure and malfunctioned during the Party, Trinamool Congress, and 20 per cent EVMs. Currently, not political parties. crops/plantations. Tourism 1. alone contributes 10 per cent 2. of the state economy. Agro-based industries and plantation industries such as Niti forconsidering deposits undergold monetisation scheme as CRR rubber, tea, paper, textiles, 3. PRESS TRUST OF INDIA gested. holds and institutions in the country. The food processing etc are likely 4. New Delhi, 27 August It further said the government could scheme allows banks' customers to deposit to suffer losses of over ~ 12 bilconsider initially setting up a Bullion their idle gold holdings for a fixed period in lion, the agency added. Giving Government think-tank NITI Aayog has Exchange in GIFT-IFSC to be an additionreturn for interest in the range of 2.25 per a sectoral loss due to the suggested that deposits mobilised by banks al option in the choice of venue for trade for cent to 2.50 per cent. floods, the agency said the under the Gold Monetisation Scheme the global market participants and to be the Recently, the Reserve Bank of India biggest loss would be seen in 5. should be included in the cash reserve primary intermediary for all gold imports (RBI) had made changes in the Gold the real estate ownership with ratio. and exports. Monetisation Scheme (GMS) to make it an estimated loss of ~17.25 biloffice at In a report, the committee headed by "In due course more exchanges may be more attractive. lion, followed by agro-based Niti Aayog Principal Adviser Ratan P Watal set up in the domestic markets," the comThe revamping of the scheme was industries at ~12.16 billion road also recommended that the transfer of gold mittee, which was constituted to recomaimed at enabling people to open a hassletransport at ~6.57 billion, collected under the scheme (GMS) should mend measures to transform India's gold free gold deposit account. financial services at ~5.49 bilbe exempt from the purview of GST. market, suggested. In 2015, the governThe short-term deposits should be lion, hotels & shopping comBengaluru "Deposits mobilized under GMS may be ment launched the GMS with the objectreated as bank's on-balance sheet liability, plex at ~ 1.61 billion, and quar27 August 2018 considered for CRR," the committee sugtive of mobilising the gold held by housethe RBI said in a notification in June. rying at ~7.5 million. PTI

Mr. S P Nagarajan (CP No.4738), Practicing Company Secretary, has been appointed as the scrutinizer to scrutinize the voting process in a fair and transparent manner.

The following is the schedule of events for e-voting: Date of completion of dispatch of Postal Ballot Notice Tuesday, 28 August 2018 including Postal Ballot Forms Cut-off date for voting (i.e. date reckoned for considering the Friday, 17 August 2018 eligibility of the members to vote) The date and time of commencement of voting including Wednesday, 29 August 2018, at 9.00 am e-voting Last date for receipt of Postal Ballot votes and closure of Thursday, 27 September 2018, at 5.00 pm e-voting Declaration of results of voting Forthwith, upon receipt of Scrutinizer report on Friday, 28 September 2018 at the Registered Office of the Company. The results will also be hosted on the website; www.mphasis.com despite being announced to the Stock Exchanges.

The Notice of the Postal ballot together with the Postal Ballot Form is also uploaded on the website of the Company at www.mphasis.com and the Agency, NSDLat https://www.evoting.nsdl.com/ .

Aperson who is not a member as on the cut-off date should treat this Notice for information purposes only. The duly completed postal ballot form should reach the scrutinizer not later than close of working hours (5.00 pm) on Thursday, 27 September 2018 i.e. 30 days from the dispatch of the notice. Postal Ballot forms received after this date will be invalid and strictly treated as no reply has been received from the member. The e-voting module shall be forthwith blocked by NSDLafter 5.00 pm on Thursday, 27 September 2018. Shareholders who have not received the Postal Ballot Form may request for a duplicate copy of the postal ballot form by sending email to the Scrutinizer, [email protected] or write to Mr. S P Nagarajan, Scrutinizer, Mphasis Limited, Bagmane World Technology Center, Marathahalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru – 560048, India.

Any queries or grievances connected with the remote e-voting and postal ballot process, may please be addressed to Mr. Subramanian Narayan, Vice President and Company Secretary, at the registered office at Mphasis Limited, Bagmane World Technology Center, Marathahalli Outer Ring Road, Mahadevapura, Doddankahundi Village, Bengaluru – 560048, Ph:+91-080-67504613 or e-mail to [email protected].

For Mphasis Limited Sd/Subramanian Narayan Vice President and Company Secretary

DocuSign Envelope ID: 30A0A242-50F6-4472-A2C5-3E616264D20E

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Mphasis Limited

Regd. Office: Bagmane World Technology Center, Marathahalli Outer Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru ‐ 560 048; CIN:L30007KA1992PLC025294

E‐mail: investor.rela�[email protected]; Website: www.mphasis.com; Telephone: +91 80 6750 1000; Fax: +91 80 6695 9943

POSTAL BALLOT FORM

(Pursuant to Section 110 of the Companies Act, 2013) Serial No.

1 Name(s) of Shareholder(s)
:
(including joint holders, if any) (in block le�ers)
2 Registered Address of the sole/ : first/ named shareholder
3 Registered Folio No./ : DP ID No./Client ID No.*
(*Applicable to investors holding shares in dematerialized form)
4 Number of Shares Held / e‐vo�ng : details ( as given below)

EVEN (E‐VOTING EVENT NUMBER)	User ID	Password

I/We do hereby exercise and cast my/our vote(s) in respect of the following resolution to be passed through Postal Ballot for the business stated in the Notice of Postal Ballot dated 7 August 2018 of the Company, by sending my/our assent or dissent to the said resolution by placing the tick ( 4 ) mark at the appropriate box below:

Item No.	Descrip�on	No.of shares	ASSENT to the resolu�on (In favour)	DISSENT to the resolu�on (against)
1	Approval for Buy‐back of equity shares of the Company on a proportionate basis through “Tender Offer” route under the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, by means of special resolution, for an amount not exceeding Rs.9,882.75 million (Rupees nine thousand eight hundred and eighty two million and seven fifty thousands).

Place:

Date:

(Signature of the Member)

NOTE: PLEASE READ THE INSTRUCTIONS CAREFULLY MENTIONED OVERLEAF BEFORE EXERCISING THE VOTE

INSTRUCTIONS

A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self‐addressed business reply envelope. Postage will be borne and paid by the Company. However, envelopes containing postal ballots if sent by Courier or by Registered Post at the expense of the registered shareholder will also be accepted.
The self‐addressed envelope bears the address of the Scrutinizer, Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738) appointed by the Board of Directors of the Company at the meeting held on 7 August 2018.
Members exercising vote by e‐voting facility need not send the Postal Ballot Form to the Company.
The Postal Ballot Form should be completed and signed by the shareholder as per the specimen signature registered with the Company. In case of joint holdings, this form should be completed and signed (as per the specimen signature registered with the Company) by the first named shareholder and in his absence, by the next named shareholder.
Postal Ballot Forms signed in the representative capacity of a body corporate, trusts, societies etc. must be accompanied by a certified true copy of the relevant authorization to vote on the Postal Ballot Form and Specimen Signature of the Authorized Signatory.

6. Duly completed Postal Ballot Form should reach the Scrutinizer not later than close of working hours (5:00 pm) on Thursday, 27 September 2018. Postal Ballot Forms received after this date will be strictly treated as if the reply from the shareholder has not been received.

Unsigned/Incorrect Postal Ballot Form will be rejected.
Voting rights shall be reckoned on the paid up value of shares in the name of Members as on Friday, 17 August 2018, being cut off date for dispatch of the notice to the Members and under the e‐voting process.
The vote must be cast by recording the assent in the column “For” and dissent in the column “Against” by placing a tick mark ( 4 ) in the appropriate column in the postal ballot form. The assent or dissent received in any other form shall not be considered as valid. Postal Ballot Forms bearing tick ( 4 ) mark in both the columns will render the form invalid.
Members are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and putting their signature.
Members can request for a duplicate copy of the Ballot Form, in case the original has been misplaced, lost or worn out etc., by sending an e‐mail to [email protected] by mentioning their Folio No./DP ID and Client ID No. However, the duly completed Ballot Forms should reach the Scrutinizer not later than 5:00 pm on Thursday, 27 September 2018.
The Scrutinizer’s decision on the validity of a Postal Ballot Form will be final.

AI assistant

Mphasis Limited Capital/Financing Update 2018

61117_rns_2018-08-28_5cdac32c-449d-4dde-86fe-55843ab463bb.pdf

Sub: Intimation of dispatch of Postal Ballot Notice and the Postal Ballot Form for seeking approval of the shareholders for Buy-back of equity shares of the Company by means of special resolution

Postal Ballot Notice

Postal Ballot Form

Encl: As above

Mphasis Limited

Notice

The following is the schedule of events for e-voting:

NOTES :

ECONOMY & PUBLIC AFFAIRS 11

Panel suggests cap on pay of independentdirectors

Lenders resolve two stressed power assets

Mphasis Limited

Opposition demands return to paper ballot for 2019 elections

Kerala deluge may shave off 2.2% of state GDP

Notice

DgÉÆÃUÀå ²©gÀ §qÀªÀjUÉ ªÀgÀzÁ£À

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Mphasis Limited

POSTAL BALLOT FORM

INSTRUCTIONS

AI assistant

Mphasis Limited — Capital/Financing Update 2018

61117_rns_2018-08-28_5cdac32c-449d-4dde-86fe-55843ab463bb.pdf

Sub: Intimation of dispatch of Postal Ballot Notice and the Postal Ballot Form for seeking approval of the shareholders for Buy-back of equity shares of the Company by means of special resolution

Postal Ballot Notice

Postal Ballot Form

Encl: As above

Mphasis Limited

Notice

The following is the schedule of events for e-voting:

NOTES :

ECONOMY & PUBLIC AFFAIRS 11

Panel suggests cap on pay of independentdirectors

Lenders resolve two stressed power assets

Mphasis Limited

Opposition demands return to paper ballot for 2019 elections

Kerala deluge may shave off 2.2% of state GDP

Notice

DgÉÆÃUÀå ²©gÀ §qÀªÀjUÉ ªÀgÀzÁ£À

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Mphasis Limited

POSTAL BALLOT FORM

INSTRUCTIONS

More from Mphasis Limited

Mphasis Limited Capital/Financing Update 2018

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