Mphasis :: AIR 2021-22

DocuSign Envelope ID: 0CDFA5D2-39C1-4FCE-B596-D0A716D2E898
23 June 2022
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 Sir,
Sub:- Circulation of the Notice of the 31st Annual General Meeting and the Annual Report for the year ended
31 March 2022 to the Shareholders of the Company
We wish to inform you that the Notice of the 31st Annual General Meeting (AGM) scheduled to be held on
Thursday, 21 July 2022, at 9:00 am (IST) through Video Conferencing (VC) together with the
Annual Report for FY22, through electronic mode is being despatched today to all the members whose name
appear in the Register of members/List of Beneficial owner as on 17 June 2022. The Notice and Annual Report
2022 have been uploaded on the website of the Company, as per the following details:
1. Notice (e-book) - https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-

reports/2022-Notice.ebook
2. Annual Report (e-book) - https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-
reports/2022-Annual-Report.ebook
3. Notice (PDF) - https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-
reports/mphasis-agm-notice-2022.pdf
4. Annual Report (PDF) - https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-
reports/mphasis-annual-report-2022.pdf
Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
we enclose a copy of the Notice of AGM and the Annual Report 2022 being dispatched to the equity shareholders
of the Company.
The following are the events in connection with the AGM and e-voting:
Particulars Details
Date and time of AGM Thursday, 21 July 2022, at 9:00 am (IST)
Mode of AGM Video Conferencing
Link for participation through VC https://www.evoting.nsdl.com/
Webcast and transcripts link https://www.mphasis.com
Dividend record date Tuesday, 5 July 2022
Information for tax on dividend 2021-22 https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-
reports/categorywisetaxdeclaration2022.ebook
Cut-off date for e-voting Thursday, 14 July 2022
E-voting start date and time Saturday, 16 July 2022, 9:00 am (IST)
E-voting end date and time Wednesday, 20 July 2022, 5:00 pm (IST)
Link for e-voting website of NSDL https://www.evoting.nsdl.com/
We also enclose a copy of the newspaper advertisement published today in the Business Standard and Samyuktha
Karnataka (Kannada language newspaper) regarding the dispatch of the subject Notice and the Annual Report to
the shareholders.
We request you to kindly take the above on record as per the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Thanking You,
Yours faithfully,
For Mphasis Limited
Subramanian Narayan
Senior Vice President and Company Secretary
Encl: As above
NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the thirty first Annual General Meeting of the members of Mphasis Limited will be held on Thursday, the
21 July 2022 at 9:00 am (IST) through Video Conferencing (“VC”) to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the consolidated and standalone financial statements of the Company comprising of audited
balance sheet as at 31 March 2022, the statement of profit and loss and cash flow statement for the year ended on that date and
the reports of the Board and Auditors’ thereon.
2. To declare a final dividend on equity shares.
3. To appoint a director in place of Mr. Amit Dalmia (DIN: 05313886) who retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a director in place of Mr. David Lawrence Johnson (DIN: 07593637) who retires by rotation and being eligible, offers
himself for re-appointment.
SPECIAL BUSINESS
5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:
RESOLVED THAT pursuant to Sections 152,160 and other applicable provisions of the Companies Act, 2013 and the applicable
rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Kabir Mathur
(DIN: 08635072), in respect of whom the Company has received a notice in writing from a member proposing his candidature to
the office of Director, be and is hereby appointed as a Director of the Company, whose period of office shall be liable to retirement
by rotation.
rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Pankaj Sood
(DIN: 05185378), in respect of whom the Company has received a notice in writing from a member proposing his candidature to
the office of Director, be and is hereby appointed as a Director of the Company, whose period of office shall be liable to retirement
by rotation.
rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Courtney
della Cava (DIN: 09380419), in respect of whom the Company has received a notice in writing from a member proposing her
candidature to the office of Director, be and is hereby appointed as a Director of the Company, whose period of office shall be liable
to retirement by rotation.
8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:
RESOLVED THAT pursuant to the provisions of Sections 149, 152,160 and other applicable provisions of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Ms. Maureen Anne Erasmus (DIN : 09419036), who was appointed as an additional director pursuant to the
provisions of Section 161 of the Companies Act, 2013 in capacity of an Independent Director effective 20 December 2021, holding
office up to the date of this Annual General Meeting, in respect of whom the Company has received a notice in writing from a
member proposing her candidature to the office of Director, be and is hereby appointed as an Independent Director of the Company,
not subject to retirement by rotation, to hold office for a period of five consecutive years with effect from 20 December 2021.
By order of the Board

For Mphasis Limited
Bengaluru SUBRAMANIAN NARAYAN

28 April 2022 SVP and Company Secretary
Registered Office:
Bagmane World Technology Center, Marathahalli Outer Ring Road,
Doddanakhundi Village, Mahadevapura, Bengaluru 560048;
CIN: L30007KA1992PLC025294; Telephone: 080 - 6750 1000;
Website: www.mphasis.com; e-mail: [email protected]
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ANNUAL REPORT • 2022

DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT, PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ISSUED BY ICSI:
Mr. Amit Mr. David Mr. Kabir Mr. Pankaj Ms. Courtney Ms. Maureen Anne
Name
Dalmia Lawrence Johnson Mathur Sood della Cava Erasmus
DIN 05313886 07593637 08635072 05185378 09380419 09419036
Date of first appointment at 1 Sep 2016 1 Sep 2016 20 Dec 2021 20 Dec 2021 20 Dec 2021 20 Dec 2021
the Board
Date of Birth 30 Oct 1975 27 Nov 1953 16 Feb 1979 11 July 1975 31 Dec 1969 05 June 1960
Qualification B. Com, CA, B.A. and MBA Bsc (Hons), BE and MBA B.A. and MBA Graduate in
CS and CWA Graduate in Commerce
Economics
and a degree
in Political
Science
Nature of expertise in specific Technology, Technology, Global Global Global Global Experience
functional areas Global Strategy, Experience Experience Experience / Domain
Experience Functional and / Domain / Domain / Domain Experience,
/ Domain managerial Experience, Experience, Experience, Strategy,
Experience, experience, Strategy, Strategy, Strategy, Functional and
Strategy, Financial, Functional and Functional and Functional and managerial
Functional and Governance, managerial managerial managerial experience,
managerial Risk and experience, experience, experience, Financial,
experience, Compliance, Financial, Financial, Governance, Governance,
Financial, Leadership. Governance, Governance, Risk and Risk and
Governance, Risk and Risk and Compliance, Compliance,
Risk and Compliance, Compliance, Leadership. Leadership.
Compliance, Leadership. Leadership.
Leadership.
Directorship in the Boards of Refer below Nil Nil Nil Nil Nil
other Indian listed entities
Membership/ Chairmanship Refer below Nil Nil Nil Nil Nil

in Committees of other Indian
listed entities
Name of the Director Other Directorship in Indian Public Companies Membership/ Chairmanship
Mr. Amit Dalmia SH Kelkar and Company Limited Member of Audit Committee
Member of Nomination and Remuneration
Committee
Notes:
1. Directorships in unlisted entities, foreign companies and membership in governing councils, chambers and other bodies are not included.
2. Membership/Chairmanship in Audit Committee and Stakeholder Grievance Committees of other listed public entities is considered.
3. The above directors have not resigned from Indian listed companies in the last 3 years.
4. There is no inter-se relationship amongst the Directors and Key Managerial Personnel.
5. The above stated Directors do not hold any shares of the Company.
6. The details of the number of Board and Committee meetings attended during the year are given in the Annual Report 2022.
7. The skills and capabilities of the Ms. Maureen Anne Erasmus has been disclosed in the explanatory statement.
8. The detailed profile of Directors are disclosed in the Annual Report 2022 and are also hosted on the website of the Company at
www.mphasis.com.
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Notes:
1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circulars dated 5 May 2022 read with
circulars dated 8 April 2020, 13 April 2020, 5 May 2020, 13 January 2021 and 8 December 2021 (collectively referred to as “MCA
Circulars”) permitted convening the Annual General Meeting (“AGM”) through VC. Accordingly, in compliance with the provisions
of the Companies Act, 2013 (the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and MCA Circulars, the 31st AGM of the Company is being held through Video Conferencing (VC).
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON
HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PURSUANT TO THE MCA CIRCULARS,
PROVISION FOR APPOINTMENT OF PROXIES BY THE MEMBERS ARE NOT AVAILABLE FOR THE AGM HELD THROUGH VC.
ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXY FOR THIS AGM HAS NOT BEEN PROVIDED TO THE MEMBERS
AND THE PROXY FORM IS NOT ANNEXED TO THIS NOTICE.
3. Members attending the AGM through VC shall only be counted for the purpose of quorum under Section 103 of the Act and the
attendance of the members shall be reckoned accordingly. No separate attendance form is being enclosed with the notice.
4. The place of the AGM for the statutory purposes shall be the registered office of the Company.
5. In compliance with the aforesaid MCA Circulars and the SEBI Circular dated 13 May 2022, Notice of the AGM along with the
Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail address are registered with the
Company / Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company’s
Website www.mphasis.com, websites of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited at
www.nseindia.com and www.bseindia.com respectively and on the website of NSDL https://www.evoting.nsdl.com.
6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, the
Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act and the
certificate from the secretarial auditor under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 will be available electronically for inspection by members during the AGM.
7. The Institutional and Corporate Investors (i.e. other than individuals, HUF, NRI, etc.,) are encouraged to attend the AGM through
VC by sending a scanned copy (PDF / JPG Format) of its Board / Governing body resolution / Authorization etc., authorizing its
representative to attend the AGM through VC on its behalf and to vote through remote e-voting. The said resolution / authorization may
be sent to the Scrutinizer by email to [email protected] with a copy marked to [email protected] and [email protected]
8. Members proposing to seek information/clarification with regard to the financial accounts or any matter being placed at the AGM,
are requested to write in advance to the Company on or before Friday, 15 July 2022 through email at [email protected].
The same will be replied by the Company suitably at the Annual General Meeting.
9. The members present at the AGM who have not cast their votes by availing the remote e-voting facility may cast their votes through
e-voting during the AGM.
10. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock
the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall
make, not later than forty eight hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in
favour or against, if any, to the Chairman or a person authorized by him, who shall countersign the same and declare the results of
the voting forthwith.
11. The results declared along with the report of the Scrutinizer will be placed on the website of the Company,
https://www.mphasis.com/home/corporate/investors.html and on the website of NSDL (www.evoting.nsdl.com) after the declaration
of the results by the Chairman or a person authorized by him. The results will also be immediately forwarded to the stock exchanges
where the shares of the Company are listed. In addition, the results will also be displayed on the Notice Board of the Company
at the registered office and the corporate office at “Bagmane Laurel”, Bagmane Technology Park, Byrasandra Village, C V Raman
Nagar, Bengaluru 560093.
12. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 7 July 2022 to Thursday,
21 July 2022 (both days inclusive).
13. The final dividend on equity shares as recommended by the Board of Directors for the year ended 31 March 2022, if approved at the
Annual General Meeting, be payable, electronically:
a. to those members holding shares in physical form, whose names appear on the Register of Members at the close of business
hours on Tuesday, 5 July 2022, after giving effect to all valid transmission and other requests in physical form lodged with the
Company and/or its Registrar and Share Transfer Agent on or before Tuesday, 5 July 2022; and
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b. in respect of shares held in electronic form, on the basis of beneficial ownership as per the details furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose at the close of
business hours on Tuesday, 5 July 2022.
14 Members who have not registered their bank mandate details for receipt of dividend electronically or wish to change their bank
mandates may update the said details at https://www.integratedindia.in/mph.aspx. In addition, members holding shares in the
demat form are also requested to contact their Depository Participant and register the bank mandate details for electronic payment
of dividend.
15. Members are requested to note that the payment of dividend to the shareholders who have not opted for electronic mode or to
whom the said dividend is required to be paid through issuance of Dividend Warrants/Demand Drafts (DDs) including the NEFT/
RTGS/NACH/NECS return cases, could be delayed if the postal services/courier services in the Country are affected due to resurge,
if any, of the pandemic. In such an event, in terms of MCA Circulars, the Company shall dispatch the dividend warrants/demand
drafts through post or other permitted dispatch means, upon normalization of postal or other permitted dispatch services. Members
may also note that the Company is fully committed to make its best efforts to dispatch the Dividend Warrants/DDs to the aforesaid
shareholders promptly once normalcy returns and the dispatch services in the Country are resumed.
16. As per the Income Tax Act, 1961 (“Income Tax Act”), as amended by the Finance Act, 2020, dividend distribution tax has been
abolished with effect from 1 April 2020. Accordingly, dividend income is taxable in the hands of the members. The Company shall
therefore deduct tax at source at the time of making the payment of dividend at the prescribed rates. The members are requested
to note that the Tax Deducted at Source (“TDS”) rate varies for each person, based on their residential status and entity type:
The applicable TDS and the relevant documents required by the Company to determine the same are as follows.
A. Resident shareholders
For Resident Shareholders, taxes shall be deducted at source under Section 194 of the Income Tax Act, as follows–
Shareholders having valid Permanent Account Number (PAN) 10% or as notified by the Government of India.
Shareholders not having PAN / valid PAN 20% or as notified by the Government of India as per
section 206AA of the Income Tax Act.
Shareholders who have not furnished Income Tax Returns Higher rate of tax as notified by the Government of India as
for the financial year (“FY”) 2020-21 (AY 2021-22) within the per section 206AB of the Income Tax Act.
timelines prescribed under section 139(1) of the Income Tax
Act and aggregate of tax deducted at source is ` 50,000 or
more in FY 2020-21.
However, no tax shall be deducted on the dividend payable to a resident individual shareholder, if the total dividend to be
received by them during Financial Year (“FY”) 2022-23 does not exceed ` 5,000 in aggregate across all holdings in the Company.
If the shareholders wish to avail a lower TDS rate / Nil TDS rate on the dividend, the following documents may be uploaded on
https://www.integratedindia.in/ExemptionFormSubmission.aspx on or before 10 July 2022 before 5:00 pm (IST).
• Lower/Nil withholding certificate issued under section 197 of the Income Tax Act covering FY 2022-23;
• Form 15G, which is applicable to resident individual shareholders who are below 60 years of age or a person (other than
company or firm) and whose tax on total income during FY 2022-23 is estimated to be Nil.
• Form 15H, which is applicable to resident individual shareholders who are 60 years of age and above during the FY 2022-23
and whose tax on total income during FY 2022-23 is estimated to be Nil.
No communication/documents on the tax determination/ deduction shall be considered by the Company after 10 July 2022 and
the TDS basis the information / documents available with the Company, would be considered.
B. Non-resident shareholders
For Non-resident Shareholders (excluding FPIs / FIIs), taxes are required to be withheld in accordance with the provisions
of Section 195 of the Act at the rates in force i.e., 20% (plus applicable surcharge and cess). Further, for FPIs / FIIs, taxes
are required to be withheld in accordance with the provisions of section 196D of the Income Tax Act at the rate of 20% (plus
applicable surcharge and cess).
If the non-resident shareholders wish to avail a lower TDS rate /Nil TDS rate on the dividend, lower/Nil withholding
certificate issued under Section 197 of the Income Tax Act covering FY 2022-23 may be uploaded on
https://www.integratedindia.in/ExemptionFormSubmission.aspx on or before 10 July 2022 before 5:00 pm (IST).
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Non-resident shareholders (including FPIs / FIIs) have the option of being governed by the provisions of the Double Taxation
Avoidance Agreement (DTAA) between India and their country of tax residence, if the provisions of the DTAA are more beneficial
to them. For this purpose, i.e., in order to avail the benefits under the DTAA, non-resident shareholders (including FPIs / FIIs) will
have to provide the following:
• Copy of the PAN Card allotted by the Indian Income Tax Authorities duly attested by the shareholder.
• Copy of Tax Residency Certificate (TRC) for FY 2022-23, obtained from the revenue authorities of the country of tax residence,
duly attested by shareholder.
• Self-declaration in Form 10F for FY 2022-23.
• Declaration to establish the genuineness of applicability of treaty provisions including provisions of General Anti-Avoidance
Rules and Multilateral Instruments.
• In case of foreign company / entity, self-declaration that you do not have a permanent establishment in India, nor do you have
a place of effective management in India for FY 2022-23.
The above referred non-resident shareholders may upload the aforementioned documents on https://www.integratedindia.in/
ExemptionFormSubmission.aspx on or before 10 July 2022, 5:00 pm (IST). Thereafter, no communication/documents on the
tax determination/ deduction shall be considered by the Company and the withholding tax as appropriate, basis information /
documents available with the Company, would be considered.
The non-resident shareholders (including FPIs / FIIs) may note that:

a) The above documents would be considered only if they are found to be in order in accordance with the provisions of the
Income Tax Act.
b) In case of shares held in the Company in multiple accounts with different status and/or category under a single PAN, the
higher rate of tax, as applicable, would be considered on the entire holding in different accounts.
c) Members are advised to verify the correctness of the PAN and update the same with your Depository Participant (if you hold
shares in dematerialized mode) or the Registrar and Share Transfer Agent (if you hold shares in physical mode), at the earliest.
The members may note that no claim shall lie against the Company for TDS/withholding taxes deducted from the dividend paid.
The shareholders are advised to refer www.mphasis.com to note the detailed requirements, based on the category of each
shareholder, including the prescribed format of declaration and documents, to be furnished to avail nil TDS/withholding tax.
The Company will arrange to email a soft copy of the TDS certificate to your registered email ID post payment of the dividend.
The members may also view the credit of TDS/withholding tax in Form 26AS, which can be downloaded from your e-filing
account at https://www.incometaxindiaefiling.gov.in/.
17. Shareholders who hold securities either in Pool, Collateral or Securities Unpaid Account on behalf of beneficial holders are advised
to furnish a declaration regarding the beneficial ownership to the Company or to the Registrar and Share Transfer Agent, viz.,
Integrated Registry Management Services Private Ltd, Unit-Mphasis Limited on or before closing hours of 10 July 2022 to avoid
deduction of TDS in their name instead of the beneficial owners. Declaration made after 10 July 2022 will strictly not be accepted.
TDS once deducted by the Company will not be revised by the Company subsequently.
18. In case of joint holders, Members whose name appear as the first holder in the order of names as per the Register of Members of
the Company will be entitled to vote at the AGM.
19. Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (IEPF Rules), the dividends remaining unclaimed/unpaid for seven years is required to be transferred to
Investor Education and Protection Fund. Accordingly, the unclaimed and unpaid final dividend for the year 2014-15, is liable to be
transferred to the Investor Education and Protection Fund in October 2022. Shareholders who are yet to claim the said unclaimed
dividend, are requested to submit their claims to the Registrar and Share Transfer Agent, viz., Integrated Registry Management
Services Private Ltd, Unit-Mphasis Limited. The details of shareholders in respect of whom the dividend has remained unclaimed
have been uploaded on the website of the Company at www.mphasis.com under the Investor Section.
In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares
in respect of which the dividend remains unclaimed for seven consecutive years is required to be transferred to Investor Education
and Protection Fund (IEPF). Accordingly, as at the date of the notice there are 10,898 shares held by 61 shareholders, which are
liable to be transferred to IEPF Authority in October 2022.
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The Company has uploaded the details of shareholders whose shares are required to be transferred to IEPF Authority on the
website of the Company at https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/governance/new-folder/
shareholders-whose-dividend-remains-unpaid-for-seven-consecutive-years-as-at-25-may-2022.pdf
20. The following are the details of transactions in the unclaimed suspense account, maintained by the Company pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015:
Unclaimed shares outstanding as at Unclaimed shares debited from the Closing balance of shares as at
1 April 2021 account during the period 31 March 2022
3,000 Nil 3,000
21. Members are requested to notify any change in their address to the Company / Depository Participant as the case may be.
22. The shareholders are requested to communicate all their correspondence to:
Senior Vice President and Company Secretary, Mphasis Limited, Bagmane World Technology Center, Marathahalli Outer
Ring Road, Doddanakhundi Village, Mahadevapura, Bengaluru - 560 048. e-mail: [email protected]
Ph: +91 (080) 67504613.
OR
Integrated Registry Management Services Private Ltd. Unit: Mphasis Limited, No. 30, Ramana Residency, 4th Cross, Sampige Road,
Malleswaram, Bengaluru - 560 003. e-mail: [email protected] Ph: +91 (080) 23460815 - 818.
23. Since the AGM will be held through VC in accordance with the MCA Circulars, the route map is not attached to this Notice.
VOTING THROUGH ELECTRONIC MEANS
1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration)
Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the members an
electronic voting (e-voting) facility to exercise their right to vote on resolutions proposed to be considered at the thirty first Annual
General Meeting (AGM). The instructions for e-voting are given hereinbelow.
2. The remote e-voting period commences on Saturday, 16 July 2022 at 9:00 AM and ends on Wednesday, 20 July 2022 at 5.00 PM.
During this period, members of the Company, holding shares in physical form or in dematerialized form, as on Thursday, 14 July
2022, being the cut-off date, may cast their vote by remote e-voting. The remote e-voting module shall be forthwith blocked by
NSDL after 5:00 PM on 20 July 2022. Vote once cast by a member shall not be allowed to be changed subsequently. Members,
who will be present in the AGM through VC facility and have not cast their vote on the resolutions through remote e-voting, and are
otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.
3. The Members who have cast their vote by remote e-voting prior to the AGM may also attend / participate in the AGM through VC
but shall not be entitled to cast their vote again during the AGM.
4. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on that
cut-off date i.e., Thursday, 14 July 2022.
5. Any person who acquires shares and becomes a member of the Company after dispatch of the Notice and holding shares as of
the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already
registered with NSDL for remote e-voting then he / she can use his / her existing User ID and password for casting the vote.
Any queries or grievances in relation to the electronic voting may be addressed to Mr. Subramanian Narayan, Senior Vice President and
Company Secretary, at the registered office of the Company or may be e-mailed to [email protected].
The process and manner for remote e-voting are as under:
Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system
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Step 1 – Log-in to NSDL e-voting system by following the given below process:
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method

Individual Shareholders A. NSDL IDeAS facility
holding securities in demat If you are already registered for NSDL IDeAS facility,
mode with NSDL.
1. Please visit the e-Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under “IDeAS” section.
3. A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services.
4. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page.
5. Click on options available against company name or e-Voting service provider - NSDL and you
will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting
period or joining virtual meeting and voting during the meeting.
If you are not registered, for NSDL IDeAS facility, follow the below steps:
1. Option to register is available at https://eservices.nsdl.com.
2. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer or on a mobile.
4. Once the home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section.
5. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account
number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
6. After successful authentication, you will be redirected to NSDL Depository site wherein you
can see e-Voting page. Click on options available against company name or e-Voting service
provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the meeting.
7. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id and
holding securities in demat password. Option will be made available to reach e-Voting page without any further
mode with CDSL authentication.
2. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login
or https://web.cdslindia.com/easieasiest/EasiEasiestSL.aspx
3. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The
Menu will have links of e-Voting service provider i.e., NSDL. Click on NSDL to cast your vote.
4. If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
5. Alternatively, the user can directly access e-Voting page by providing demat Account Number
and PAN No. from www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile and Email as recorded in the demat Account. After successful
authentication, user will be provided links for the respective ESP i.e., NSDL where the e-Voting
is in progress.
Individual Shareholders 1. You can also login using the login credentials of your demat account through your Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their 2. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
depository participants be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can
see e-Voting feature.
7

3. Click on options available against company name or e-Voting service provider-NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting and voting during the meeting or click on “VC or OAVM” link
placed under “Join General Meeting” to join the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available
at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository
i.e., NSDL and CDSL is given below.
Login type Helpdesk details

Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL helpdesk by
demat mode with NSDL sending a request at [email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk
demat mode with CDSL by sending a request at [email protected] or contact at
022-23058738 or 022-23058542-43
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders
holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
4. Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing
IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
5. Your User ID details are given below :
Manner of holding shares i.e., Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID
is IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example, if your Beneficiary ID is 12************** then your user ID is
12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number registered with the company
Form. For example, if folio number is 001*** and EVEN is 101456 then user ID is
101456001***
6. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated
to you earlier. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on
your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a
.pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) In case you have not registered your e-mail ID, please follow steps mentioned below in process for those shareholders
whose email ids are not registered.
8

7. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option
available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning
your demat account number/folio number, your PAN, your name and your registered address etc.
8. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
10. Now, you will have to click on “Login” button.
11. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system by following the given below process.
1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the
General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
2. Now you are ready for e-Voting as the voting page opens.
3. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast
your vote and click on “Submit” and also “Confirm” when prompted.
4. Upon confirmation, the message “Vote cast successfully” will be displayed.
5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of
the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and
[email protected]
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such
an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for
Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30
or send a request to Ms. Sarita Mote, Asst. Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user ID and password and
registration of e-mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate
(front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to
[email protected] for obtaining the user ID and Password for the e-voting.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client
master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned
copy of Aadhar Card) to [email protected] for obtaining the user ID and Password for the e-voting.
3. Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and Password by proving the details
mentioned in Point (1) or (2) as the case may be.
4. Upon receipt and validation of the above documents, NSDL will send the user ID and password to the member.
5. Mr. S P Nagarajan (PCS No.4738) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a
fair and transparent manner.
9

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH VC ARE AS UNDER
Members will be able to attend the AGM through VC by Those Members who have registered themselves as a speaker will
using their remote e-voting login credentials and selecting only be allowed to express their views / ask questions during the
the EVEN for Company’s AGM (https://www.evoting.nsdl. AGM. The Company reserves the right to restrict the number of
com/). Members who do not have the User ID and Password speakers depending on the availability of time for the AGM.
for e-voting or have forgotten the User ID and Password may
retrieve the same by following the remote e-voting instructions Members are encouraged to join the Meeting through
mentioned in the Notice. Further, Members can also use the OTP laptops for better experience.
based login for logging into the e-voting system of NSDL.
Members will be required to allow camera and use Internet
Facility of joining the AGM through VC shall open 30 with a good speed to avoid any disturbance during the
minutes before the time scheduled for the AGM and will meeting. Ensure that the camera is properly positioned and
be available for Members on first come and first served focused at your eye level.
basis. Members are requested to join the meeting in advance of
Members may note that Participants Connecting from
time of commencement of meeting.
mobile devices or tablets or through laptop connecting
Members who would like to express their views or ask via Mobile Hotspots may experience Audio/Video loss due to
questions during the AGM may register themselves fluctuation in their respective network. It is therefore recommended
as a speaker shareholder by sending their request to to use stable wi-fi or LAN connection to mitigate any kind of
[email protected] from their registered e-mail ID by 16 July aforesaid glitches.
2022, 5:00 pm (IST). The speaker shareholders are requested
Even though there are no formal dress code for the
to quote their DP-ID and Client-ID (in case of shares held in
shareholders, to the extent that shareholders will
dematerialised form) or folio number (in case of shares held in
appear on VC, it is recommended that they be dressed
physical form), PAN and mobile number in the request being sent
in an attire appropriate for an in-person shareholders meeting or
through e-mail.
business casual attire as a minimum standard.
System requirements for better VC experience
Internet connection – broadband, wired or wireless (3G or 4G/LTE), with a speed of 5 Mbps or more
Minimum Supported Browser Versions:
Desktop: Mobile:
• CPU: Quad-Core Processor or Better • Chrome 65 on Android
• RAM: 4 Gigabytes • Firefox 52 on Android
• Chrome 65 or later on PC or Mac • Safari 11 or later for Web Only Conferences
• Firefox 52 or later on PC or Mac • Safari 12.0 and 12.1 for mixed Conferences at
• Safari 11 or later for Web Only Conferences H.264
• Safari 12.2 or later for Mixed Conferences at VP8 CIF • Safari 12.2 for mixed Conferences at VP8 CIF
• Internet Explorer – Not Supported • Internet Explorer – Not Supported
• Chrome 65 on Android
• Firefox 52 on Android
• Safari 11 or later for Web Only Conferences
• Safari 12.0 and 12.1 for mixed Conferences at H.264
• Safari 12.2 for mixed Conferences at VP8 CIF
• Internet Explorer – Not Supported
Helpline numbers: 1800-222-990 and 1800 22 44 30

Contact details of the NSDL official:
Ms. Sarita Mote, Assistant Manager,
National Securities Depository Limited,
4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, India.
Email Id: [email protected]; NSDL Contact Number: +91-22- 24994890
10

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
In conformity with provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts
relating to the special businesses mentioned in the accompanying Notice and should be taken as forming part of the Notice.
Item Nos.5 to 7:
Mr. Kabir Mathur (DIN: 08635072), Mr. Pankaj Sood (DIN: 05185378) and Ms. Courtney della Cava (DIN: 09380419) were appointed
as additional directors on the Board of the Company on 20 December 2021. In terms of Section 161 of the Companies Act, 2013, the
additional directors hold office till the ensuing Annual General Meeting. The Company has received Notices from members under Section
160 of the Companies Act, 2013, proposing the candidatures of the aforesaid persons to the office of directorship. Necessary resolutions
seeking approval of the members for their appointment are placed by means of ordinary resolutions.
Mr. Kabir Mathur is Head of Asia Pacific within the Private Equities Department of the Abu Dhabi Investment Authority (ADIA). He is
responsible for leading all aspects of ADIAs private equity activities in the Asia Pacific region and is a member of the Private Equity
Executive Committee. Prior to joining ADIA in 2018, Mr. Kabir Mathur worked at Kohlberg Kravis Roberts & Co (KKR) where he was
responsible for sourcing, executing and managing private equity investments in Asia. Mr. Kabir Mathur joined KKR in 2008, having
previously worked at TPG Capital, also in their Asian private equity business. Mr. Kabir Mathur began his career in the Investment
Banking division of Citigroup/Salomon Smith Barney. Mr. Kabir Mathur graduated from the London School of Economics and Political
Science with a BSc (Hons.) in Economics.
Mr. Pankaj Sood heads the Private Equity (Direct Investments) business of GIC Singapore (“GIC”) in India and Africa. He joined GIC
in 2010 and is based out of Mumbai office. He currently serves as Non-executive Director of Bandhan Financial Holdings Limited and
Bandhan Financial Services Limited. He has over 23 years of experience in private equity and M&A transactions in India. Prior to GIC,
Mr. Pankaj Sood was an investment banker in India in Kotak Investment Bank, Ernst & Young and SBI Capital Markets. Mr. Pankaj Sood
is a post-graduate from Indian Institute of Management Calcutta (1999) and has a bachelor’s degree in Chemical Engineering from Indian
Institute of Technology Kharagpur (1996).
Ms. Courtney della Cava is a Senior Managing Director and Global Head of Portfolio Talent & Leadership. Before joining Blackstone in
2021, she served as a Partner at Bain & Company in its Leadership and Talent/Organization practice. With 20 years of global management
consulting experience at Bain & Company across multiple sectors and geographies, Ms. Courtney della Cava most recently advised
corporate and private equity clients on CEO succession, CEO and board effectiveness and broader organizational talent strategies and
solutions, and she also built and led several of the firm’s global human capital teams and capabilities. She also served as a Partner and
Managing Director for Russell Reynolds Associates, a global executive search and talent assessment firm, and European Marketing
Director for M&M Mars. Earlier, she held product and marketing roles with Toyota/Lexus and began her career at WPP/Hill and Knowlton.
Ms. Courtney della Cava earned an MBA from The Wharton School of the University of Pennsylvania and graduated from The University
of California, Los Angeles, with a B.A. in Economics.
The qualification, areas of expertise and other details of the above directors are detailed in the Notice of the meeting besides brief profiles
being available in the Annual Report 2022 and on the website of the Company at www.mphasis.com. The details of attendance of the
above directors at the board meetings are detailed in the Annual Report 2022. No remuneration is paid to the aforesaid directors. The
above directors do not hold any shares in the Company.
Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, after considering their skills
and expertise, recommends the appointment of Mr. Kabir Mathur, Mr. Pankaj Sood and Ms. Courtney della Cava for approval of the
members by means of ordinary resolutions. As the approval of members is required to be obtained following the appointment, the Board
has considered these items as unavoidable in terms of general circular issued by Ministry of Corporate Affairs (MCA) dated 5 May 2020.
Mr. Kabir Mathur, Mr. Pankaj Sood and Ms. Courtney della Cava are interested in the above resolution to the extent of their appointment.
None of the other directors and Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed
resolutions.
Item No.8:
The Board of Directors of the Company, on 20 December 2021, subject to approval of the members of the Company, appointed
Ms. Maureen Anne Erasmus as an additional director of the Company, in the capacity of Independent Director, in terms of Sections 161
and 149 of the Companies Act, 2013, for a period of five consecutive years effective 20 December 2021, who shall not be liable to retire
by rotation.
Pursuant to the Section 161 of the Companies Act, 2013, the Independent Director shall hold office up to the date of the ensuing Annual
General Meeting. However, the Company has received a notice in writing from a member under Section 160 of the Act, proposing the
candidature of Ms. Maureen Anne Erasmus for the office of Independent Director of the Company, to be appointed as such under
Sections 149 and 152 of the Companies Act, 2013.
11

Ms. Maureen Anne Erasmus has extensive experience in financial services including capital markets and banking having worked across
developed and emerging markets for more than 35 years. Until 2017, she was a partner at Bain and Company Inc. (London), where she
led major assignments across Europe, Middle East and Africa on corporate and investment banking turnaround strategies. Prior to this,
she held senior executive roles at Merrill Lynch in London and New York. Ms. Maureen Anne Erasmus was also a non- executive Director
of Standard Bank Group and Standard Bank South Africa boards. Currently, Ms. Maureen Anne Erasmus is a non-executive director on
three other corporate boards, namely Credit Suisse, UK (Chair), Mizuho International (Senior Independent Director) and Vanguard, UK,
(Chair of Risk & Compliance and Remuneration). She also serves on two not-for-profit boards, specifically as a non-executive director on
the board of PSI Global Healthcare, USA and she is also member of Global Advisory Board of African Leadership Institute. Ms. Maureen
Anne Erasmus is a graduate of the University of Cape Town. The qualification, areas of expertise and other details of Ms. Erasmus is
detailed in the Notice of the meeting besides brief profile being available in the Annual Report 2022 and the website of the Company at
www.mphasis.com.
Ms. Maureen Anne Erasmus is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013
and has given her consent to act as a Director. The Company has also received declaration that she meets the criteria of independence
as prescribed under Section 149(6) of the Companies Act 2013. In the opinion of the Board, Ms. Maureen Anne Erasmus fulfils the
conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director. The details
of remuneration paid to Ms. Maureen Anne Erasmus for the year ended 31 March 2022 are detailed in the Corporate Governance Report
forming part of Annual Report 2022.
Considering Ms. Maureen Anne Erasmus experience of over 35 years as a reputed and internationally experienced leader from the
financial services industry coupled with her track record of implementing turnaround strategies, the Board of Directors is of the opinion
that it would be in the interest of the Company to appoint Ms. Maureen Anne Erasmus as an Independent Director for a period of five
years with effect from 20 December 2021 to 19 December 2026.
As per the Board diversity policy of the Company, a director including an independent director shall be required to possess appropriate
skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, supply chain, administration,
research, corporate governance, operations or other disciplines related to the company’s business. An Independent Director shall also
be considered against the guidelines, duties, roles and functions set out in the Independent Directors Charter as per Schedule IV to the
Companies Act, 2013. The Board skill matrix encompasses, Technology, Global Experience / Domain Expertise, Strategy, Functional
and managerial experience, Financial, Governance, Risk and Compliance and Leadership. As against the defined matrix, Ms. Erasmus
possess skills in Global experience / Domain expertise, Strategy, Functional and managerial experience, Financial, Governance, Risk
and Compliance and Leadership. As the approval of members is required to be obtained following the appointment, the Board has
considered this item as unavoidable in terms of general circular issued by Ministry of Corporate Affairs (MCA) dated 5 May 2020.
Copy of the letter for appointment of Ms. Maureen Anne Erasmus setting out the terms and conditions will be available for inspection by
the members electronically through “share screen” mode on all working days during business hours till the date of this Annual General
Meeting and the same shall also be available for inspection of the members electronically during the Annual General Meeting. Members
intending to inspect the document may write to [email protected]. The Nomination and Remuneration Committee and the Board
recommends the appointment by means of a special resolution.
Interest of Directors and Key Managerial Personnel:

The Independent Director, Ms. Maureen Anne Erasmus, is interested in the above resolution to the extent of her appointment. None of
the other Directors and Key Managerial Personnel of the Company and their relatives are interested in the above resolution.
By order of the Board

For Mphasis Limited
Bengaluru SUBRAMANIAN NARAYAN

28 April 2022 SVP and Company Secretary
Registered Office:
Doddanakhundi Village, Mahadevapura, Bengaluru 560048;
CIN: L30007KA1992PLC025294; Telephone: 080 - 6750 1000;
Website: www.mphasis.com; e-mail: [email protected]
12
Continued Growth with Multi-faceted Excellence 2
Accelerating @ the Speed of Clients 4
Mergers, Acquisitions and Joint Ventures 6
Collaborative and Strategic Partnerships 7
Hi-Tech, Hi-Touch, Hi-Trust Work Culture 8
Inclusive and Sustainable Growth 10
Driving Equitable Development 11
Validating Excellence 12
Key Operating Metrics 14
Board of Directors 16
Management Discussion and Analysis of Risks and Concerns 17
Independent Auditors' Report on Consolidated Financial Statements 23
Consolidated Balance Sheet 31
Consolidated Statement of Profit and Loss 33
Consolidated Statement of Changes in Equity 34
Consolidated Statement of Cash Flows 36
Notes to the Consolidated Financial Statements 38
Management Discussion and Analysis of Financial Condition and Results of Operations 90
Directors’ Profile 95
Board’s Report 99
Corporate Governance 127
Independent Auditors' Report on Standalone Financial Statements 151
Standalone Balance Sheet 161
Standalone Statement of Profit and Loss 163
Standalone Statement of Changes in Equity 164
Standalone Statement of Cash Flows 166
Notes to the Standalone Financial Statements 168
Group Office Locations 214

MANAGEMENT DISCUSSION AND ANALYSIS OF RISKS AND CONCERNS

The world was the victim of wave 2 of the pandemic at the start of FY22. Disruption of supply chain and economic activity across
the spectrum marked wave 2. This brought new fears of prolonged lock downs, travel restrictions, recession, etc. While the situation
remained grim during the first quarter of fiscal year, things started improving in the following months albeit the threat of pandemic
continued. Despite all these disruptions caused by the pandemic and its effect on the global economy and the concomitant uncertainties
it brought to entrepreneurial activities, your Company continued to show tremendous resilience in executing its business plans. The
experience from the previous year’s pandemic and the years of learning from managing risks helped your Company to swiftly adapt to
the changing needs of the business environment.
The risk management program of your Company which started with ‘Protection’ as the focus moved to ‘Protect and Enable business’
and focused more on building a resilient Company. Analysis showed that in addition to being resilient, the Company has also become
Anti-fragile – addressing issues around Uncertainty, Volatility and Complexity. While being strongly resilient helped the company to
bounce back quickly when faced with a crisis, ‘Anti-fragility’ built over the last 2 years added the required capabilities for ‘confident and
positive risk taking’ – take risks in a calculated manner and approach risk as an opportunity for growth and success by managing it,
rather than merely viewing risk in the context of possible loss. These capabilities enable companies to improve their strategic decision
making process in an otherwise opaque environment and enhance the operational performance in addition to providing strong assurance
on protection and compliance.
The following paragraphs provide a view of how risk is managed at Mphasis and the status of the important enterprise level risks.
Your Company has implemented an Enterprise Risk Management (ERM) program, benchmarked to COSO ERM framework, adhering to
the ISO 31000 Risk Management Standard, and complying with the Indian Companies Act, 2013 / Companies (Amendment) Act, 2019
and SEBI directives.
The ERM program is aligned to the business strategy of the Company and helps to proactively identify, assess, mitigate, monitor and
report risks across the enterprise that have the potential to prevent the Company from achieving its business objectives. Broadly,
enterprise risks are classified and managed under the following categories:
I. Strategy Risks - These have the potential to impact the entity’s mission which arises out of strategic decisions and IT Investments,
resource allocation, delivery models, geographical expansion and other activities. These risks are generally non-routine in nature
and have high impact on the Company.
II. Operational Risks - These have the potential to impact the efficiency and effectiveness of the business operations.
III. Cyber and Privacy Risks - These have the potential to adversely impact security of information assets and information processing
systems and have assumed paramount importance in the current business environment as the cyber threats have continued to
grow both in terms of numbers and in sophistication.
IV. Financial and Reporting Risks - These have the potential to adversely impact the profitability of the Company. These also have
the potential to impact the statutory financial statements and transmission of timely and accurate information to stakeholders.
V. Compliance Risks - These have the potential to expose the Company to regulatory, statutory, and legal risks.
To provide the appropriate Governance and Oversight, given the criticality of risk management, and to comply with the regulatory
requirements, the Company has formed a Risk Governance and Management Committee (RGMC) comprising of Board Members and
company executives to assist the Board in discharging its risk oversight responsibilities. This committee reviews the details of Risk
Assessments undertaken by the management.
At the management level, the Mphasis Risk Management Committee (MRMC) chaired by the CEO, provides the required oversight
for the ERM program and monitors the progress on various identified enterprise risks and periodically reviews the mitigation efforts.
MRMC comprises of 6 Company executive members and met 8 times during the year ended 31 March 2022. There is a dedicated risk
management function headed by Chief Risk Officer to coordinate all risk related activities across the enterprise and who periodically
reports status on enterprise risks to the Board/RGMC/Audit Committee/MRMC.
During the year, ERM annual risk refresh program was conducted to revalidate and identify new risks which has resulted in increased
rigor in monitoring the identified risks. 13 new Key Risk Indicators (KRIs) have been added considering the increase in risk in 5 risk areas
/ domains.
Risk Intelligence: Pursuant to our larger goal of making Mphasis a Risk Intelligent Organization, this program aims to spot the ‘Black
Swans’ and manage ‘Gray Rhinos’ (external risks) in the horizon and manage them proactively. Using inputs from PESTLE/GRIC (Global,
Regional, Industry and Client) analysis, it complements the ERM program and provides a snapshot of external global events that are likely
to have an impact on the Company enabling the management to take informed and timely decision.
Some of the important enterprise risks/concerns specific to the Company and steps taken by the Company to mitigate these risks are
given below:
17

Volatile global political and economic situation
The Company derives considerable portion of its revenue from client’s discretionary spending which is linked to their business outlook.
Political disruptions or volatile economic conditions due to geopolitical tensions, sanctions, trade war, uncertainty, etc. impact business
globally, potentially resulting in reduced spending by our clients and prospects, restricting our revenue growth opportunities.
Mphasis is proactively partnering with the clients and prospects in their re-evaluation of geo-diversity and workload distribution plans for
business continuity. Management is proactively engaging with various governments on building a pathway for technology employment
generation and wherever possible, negotiating offshoring and near-shoring opportunities.
Sustainability Risks – Climate Change and Environmental aspects

Mphasis is committed to environment friendly and sustainable business growth model and has developed frameworks compliant to
global standards. Management is focused on achieving its commitments towards ESG programs – be it in terms of reduction of non-
renewable energy consumption, water management, waste management or greenhouse gas emission reduction.
To resolve global environmental concerns such as climate change and global warming, we have built a range of policies and initiatives.
We recognize our obligation to the natural world and are committed to reducing the environmental effects of our operations. Our
Environmental Health and Safety policy addresses the concerns relating to enhancing sustainability initiatives to reduce the Company’s
carbon footprint, optimize energy consumption, strive to prevent / minimize pollution, educate the suppliers on environmental standards
and continuously improve on environmental performance indicators.
All said, changing weather and seasonal diseases, epidemics and pandemics pose threat to human safety and business disruption. As
Mphasis has operations globally with its employees wide-spread, the sustainability risks may potentially impact employee safety and
well-being, delivery and the safety of Mphasis stakeholders resulting in business disruption.
The Company has a strong and well tested Business Continuity Program in place to ensure the commitments to our stakeholders are
met even during testing times.
Strategy Risks
Concentration Risk
Client Concentration Risk: This risk arises when a higher percentage of revenue is received from very few clients. The Company has
addressed this risk by focusing on growing many other clients across geographies which has helped to mitigate this risk. The Company
also monitors concentration risk within the Direct Core business and ensures that this is mitigated. Several other initiatives have also
been implemented to de-risk the Company from these risks which includes, programs to develop high stickiness with existing clients,
closely monitor the client satisfaction (CSAT) score of the top clients, grow wallet share of other existing clients and acquisition of new
logos.
Geographical Concentration Risk: This risk was identified for mitigation, as a high percentage of our revenues came from North America.
To ensure this risk is mitigated, the Company has implemented plans to grow other regions such as Canada, Europe, Australia and
other emerging geographies. The Company has taken several measures during the year and focused efforts on the growth of these
geographies. New offices have been set up in countries like Argentina, Saudi Arabia, etc. and significant investments have been made in
augmenting salesforce - MU and DU leaders targeting customized portfolio for each geography.
Risk of Capability Obsolescence

Continued growth and success of the Company depends upon its ability to cater to growing technology and business demands of
clients. To ensure consistent and competitive growth, your Company initiated a Tribe model GTM strategy in 2019.
This Tribe model was created to bring the right tech capabilities across the company to stitch together the most appropriate IT and
business solutions for our global clients. Called the ‘Power of Eight’ the Tribe 2.0 comprised of
1. Modernization 5. Nextops
2. XaaP 6. Cyber Security
3. Next Gen Data 7. Nextgen IT Ops
4. DevOps 8. Experience
The Tribe model is flexible, and, based on client demand, market trends and the impact on creating strategic partnership opportunities,
Tribes 2.0 was launched, focusing on areas of Experience, Next Ops and Next Gen IT Ops. In the last 18 months, these tribes have been
constantly evolving to equip us better for higher order large deal motions across both Company’s strategic and NCA accounts, helping
the Company win large deals. Some of these higher order plays that have been enabled by our tribes are : Zero Cost Transformation,
Cost Take Out, Platformization, Tech Ops and Data Driven DevOps, Comprehensive Cyber Security Solutions including Nextgen Security
Ops Center, etc. As a result of this, we have also seen accelerated growth across Company’s business channels with more than 75%
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of the revenue coming from our New Gen offerings while at the same time mitigating risk of capability obsolescence. In addition, your
Company has invested in Next Labs the research and development arm of the Company, which helps to incubate new technology
solutions based on AI/ML, Quantum Computing etc. also mitigating the risk of obsolescence. Your Company also developed the world
class Talent Next program, which is a fulsome on-demand training platform. Talent Next makes technology skill training available in a
systematic and planned manner balancing market demand for tech skills and an individual employee’s career aspirations. The Company
has continued to win more new-gen services as compared to the traditional.
Profitability risk:
During this period while your Company registered exponential growth and won large deals. There was pricing pressure from the global
clients due to the impact of the pandemic. To surmount this risk the company implemented several cost optimization programs through
the year ensuring that it doesn’t impact business targets and balancing with long-term profitability. Some of the important measures
include value-based pricing of deals, pyramid management of human resource by inducting more freshers, and increased rigor in
solutions risk reviews.
Operational Risks
Covid-19 Specific Risks

Considering the way in which the pandemic is impacting global business, your Company adopted ‘The Tree (pandemic) and the Forest
(interconnected risks) approach’ to manage risks in the New Normal. This is helping the Company manage both the domino effect as well
as ripple effects of pandemic. While the disruptive impact of pandemic on global operations has been brought to negligible levels, new
risks related to people continue to be high and are addressed by appropriate measures. Management has seized strategic opportunities
provided by the pandemic which are helping to grow the business by creating opportunities to reimagine and reinvent our approach to
delivering client services Faster, Better and Cheaper.
Your Company continues to tread with caution as far as the pandemic and related risks are concerned. It continues to take all possible
employee related health and safety measures adhering to governments guidelines and industry best practices.
Risk of Attrition
Being a global IT service provider, human resource plays an important and critical role in a company’s success. Your employees continue
to remain the critical differentiators and loss of these critical resources will pose risk to the Company in the ability to deliver on contractual
commitments.
Although the pandemic had adverse impacts across the spectrum, it catalyzed the adoption of tech across all industries resulting into
exponential demand for IT services. However, this huge growth meant huge global demand for IT resources which in turn has increased
the risk of attrition as every IT company became laser focused on the hiring of resources.
Your Company has taken several measures to ensure that this risk is adequately managed. Various initiatives have been rolled out to
identify critical talents across the company and to reduce attrition. Assessing risk by categorizing employees into Critical Risk, High Risk
and Low Risk profiles and providing mitigation plans like role / project change, onsite assignments, salary increases, and promotions
have helped in maintaining the right workforce. Your Company also ensures that HR interventions such as employee engagement, job
enrichment and job rotations are used to retain critical employee talent. Over and above this, skill enhancement, building special interest
professional groups, internal job postings and rewards and recognition through various platforms are other initiatives taken by the
Company to mitigate this risk. Talent Next, the flagship talent management program continues to focus on up-skilling and cross-skilling
the Company’s workforce on next-gen skills technologies. It helps in workforce development and effective deployment of a certified pool.
Risk of adverse impact to topline and bottom line due to scarcity of trained IT professionals
The pandemic which had adverse impact on the global economy, provided a positive impetus to the demand of IT and Digital Services,
which in turn, brought huge demand for trained IT Services professionals across the globe. This spurt in demand for Human Resource
has brought a demand – supply mismatch in the market and has the potential to impact both topline and bottom line.
Contract Management Risk

This was identified as an important risk, as contractual terms legally bind the Company and can adversely affect it in many ways. To
ensure that the terms of engagement are not vague, unachievable representations are not made and implementation is possible, a robust
function has been created with adequate checks and balances to ensure that this risk is well mitigated. The Company has put in place a
robust contract management system, ensuring legal and financial compliance, tracks implementation of contract clauses and manages
commercial risks effectively.
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Solution risk review and monthly project review are some of the important processes that have helped the Company to ensure that all
proposals are commensurate with our competencies and any SLAs are properly identified and adhered to, and the scope of projects are
clearly documented without ambiguity.
Your Company has implemented a contract management tool that helps in automating the process from initiation through award,
compliance, and renewal.
Risk of not meeting Service Level Agreements

A subset of the above risk is the risk of not meeting Service Level Agreements (SLA) made by the Company with its clients. To manage this
risk the Company has implemented comprehensive programs to ensure compliance with contractual commitments both quantitatively
and qualitatively. The program includes the entire lifecycle of SLA management from identification, monitoring delivery of SLAs and
reporting them to the right stakeholders.
Risk of Key Client Loss

Today’s market is one of compelling competitiveness. Winning new clients is difficult but retaining them may be equally or even more
challenging, as clients are continuously bombarded with options. Unless one can consistently delight the client, there is always the risk
of losing them to competition. The Company has recognized this and has put in place proactive mechanisms to gauge the levels of client
satisfaction from various perspectives, including, satisfaction of client with the present work, growth of the account and innovative and
cost-effective solutions offered by the Company. Delivery Excellence oversees startup rigor for all new transitions to ensure effectiveness
of knowledge transfer, shadow and readiness for cut-off. The CSAT surveys are conducted regularly by an independent team and scores
are monitored closely by the Management Risk Management Committee and reported to the Risk Governance Management Committee/
Audit Committee of the Board.
Risk of Fraud
To foster an ethical climate devoid of misconduct at all levels, the Company has implemented a comprehensive Fraud Risk Management
System consisting of policies and procedures that provide direction for ensuring antifraud mechanisms as a part of the fabric of the
organization. In addition, the Company through various governance structures, such as internal audits, whistle blower mechanisms and
an independent investigation team has built a strong framework to detect and mitigate fraud risk. The Company has spent significant
time and effort in promoting Fraud Risk Awareness to ensure that the Company has a workforce which is aware of the right conduct and
can prevent and detect frauds.
As a global Company, we must comply with applicable country specific regulations such as Foreign Corrupt Practices Act in the USA
and the UK Anti-Bribery Act. The Company has established appropriate mechanisms to ensure compliance to these laws, including
guidelines and training. Necessary amendments to the policy structure have been made during the year to ensure control rigor.
Financial and Reporting Risks

To ensure that this risk is addressed adequately, a separate function is established to oversee and ensure all regulatory compliances. This
function, in coordination with other functions, ensures that the compliances are executed as per the requirements of the applicable laws
and regulations, ensures that the Financial Statements are duly audited by the statutory auditors and is reported in a timely manner to
the applicable regulatory authorities. In addition, the Company has engaged an external independent audit firm for undertaking internal
audits which reports to the Audit Committee. Your Company has implemented the mandatory Internal Financial Control (IFC) framework
which mitigates several such financial and reporting risks
Currency Risks
Mphasis uses multiple billing currencies including USD, Euro, GBP, etc. and adverse movements in these currency rates may impact
the Company’s profitability.
Mphasis follows a well-established hedging policy, which is undertaken to protect it from the unfavorable currency movements.
Supply Chain Disruptions

The onset of COVID-19 led to spike in tech inventory demand globally. The trade tensions with China and the resultant supply chain
disruptions caused shortages of chips, impacting supply of computing devices such as laptops, desktops, servers, etc. Unavailability of
required computing devices at the right time could adversely impact the ability of Mphasis to deliver on its commitments to stakeholders.
Management proactively undertook various measures to mitigate the risk / minimize the impact, including, consolidating demand, and
placing advance orders, maintaining an optimal buffer stock, renting of computing devices on a need basis, extending the usage
of assets and proactively engaging at leadership level with suppliers. Through these proactive actions the Company has effectively
managed the risk without any business impact.
20

Cyber and Privacy Risks
Data and Information Security Risk

Information and cyber security threats are growing in type and magnitude and the Company is exposed to different kinds of risks related
to information assets and data breaches. These threats have become highly sophisticated and with the involvement of professional
Cyber Criminals and Nation States this threat has increased in the recent months. Successfully managing such threats demands high
end technology and processes. To mitigate these risks, the Company has implemented several measures including robust IT security
frameworks, a Cyber Security Strategy and is also certified on ISO 27001. This is an international Information Security Management
System (ISMS) standard. This certification provides a reasonable assurance to all concerned stakeholders that the Company has
implemented adequate data protection and information security measures. The Company implemented certain highly sophisticated
technology security solutions to deftly ward off the threat of data breaches and cyber-attacks. Considering that some of our BPO projects
process credit card data, the Company undertook a special certification for being PCI DSS compliant (Payment Card Industry Data
Security Standard - a global standard). To provide high order of assurance to clients, the Company undergoes SOC 1 Type 2 and SOC
2 Type 2 audits annually which are undertaken by an independent third-party auditor. In addition to the above measures your Company
also hires services of professionals to test the Cyber Preparedness in the form of Red Team Assessments, mock attacks to identify gaps
and mitigate them. Despite several major global cyber incidents, the Company did not face any cyber incidents that impacted business
operations during this period because of the measures we have taken.
Mphasis Cyber Security strategy which was developed in 2016-17 delivered on its objectives (risk reduction, enable business & brand
protection). A comprehensive review of the same was undertaken during FY22 considering exponential growth of cyber threats, highly
sophisticated attacks and increasing regulatory scrutiny with inputs from clients, shareholders, governmental agencies and our own
internal risk assessments and has been recalibrated to support the business for the next 2-3 years. A roadmap of initiatives has been
developed with clear milestones covering people, process, technology to ensure achievement of cyber security objectives.
As people remain a constant security vulnerability, in part because of social engineering attacks, your Company has created a new
function to drive employee security awareness and leveraging technology solutions in addition to traditional programs ensure we have
the appropriate security culture within the organization. This function has started yielding results.
Continuity and Disaster Recovery Risk

Increased disruptions due to manmade and natural calamities pose a risk to the enterprise Information Technology infrastructure and
in turn to business operations. Recovery and availability of enterprise applications and infrastructure, post any such disruptions, have
become critical for uninterrupted service delivery. In addition to implementing Disaster Recovery for the identified critical enterprise
applications, the Company is certified on ISO 22301 which is an international standard for Business Continuity Management System
(BCMS) and provides reasonable assurance of continuity of service to clients. The Company has been able to deliver services despite
several city level disruptions due to manmade and natural calamities during last year.
Privacy Risk Management

Protection of personal information is becoming a major issue for clients and regulatory authorities have stepped up their oversight on
same. Governments across the globe are enacting stringent privacy laws and the Company is exposed to the risk of privacy breaches,
penalties and lawsuits as the nature of the Company’s operation involves handling and processing such personal information. To
mitigate this risk, the Company has implemented a Privacy Risk Management Framework to ensure that the Company complies with
the relevant privacy law requirements. The Company has implemented measures to comply with stringent requirements of General Data
Protection Regulation (GDPR) and all other applicable privacy regulations. These measures are periodically audited and reported to the
Audit Committee of the Board. To ensure compliance to GDPR and other global privacy laws such as CCPA, Australian Data Privacy
Regulations, etc. the company has rolled out a tool during the year for Privacy Risk Assessment. The new California Consumer Privacy
Act (CCPA) has come in effect since Jan 2020 and your Company has taken steps to comply with it.
Compliance Risks
Non-compliance with statutory requirements
The Company has a presence across multiple jurisdictions, and therefore is subject to a diverse set of legislation. As a result, there is
a risk of non-compliance or delay in compliance with statutory and regulatory requirements. The Company uses enterprise and global
legal compliance tools to track compliance across jurisdictions. The Company also uses services of professional consultants to ensure
compliance with domestic and overseas laws and regulations. The Company has implemented processes to ensure internal stakeholders
of the Company are aware of statutory requirements and maintain required evidence to demonstrate that due care has been taken by
the Company to ensure compliance.
21

New Labor Codes (India-2021): These changes were expected to be notified by Government of India with effect from 1 April 2021.
This is likely to result in increased employer cost & impact on P&L/ margins, higher cost of social security & other benefits (PF, gratuity,
leave encashment, bonus), higher cost of sub-contractors and reduced settlement timelines for separated employees. A detailed study
is being undertaken by the Company to understand the scope of changes, actions to be taken to comply and t financial impact of same.
Risk of non-compliance to sanctions regulations

The Company has implemented a comprehensive Trade Sanctions Compliance framework to ensure compliance with sanctions
regulations. The Company has established a ‘screening’ protocol for all vendors and clients to ensure that the Company does not deal
with sanctioned, individuals, groups, entities or countries.
Different countries periodically announce sanctions regulations and non-compliance to such sanctions can lead to serious risks and
penalties.
Non-Compliance with Immigration Laws

Being in a human resource intensive industry, movement of human resources to various countries for execution of client projects is a
necessity. Changes to visa regimes in countries where the Company is operating, including, in the form of increased scrutiny or rejections
of visa request, poses a risk of increased cost of the operations. The Company has put in place several measures such as local campus
hiring, offshoring of onsite work and rework rate cards where possible with clients to reduce the impact on margins.
The industry has also seen increased scrutiny by various governments for non-compliance with immigration laws and have levied
penalties on non-compliant companies. The Company is equipped with the expertise to handle the complex immigration laws in the
relevant countries and has processes to ensure compliance. In addition to an internal team with the right expertise, the Company
has enlisted external consultants, wherever necessary, to ensure proper compliance with these laws. Periodic immigration compliance
reviews, audits, training, and awareness programs are facilitated to ensure compliance with immigration requirements.
Intellectual Property (IP) Violation

IP is one of the factors that can act as a multiplier in a company’s valuation, provides competitive edge, create efficiencies through
innovation and increases profitability. On the other hand, infringement of patents, trademarks, copyrights, and other intellectual property
can lead to costly litigation and damages. Any violation in this space will negatively impact the Company’s reputation, brand and can
create legal exposure. The Company has put in place mechanisms to detect and mitigate any infringement of IP rights. To ensure this the
Company has implemented technology-based solutions and has taken several steps to hone the awareness level of the employees to
ensure that the Company’s IP is well guarded. Mandatory trainings, knowledge sharing sessions and discussions on best practices are
conducted to ensure that this risk is well mitigated.
The Company has also implemented an enterprise-wide Open-Source Software (OSS) Policy and conducted training, with the objective
to provide governance around harnessing the OSS regime and ensure compliance with OSS Licenses and client contracts.
22
INDEPENDENT AUDITORS’ REPORT

To the Members of Mphasis Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Mphasis Limited (hereinafter referred to as “the Holding Company”) and its
subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the consolidated balance sheet
as at 31 March 2022, the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of
changes in equity, consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March
2022, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the
year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of
our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of
the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
Accounting for Business Combinations

See note 6(a) to the consolidated financial statements
The key audit matter How the matter was addressed in our audit
During the current year, the Group completed a business Our audit procedures on accounting for business combinations
combination. include the following:
Accounting for Business Combinations requires judgement with • Evaluated the design, implementation and operating
respect to identification and valuation of identifiable intangible effectiveness of the internal controls relating to accounting
assets acquired as part of the business combination. A significant for business combinations and related disclosures in the
portion of the purchase price has been attributed to identified consolidated financial statements.
intangible assets and goodwill. The valuation of identified
• Evaluated if the cash flow forecasts with regard to the
intangible assets are dependent on cash flow forecasts including
valuation of the identified intangible assets are reasonable,
future business growth, expected synergies and application of a
considering the historical financial performance, business
discount rate, which are inherently subjective.
growth and expected synergies.
• We along with our valuation specialists, evaluated the
reasonableness of the methodology and key assumptions
used by the Group and the valuer engaged by the Group to
value each intangible asset and goodwill.
• Re-computed the deferred tax liabilities arising on the
acquired intangible assets and verified if the applicable tax
rates have been considered.
• Evaluated the adequacy and accuracy of the disclosures in
the consolidated financial statements.
23
INDEPENDENT AUDITORS’ REPORT (CONTINUED)

Key Audit Matters (continued)
Evaluation of tax positions
See note 32(a) to the consolidated financial statements
The Group’s operations in India are subject to periodic Our audit procedures on taxation include the following:
challenges by local tax authorities on a range of tax matters • Obtained an understanding of key tax litigations and potential
during the normal course of business including direct tax and tax exposures.
transfer pricing matters. Estimating the income tax expense also • Evaluated the design, implementation and operating
requires the Group to determine the probability of tax authorities effectiveness of the internal controls relating to management’s
accepting a particular tax treatment for potential tax exposures. assessment of the possible outcome of tax litigations, potential
These involve significant judgment by the Group to determine tax exposures and related disclosures in the consolidated
the possible outcome of the tax litigations and potential tax financial statements
exposures, consequently having an impact on related accounting
• The audit team, along with our internal tax experts:
and disclosures in the consolidated financial statements.
• read and analyzed select key correspondences and
consultations carried out by the Group including with
external tax experts for key tax litigations and potential tax
exposures.
• inquired with the Group and external tax experts to evaluate
key assumptions and grounds of appeal considered by the
Group in estimating the current tax balances.
• evaluated the status of the recent tax assessments /
inquiries, results of previous tax assessments, legal
precedence / judicial rulings and changes in the tax
environment. This is performed to assess and challenge
the Group’s estimate of the possible outcome of key tax
litigations and potential tax exposures.
• assessed and tested the adequacy and accuracy of the
presentation and disclosures in the consolidated financial
statements.
Impairment of Goodwill
See note 5 to the consolidated financial statements
Goodwill is a significant item on the balance sheet and the Group Our audit procedures on testing for goodwill impairment includes
performs impairment testing for goodwill annually. the following:
In performing such impairment assessments, the Group compares • Evaluated the design, implementation and operating
the carrying value of each of the identifiable cash generating effectiveness of the processes and internal controls relating
units (“CGUs”) to which goodwill has been allocated with their to impairment of non-financial assets including goodwill and
respective “value in use” (VIU). The VIU is computed based on related disclosures in the consolidated financial statements.
the discounted cash flow method and is used to determine if any • Evaluated the Group’s identification of CGU’s, the carrying
impairment loss should be recognized. value of each CGU and the methodology followed by the
The discounted cash flow method involves estimating future Group for the impairment assessment in compliance with the
cash flows, growth rates, operating margins and discount rates applicable accounting standards.
which require significant judgement by the Group. • Evaluated the basis of key assumptions included in the cash
flow forecasts used in computing VIU of each CGU. This
includes assumptions such as growth rates, operating margins
and discount rates with reference to our understanding of
their business and historical trends.
• Engaged our valuation specialists to evaluate the
appropriateness of the methodology used to compute the
value in use of the CGU and the key underlying assumptions.
• Assessed the sensitivity of the outcome of the impairment
assessment to a reasonably possible change in key
assumptions such as growth rates, operating margins and
discount rates.
• Evaluated adequacy and accuracy of the disclosures in the
consolidated financial statements.
24

Other Information
The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Holding Company’s Annual Report, but does not include the financial statements and our report thereon.
The Holding Company’s Annual Report is expected to be made available to us after the date of this auditors’ report.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Holding Company’s Annual Report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and
regulations.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s management and Board of Directors are responsible for the preparation and presentation of these consolidated
financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated
profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group,
in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act. The respective management and Board of Directors of the Companies included in the Group are responsible
for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each
Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the 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 financial statements 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 financial
statements by the management and Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective management and Board of Directors of the companies included in
the Group are responsible for assessing the ability of each Company 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 intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Companies included in the Group are responsible for overseeing the financial reporting process
of each Company.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements 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 financial statements.
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 financial statements, 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. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to the consolidated financial statements in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management and Board of Directors.
• Conclude on the appropriateness of the management and Board of Directors’ use of the going concern basis of accounting in
preparation of consolidated financial statements 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
25

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (continued)
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated
financial statements 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 to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
financial statements 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.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in
our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of
Section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. (A) As required by section 143(3) of the Act, based on our audit, we report to the extent applicable that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the
consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2022 taken
on record by the Board of Directors of the Holding Company and on the basis of written representations received by the
management from directors of its subsidiaries which are incorporated in India, as on 31 March 2022, none of the directors of
the Group companies incorporated in India is disqualified as on 31 March 2022 from being appointed as a director in terms
of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to the consolidated financial statements of the
Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer
to our separate report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The consolidated financial statements disclose the impact of pending litigations as at 31 March 2022 on the consolidated
financial position of the Group. Refer note 32 to the consolidated financial statements.
b) The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.
c) There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company or
its subsidiary companies incorporated in India during the year ended 31 March 2022.
26

Report on Other Legal and Regulatory Requirements (continued)
d) (i) The respective Managements of the Holding Company and its subsidiaries incorporated in India whose financial
statements/ financial information have been audited under the Act have represented to us that, to the best of their
knowledge and belief, other than as disclosed in note 43 to the accounts, no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding
Company or any of its subsidiaries incorporated in India, to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or
on behalf of the Holding Company or any of its subsidiaries incorporated in India or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.
(ii) The respective Managements of the Holding Company and its subsidiaries incorporated in India whose financial
statements/ financial information have been audited under the Act have represented to us that, to the best of their
knowledge and belief, as disclosed in note 43 to the accounts, no funds have been received by the Holding Company or
any of its subsidiaries incorporated in India, from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of its subsidiaries
incorporated in India shall, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed
by us, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e) contain any material mis-statement
e) The final dividend paid by the Holding Company during the current year in respect of the same declared for the previous
year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. As stated
in note 45 to the financial statements, the Board of Directors of the Holding Company have proposed final dividend for the
current year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared
is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. The subsidiary companies
incorporated in India have neither declared nor paid any dividend during the year.
(C) With respect to the matter to be included in the Auditors’ report under section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by
the Holding Company and its subsidiary companies incorporated in India to its directors is in accordance with the provisions of
section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies incorporated
in India, is not in excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed
other details under section 197(16) of the Act which are required to be commented upon by us.

for B S R & Co. LLP

Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Amit Somani
Partner
Bengaluru Membership No: 060154
28 April 2022 UDIN: 22060154AIABZF4198
27
INDEPENDENT AUDITORS’ REPORT (Continued)

Annexure A to the Independent Auditors’ Report
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Holding Company on the con-
solidated financial statements for the year ended 31 March 2022, we report the following:
(xxi) The Companies (Auditor’s Report) Order (CARO) report of the Holding Company did not include any unfavorable answers
or qualifications or adverse remarks. According to the information and explanations given to us, in respect of the following
subsidiary companies incorporated in India and included in the consolidated financial statements, the CARO report relating to
them has not been issued by their auditor till the date of this principal auditors’ report.
Name of the companies CIN Relationship

Msource (India) Private Limited U72200KA2000PTC038931 Subsidiary
Mphasis Software and Services (India) Private Limited U72200KA1998PTC038932 Subsidiary
for B S R & Co. LLP

Amit Somani
Partner
28

Annexure B to the Independent Auditors’ Report on the consolidated financial statements of Mphasis Limited for the year ended
31 March 2022
Report on the Internal Financial Controls with reference to the aforesaid consolidated financial statements under Clause (i) of
sub-section 3 of section 143 of the Companies Act, 2013
(Referred to in paragraph 2 (A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of Mphasis Limited (“the Holding Company”) as of and for the
year ended 31 March 2022, we have audited the internal financial controls with reference to the consolidated financial statements of the
Holding Company and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, as of
that date.
In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material
respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were
operating effectively as at 31 March 2022, based on the internal financial controls with reference to consolidated financial statements
criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance
Note”).
Management’s Responsibility for Internal Financial Controls

The respective Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial
controls with reference to consolidated financial statements based on the criteria established by the respective Company considering
the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based
on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section
143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to
consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated
financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal
controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks
of material misstatement of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to consolidated financial statements.
Meaning of Internal Financial Controls with reference to Consolidated Financial Statements

A company’s internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial controls with reference to consolidated financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
29

Annexure B to the Independent Auditors’ report on the consolidated financial statements of Mphasis Limited for the year ended
31 March 2022 (Continued)
Inherent Limitations of Internal Financial controls with Reference to consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to
future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
for B S R & Co. LLP

Amit Somani
Partner
30
CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET
(` million)
As at As at
Notes 31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, plant and equipment 3 2,456.54 2,117.82
Capital work-in-progress 3 109.84 31.27
Right-of-use assets 4 6,236.31 5,677.15
Goodwill 5 27,348.06 21,325.67
Other intangible assets 7 1,695.39 1,074.48
Financial assets
Investments 8 3,778.01 3,114.28
Other financial assets 10 998.46 1,475.92
Deferred tax assets (net) 24 1,616.11 1,260.72
Income tax assets (net) 24 5,309.34 5,496.40
Other assets 11 849.66 1,013.12
Total non-current assets 50,397.72 42,586.83
Current assets
Financial assets
Investments 12 14,352.11 15,345.90
Trade receivables
Billed 13 9,681.48 9,294.82
Unbilled 12,587.88 9,210.05
Cash and cash equivalents 14 8,268.47 7,711.44
Bank balances other than cash and cash equivalents 15 1,225.90 2,910.98
Loans 9 318.21 154.45
Other financial assets 10 2,644.56 2,595.22
Other assets 11 8,085.11 4,179.79
Total current assets 57,163.72 51,402.65
TOTAL ASSETS 107,561.44 93,989.48
31

CONSOLIDATED BALANCE SHEET
(` million)
As at As at
EQUITY AND LIABILITIES
EQUITY
Share capital 16 1,878.25 1,870.49
Other equity 17 67,553.06 63,396.61
Total equity 69,431.31 65,267.10
LIABILITIES
Non-current liabilities
Financial liabilities
Lease liabilities 5,840.48 5,370.38
Other financial liabilities 18 1,059.52 39.69
Employee benefit obligations 19 1,183.82 727.68
Deferred tax liabilities (net) 24 718.22 342.86
Income tax liabilities (net) 24 227.89 242.25
Other liabilities 20 - 562.53
Total non-current liabilities 9,029.93 7,285.39
Current liabilities
Borrowings 21 5,272.42 5,134.50
Trade payables 22
- outstanding dues to micro and small enterprises 18.41 13.59
- outstanding dues to creditors other than micro and small enterprises 8,477.51 5,950.37
Other financial liabilities 18 6,131.36 3,279.92
Other liabilities 20 2,961.69 2,770.22
Provisions 23 1,083.77 458.56
Income tax liabilities (net) 24 2,560.39 1,553.58
Total current liabilities 29,100.20 21,436.99
TOTAL EQUITY AND LIABILITIES 107,561.44 93,989.48
Summary of significant accounting policies. 2

The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date attached.
for B S R & Co. LLP for and on behalf of the Board of Directors
ICAI Firm registration number:
101248W/W-100022
Amit Somani Nitin Rakesh Narayanan Kumar
Partner Chief Executive Officer & Managing Director Director
Membership No. 060154 New York Chennai
Manish Dugar Subramanian Narayan

Chief Financial Officer Senior Vice President &
Company Secretary
Bengaluru New Delhi Bengaluru
28 April 2022 28 April 2022
32

CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(` million)
Year ended Year ended
Income
Revenue from operations 25 119,614.44 97,223.11
Other income 26 1,604.50 1,329.45
Total income (I) 121,218.94 98,552.56
Expenses
Employee benefits expense 27 70,345.01 56,297.86
Finance costs 28 744.03 634.15
Depreciation and amortization expense 29 2,907.52 2,417.88
Other expenses 30 28,093.38 22,896.59
Total expenses (II) 102,089.94 82,246.48
Profit before tax (III) [(I)-(II)] 19,129.00 16,306.08
Tax expense 24
Current tax 4,859.65 4,094.30
Deferred tax (39.54) 43.73
Total tax expense 4,820.11 4,138.03
Profit for the year (A) 14,308.89 12,168.05
Other comprehensive income ('OCI')
Items to be reclassified to profit or loss in subsequent periods
Exchange differences on translation of financial statements of foreign operations 833.29 (415.14)
Net change in fair value of derivatives designated as cash flow hedges 405.34 2,209.78
Income tax effect on cash flow hedges (141.06) (771.73)
Items not to be reclassified to profit or loss in subsequent periods
Re-measurement gains / (losses) on defined employee benefit plans (245.91) (90.98)
Income tax effect on the above 85.63 30.79
Total OCI for the year, net of tax (B) 937.29 962.72
Total comprehensive income for the year (A+B) 15,246.18 13,130.77
Profit for the year attributable to:
Equity owners of the Company 14,308.89 12,168.05
Non-controlling interests - -
14,308.89 12,168.05
OCI for the year attributable to:
Equity owners of the Company 937.29 962.72
937.29 962.72
Total comprehensive income for the year attributable to:
Equity owners of the Company 15,246.18 13,130.77
15,246.18 13,130.77
Earnings per equity share (par value ` 10 per share) 31
Basic (`) 76.38 65.18
Diluted (`) 75.61 64.43
101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
33

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
a. Equity share capital
Equity shares of ` 10 each issued, subscribed and fully paid No. in million ` million
As at 1 April 2020 186.54 1,865.43
Changes in equity share capital due to prior period errors - -
Restated balance as at 1 April 2020 186.54 1,865.43
Issue of shares (refer note 17) 0.50 5.06
As at 31 March 2021 187.04 1,870.49
As at 1 April 2021 187.04 1,870.49
As at 31 March 2022 187.82 1,878.25
b. Other equity (` million)
Attributable to the equity owners of the Company
Reserves and surplus Items of OCI
a b c d e f g h i
Special
Economic Share Foreign
Capital Zone based currency
Securities General Retained Capital redemption re-investment payments Hedging translation
premium reserve earnings reserve reserve reserve reserve reserve reserve Total
As at 1 April 2020 266.18 2,003.57 44,764.37 361.39 251.66 1,760.52 581.21 (831.50) 7,273.16 56,430.56
Changes in accounting
policy or prior period errors - - - - - - - - - -
Restated balance as at
1 April 2020 266.18 2,003.57 44,764.37 361.39 251.66 1,760.52 581.21 (831.50) 7,273.16 56,430.56
Profit for the year - - 12,168.05 - - - - - - 12,168.05
Other comprehensive
income / (losses), net of tax - - (60.19) - - - - 1,438.05 (415.14) 962.72
Dividends - - (6,529.88) - - - - - - (6,529.88)
Transferred to Special
Economic Zone
re-investment reserve - - (598.93) - - 598.93 - - - -
Transferred from
Special Economic Zone
re-investment reserve - - 519.50 - - (519.50) - - - -
Allotment of bonus shares
earlier held in abeyance
[refer note 16 (a)] - - (0.01) - - - - - - (0.01)
Share based expenses - - - - - - 102.19 - - 102.19
Issue of shares on exercise
of stock options 330.22 27.51 - - - - (94.75) - - 262.98
As at 31 March 2021 596.40 2,031.08 50,262.91 361.39 251.66 1,839.95 588.65 606.55 6,858.02 63,396.61
As at 1 April 2021 596.40 2,031.08 50,262.91 361.39 251.66 1,839.95 588.65 606.55 6,858.02 63,396.61
policy or prior period errors - - - - - - - - - -
1 April 2021 596.40 2,031.08 50,262.91 361.39 251.66 1,839.95 588.65 606.55 6,858.02 63,396.61
Profit for the year - - 14,308.89 - - - - - - 14,308.89
Other comprehensive
income / (losses), net of tax - - (160.28) - - - - 264.28 833.29 937.29
Dividends - - (12,175.40) - - - - - - (12,175.40)
Economic Zone
re-investment reserve - - (650.66) - - 650.66 - - - -
Transferred from
Special Economic Zone
re-investment reserve - - 933.87 - - (933.87) - - - -
Share based expenses - - - - - - 651.72 - - 651.72
of stock options 559.21 0.30 - - - - (125.56) - - 433.95
As at 31 March 2022 1,155.61 2,031.38 52,519.33 361.39 251.66 1,556.74 1,114.81 870.83 7,691.31 67,553.06
Loss of ` 160.28 and ` 60.19 on re-measurement of defined employee benefit plans (net of tax) is recognised as part of retained earnings for the years ended
31 March 2022 and 31 March 2021, respectively.
34

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Pursuant to the requirements of Division II to Schedule III, below is the nature and purpose of each reserve:
a. Securities premium - Securities premium reserve is used to record the premium received on issue of shares. The reserve is utilised
in accordance with the provisions of section 52 of the Companies Act, 2013.
b. General reserve - General reserve represents appropriation of profits. This represents a free reserve and is available for dividend
distributions. As the general reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the general reserve will not be reclassified subsequently to the statement of profit and
loss.
c. Retained earnings - Retained earnings comprises of prior and current year’s undistributed earnings after tax.
d. Capital reserve - ` 265.16 million represents receipts during the year ended 31 October 2012, upon termination of Mphasis
Employee Welfare Trust, in accordance with the Declaration of Trust made for administration of share-based payment plan in relation
to erstwhile employees of Mphasis Corporation. The net assets of the Trust were transferred to the Company upon completion of its
objectives in accordance with the provisions of the said Declaration of Trust. The same will be utilized for the purposes as permitted
by the Companies Act, 2013. ` 94.00 million represents Capital reserve created on redemption of redeemable preference share
during the year ended 31 March 2007.
e. Capital Redemption Reserve (‘CRR’) - Capital Redemption Reserve is created to the extent of the nominal value of the share
capital extinguished on buyback of Company’s own shares in accordance with Section 69 of the Companies Act, 2013. The reserve
will be utilized in accordance with the provisions of section 69 of the Companies Act, 2013.
f. Special Economic Zone re-investment reserve – The Special Economic Zone Re-Investment Reserve has been created out of the
profits of eligible SEZ units in accordance with the provisions of section 10AA(1)(ii) of Income Tax Act,1961. The reserve is required
to be utilized by the Company for acquiring eligible plant and machinery for the purpose of its business.
g. Share based payments reserve - Share based payments reserve is used to record the fair value of equity-settled share-based
payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of
stock options by employees.
h. Hedging reserve – Cumulative changes in the fair value of financial instruments designated and effective as a hedge are recognized
in this reserve through OCI (net of taxes). Amounts recognized in the hedging reserve are reclassified to the statement of profit and
loss when the underlying transaction occurs.
i. Foreign currency translation reserve (‘FCTR’) - Exchange differences relating to the translation of the results and net assets
of the Company’s foreign operations from their respective functional currencies to the Company’s functional and presentation
currency are recognized directly in OCI and accumulated in the FCTR. When a foreign operation is disposed off, the relevant amount
recognized in FCTR is transferred to the statement of profit or loss as part of the profit or loss on disposal.
Summary of significant accounting policies. ( Note 2)

101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
35

CONSOLIDATED STATEMENT OF CASH FLOWS
(` million)

31 March 2022 31 March 2021
Operating activities
Profit before tax 19,129.00 16,306.08
Adjustments to reconcile profit before tax to net cash provided by operating

activities:
Depreciation and amortization expense 2,907.52 2,417.88
Profit on sale of property, plant and equipment and intangible assets (4.97) (4.31)
Net gain on investments carried at fair value through profit and loss (754.84) (839.28)
Share based payment expenses 651.72 102.19
Provision for expected credit loss 106.89 251.81
Finance costs 744.03 634.15
Interest income (352.46) (287.84)
Gain on lease modifications - (31.82)
Unrealized exchange gain, net (82.64) (102.10)
Operating profit before changes in operating assets and liabilities 22,344.25 18,446.76
Changes in operating assets and liabilities
Trade receivables (3,118.00) (820.64)
Loans (155.26) 89.59
Other financial assets 271.58 139.43
Other assets (3,603.20) (310.54)
Trade payables 2,401.76 (924.81)
Other financial liabilities 2,220.15 (132.19)
Other liabilities (516.54) 899.59
Provisions and employee benefit obligations 998.41 606.38
Total changes in operating assets and liabilities (1,501.10) (453.19)
Income tax paid (net of refunds) (3,685.83) (3,448.25)
Net cash flows generated from operating activities (A) 17,157.32 14,545.32
36

CONSOLIDATED STATEMENT OF CASH FLOWS
(` million)

31 March 2022 31 March 2021
Investing activities
Purchase of property, plant and equipment and intangible assets (1,200.25) (1,261.65)
Proceeds from sale of property, plant and equipment and intangible assets 8.45 9.76
Purchase of investments (58,146.48) (67,143.61)
Sale of investments 59,231.38 62,779.21
Interest received 320.67 196.67
Payment for business acquisition, net of cash acquired (refer note 6) (5,218.80) (805.19)
Investments in bank deposits (486.61) (3,788.01)
Redemption / maturity of bank deposits 2,671.29 1,794.01
Net cash flows used in investing activities (B) (2,820.35) (8,218.81)
Financing activities
Proceeds from issue of shares 441.71 268.03

Repayment of borrowings (16,605.85) (12,558.31)
Availment of borrowings 16,638.15 12,149.60
Interest paid (276.13) (126.38)
Repayment of lease liabilities (1,443.32) (1,327.59)
Interest on repayment of lease liabilities (464.61) (493.27)
Dividends paid (12,176.78) (6,526.78)
Net cash flows used in financing activities (C) (13,886.83) (8,614.70)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 450.14 (2,288.19)
Effect of exchange rate changes 106.89 119.62
Cash and cash equivalents at the beginning of the year 7,711.44 9,880.01
Cash and cash equivalents at the end of the year (refer note 14) 8,268.47 7,711.44
Refer note 21 for supplementary information on cash flow movements
Summary of significant accounting policies. ( Note 2)

101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The consolidated financial statements comprise financial statements of Mphasis Limited (‘the Company’) and its subsidiaries, collectively
referred to as ‘the Mphasis Group’ or ‘the Group’ for the year ended 31 March 2022. The Company is a public company domiciled in
India and is incorporated under the provisions of the Companies Act applicable in India. The shares of the Company are listed on two
recognised stock exchanges in India. The registered office of the Company is in Bengaluru, India.
Mphasis Group, a global Information Technology (IT) solutions provider specializing in providing cloud and cognitive services, applies
next-generation technology to help enterprises transform businesses globally. Customer centricity is foundational to Mphasis and is
reflected in the Mphasis’ Front2Back™ Transformation approach. Front2Back™ uses the exponential power of cloud and cognitive to
provide hyper-personalized digital experience to clients and their end customers.
The principal activities of the below subsidiaries include providing Information Technology and Information Technology Enabled Services,
except for Digital Risk group which renders risk, compliance and technology related services to customers in the mortgage industry.
The consolidated financial statements for the year ended 31 March 2022 have been approved by the Company’s Board of Directors on
28 April 2022.
List of subsidiaries with percentage holding % of holding
Country of 31 March 31 March

Subsidiaries Parent
incorporation 2022 2021
Mphasis Corporation USA Mphasis Limited 100 100

Mphasis Deutschland GmbH Germany Mphasis Limited 91 91
Mphasis Australia Pty Limited Australia Mphasis Limited 100 100
Mphasis (Shanghai) Software & Services Company Limited China Mphasis Limited 100 100
Mphasis Consulting Limited United Kingdom Mphasis Limited 100 100
Mphasis Ireland Limited Ireland Mphasis Limited 100 100
Mphasis Belgium BV (formerly Mphasis Belgium BVBA) Belgium Mphasis Limited 100 100
Mphasis Lanka (Private) Limited [refer note 1 (a)] Sri Lanka Mphasis Limited 100 100
Mphasis Poland s.p.z.o.o. Poland Mphasis Limited 100 100
PT. Mphasis Indonesia [refer note 1 (c)] Indonesia Mphasis Limited 100 100
Mphasis Europe BV The Netherlands Mphasis Corporation 59.62 59.62
Mphasis Limited 40.38 40.38
Mphasis Infrastructure Services Inc. [refer note 1 (g)] USA Mphasis Corporation 100 100
Mphasis Pte Limited Singapore Mphasis Europe BV 100 100
Mphasis UK Limited United Kingdom Mphasis Europe BV 100 100
Mphasis Software and Services (India) Private Limited India Mphasis Europe BV 100 100
Msource Mauritius Inc. Mauritius Mphasis Europe BV 100 100
Mphasis Wyde Inc. USA Mphasis UK Limited 100 100
Mphasis Philippines Inc. Philippines Mphasis Pte Limited 100 100
Msource (India) Private Limited India Msource Mauritius Inc. 100 100
Wyde Corporation USA Mphasis Wyde Inc. 100 100
Mphasis Wyde SASU France Wyde Corporation Inc. 100 100
Wyde Solutions Canada Inc. Canada Wyde Corporation Inc. 100 100
Digital Risk, LLC. * USA Mphasis Wyde Inc. 100 100
Digital Risk Mortgage Services, LLC. * USA Digital Risk, LLC. 100 100
Investor Services, LLC. * USA Digital Risk, LLC. 100 100
Digital Risk Valuation Services, LLC. * USA Digital Risk, LLC. 100 100
Digital Risk Europe, OOD. [refer note 1 (b)] * Bulgaria Digital Risk, LLC. 100 100
Stelligent Systems LLC USA Mphasis Corporation 100 100
Continued
38

List of subsidiaries with percentage holding (continued)
% of holding
Country of 31 March 31 March

Subsidiaries Parent
incorporation 2022 2021
Datalytyx Limited United Kingdom Mphasis Consulting Limited 100 100

Datalytyx MSS Limited United Kingdom Datalytyx Limited 100 100
Dynamyx Limited United Kingdom Datalytyx Limited 100 100
Mphasis Digi Information Technology Mphasis (Shanghai) Software &
Services (Shanghai) Limited [refer note 1 (d)] China Services Company Limited 100 -
Blink Interactive, Inc ** USA Mphasis Corporation 100 -
Redshift Digital Inc ** USA Blink Interactive, Inc 100 -
Redshift Canada ULC ** (refer note 1h) Canada Redshift Digital Inc - -
Mrald Limited (refer note 1e) United Kingdom Mphasis Consulting Limited 51 -
Mrald Services Limited (refer note 1e) United Kingdom Mrald Limited 100 -
Mphasis Solutions Services Corporation (refer note 1f) USA Mphasis Corporation 100 -
* Forms part of Digital Risk group.

** Acquired with effect from 21 September 2021 (refer note 6).
List of Trusts that are consolidated.

 Mphasis Employees Benefit Trust.
 Mphasis Employees Equity Reward Trust.
a) On 22 July 2013, the Board of Directors of Mphasis Lanka (Private) Limited, a wholly owned subsidiary of Mphasis Limited, resolved
to close its operations.
b) On 31 March 2017, the management of Digital Risk LLC resolved to close the operations of Digital Risk Europe, OOD.
c) On 16 April 2018, the shareholders of PT. Mphasis Indonesia resolved to dissolve and liquidate the entity.
d) On 26 May 2021, Mphasis Digi Information Technology Services (Shanghai) Limited was incorporated as a wholly owned subsidiary
under Mphasis (Shanghai) Software & Services Company Limited.
e) On 23 December 2021, the Company through its wholly owned subsidiary, Mphasis Consulting Limited, entered into a business
venture agreement with Ardonagh Services Limited (“Ardonagh”). Pursuant to this agreement, the Group owns 51% voting interest
in Mrald Limited and the remaining voting interest is owned by Ardonagh. However, the Group is entitled to 100% economic benefits
in Mrald Limited.
f) On 28 December 2021, Mphasis Solutions Services Corporation was incorporated as a wholly owned subsidiary under Mphasis
Corporation.
g) On 23 March 2022, the Board of Directors of Mphasis Corporation resolved to merge its wholly owned subsidiary, Mphasis
Infrastructure Services Inc. with itself.
h) On 11 March 2022, the management of Redshift Digital Inc resolved to dissolve Redshift Canada ULC, and the same has been
dissolved on 31 March 2022.
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS)
specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from
time to time.
2. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation
The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis of accounting, except
for the following assets and liabilities which have been measured at fair value.
 Derivative financial instruments.
 Investments classified as Fair Value Through Profit or Loss (‘FVTPL’).
 Fair value of plan assets less present value of defined benefit obligations.
 Contingent consideration pertaining to business combination
39

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
All assets and liabilities have been classified as current and non-current as per the Group’s normal operating cycle of 12 months. Current
Assets do not include elements which are not expected to be realised within 12 months and Current Liabilities do not include items
where the Group does not have an unconditional right to defer settlement beyond a period of 12 months, the period of 12 months being
reckoned from the reporting date.
The Group’s consolidated financial statements are presented in Indian Rupee (‘`’). The functional currency of the Company and its Indian
subsidiaries is Indian Rupee (‘`’). The functional currency of foreign subsidiaries is the currency of the primary economic environment in
which the entity operates. All the values are rounded off to the nearest million (INR 000,000) except when otherwise indicated.
The statement of cash flows have been prepared under the indirect method.
The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.
Basis of consolidation
The Group determines the basis of control in line with the requirements of Ind AS 110 - Consolidated Financial Statements. The
consolidated financial statements comprise the financial statements of the Company, its controlled trusts and its subsidiaries as
disclosed in Note 1. Control exists when the Group has:
 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee),
 Exposure or rights, to variable returns from its involvement with the investee, and
 The ability to use its power over the investee to affect its returns.
Entities are consolidated from the date control commences until the date control ceases. The Group re-assesses whether or not it
controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of control.
For the purposes of preparing the consolidated financial statements of the Group, the financial statements of the Company and entities
controlled by the Group have been combined on a line-by-line basis and intra group balances and transactions including unrealised
gain / loss from such transactions have been eliminated upon consolidation. Changes in the Company’s interests in subsidiaries that
do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company’s interests and the non-
controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount
by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity
and attributed to owners of the Group.
Consolidated financial statements are prepared using uniform accounting policies across the Group. The financial statements of all
entities used for consolidation are drawn up to the same reporting date.
Impact of the Global Pandemic (‘Covid-19’)

The Group has taken into account the possible impacts of Covid-19 in preparation of the consolidated financial statements, including but
not limited to its assessment of liquidity and going concern assumption, impairment triggers for non-current assets including goodwill,
recoverable values of its financial and non-financial assets, impact on revenues and on cost budgets in respect of fixed price contracts,
impact on measurement of deferred tax assets / liabilities, contingent consideration, impact on leases and impact on effectiveness of its
hedging relationships. The Group has considered available sources of information, both internal and external, up to the date of approval
of the consolidated financial statements and expects to recover the carrying amount of its assets. The impact of Covid-19 on the
consolidated financial statements may differ from that estimated as at the date of approval of these consolidated financial statements.
Business combinations and goodwill

The Group accounts for its business combinations using acquisition method of accounting when the acquired set of activities and assets
meets the definition of a business and control is transferred to the Group. A business consists of inputs and processes applied to those
inputs that have the ability to contribute to the creation of outputs. In determining whether a particular set of activities and assets is a
business, the Group assesses if the acquisition includes, at a minimum, an input and a substantive process that together significantly
contribute to the ability to create outputs. The cost of an acquisition is measured as the aggregate of the consideration transferred,
which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share
of the acquiree’s identifiable net assets. Acquisition related costs are recognized in the consolidated statement of profit and loss as
incurred. The acquiree’s identifiable assets and liabilities that meet the condition for recognition are recognized at their fair values at the
acquisition date.
Purchase consideration paid in excess of the fair value of net assets acquired is recognized as goodwill. Where the fair value of identifiable
assets and liabilities exceed the cost of acquisition, the Group re-assesses whether it has appropriately identified and measured all
assets acquired and liabilities assumed, including contingent liabilities. If the reassessment still results in an excess of the fair value of net
assets acquired over the aggregate consideration transferred, the bargain purchase gain is recognized in other comprehensive income
and accumulated in equity as capital reserve.
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Goodwill is initially measured at cost and subsequently measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units (‘CGU’) that are expected to benefit from the synergies arising from the business combination.
Contingent consideration forming part of any business combination and eligible to be considered as purchase consideration is measured
and recognized as a liability at fair value at the date of acquisition; subsequent changes to fair value of the liability is recognized in the
consolidated statement of profit and loss.
Use of estimates, assumptions, and judgements

The preparation of the consolidated financial statements in conformity with Ind AS requires management to make estimates, judgements
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date
of the consolidated financial statements and the reported amounts of revenues and expenses for the year. Actual results could differ
from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Appropriate changes in estimates are
made as management become aware of changes in circumstances surrounding the estimates. Revisions to accounting estimates are
recognised in the year in which the estimates are revised.
Application of accounting policies that require critical accounting estimates involving judgments and the use of assumptions in the
consolidated financial statements have been disclosed below:
• Business combinations and intangible assets
In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded
separately from goodwill. Estimating the acquisition date fair value of the identifiable assets acquired, useful life thereof and liabilities
assumed involves management judgment. These measurements are based on information available at the acquisition date and
are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments,
estimates and assumptions can materially affect the results of operations.
• Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher
of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (‘DCF’)
model. The cash flows are derived from the internal forecasts for future years. These do not include restructuring activities that the
Group is not yet committed to or significant future investments that will enhance the asset’s performance or the CGU being tested
for impairment. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future
cash-inflows and the long-term growth rates. These estimates are most relevant to goodwill recognized by the Group. The key
assumptions used to determine the recoverable amount for the different CGUs, are disclosed and further explained in note 5.
• Taxes
The Group’s two major tax jurisdictions are India, and the U.S. Uncertainties exist with respect to the interpretation of complex tax
regulations, changes in tax laws, and the amount and timing of future taxable income of the Group’s operations in India. Given the
wide range of international business relationships and the long-term nature and complexity of existing contractual agreements,
differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate
future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates,
for possible consequences of audits by the tax authorities of the respective countries in which it operates and reflects the uncertainty
related to income taxes, if any. The amount of such provisions is based on various factors, such as experience of previous tax
audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of
interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective group company’s
domicile. A tax assessment could involve complex issues, which can only be resolved over extended time periods.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future taxable profit will be available
against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing and the level of future taxable profits.
• Defined benefit plans

The cost of the defined benefit gratuity plan, compensated absences and the present value of the defined benefit obligation are
determined based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. An
actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases, future attrition rates and mortality rates. Due to the complexities involved
in the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India,
management considers the interest rates of Government bonds in currencies consistent with the currencies of the post-employment
benefit obligation.
41

The mortality rate is based on publicly available mortality tables. These mortality tables tend to change only at intervals in response
to demographic changes. Future salary increases are based on expected future inflation rates.
• Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, the fair value is measured using appropriate valuation techniques. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
• Useful lives of property, plant, and equipment

The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result
in change in depreciation expense in future periods.
• Revenue recognition
Use of the percentage-of completion method in accounting for fixed-price contracts requires the Group to estimate the efforts or
costs expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have been used to
measure progress towards completion as there is a direct relationship between input and productivity.
• Expected credit loss (‘ECL’) on trade receivables

The impairment provisions are based on an evaluation of the risk of default over the expected life of the receivables and expected
timing of collection. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation,
based on the Group’s past history of collections, customer’s credit-worthiness, existing market conditions as well as forward looking
estimates at the end of each reporting period.
• Provisions and contingent liabilities.

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.
Judgements include estimating the probability of the cash outflows for the present obligations and accordingly provisions are
determined and reviewed at the end of each reporting period and are adjusted to reflect current best estimates.
The Group uses significant judgement to identify and measure contingent liabilities. Contingent liabilities are disclosed when there is
a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events
where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount
cannot be made. Contingent liabilities in relation to assessment/litigations can involve complex issues, which can only be resolved
over extended time periods.
• Leases
The Group evaluates if an arrangement qualifies to be a lease based on the requirements of the relevant standard. Identification of a
lease requires significant management judgment. Computation of the lease liabilities and right-to-use assets requires management
to estimate the lease term (including anticipated renewals), and the applicable discount rate. Management estimates the lease term
based on the non-cancellable lease-term, options for future renewals if the Group is reasonably certain to exercise and options to
terminate the lease if the Group is reasonably certain not to exercise. In performing this assessment, the discount rate is generally
based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
Revenue recognition
Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration
the Group expects to receive in exchange for those goods or services.
The Group derives its revenues primarily from rendering application development and maintenance services, infrastructure outsourcing
services, call centre and business & knowledge process outsourcing operations and licensing arrangements.
• Revenue from rendering application development and maintenance services comprise income from time-and-material and fixed price
contracts. Revenues from call center and business & knowledge process outsourcing operations arise from time-based, unit-priced
and fixed priced contracts. Revenues from infrastructure outsourcing services arise from time-based, unit-priced and fixed price
contracts.
• Revenue from time and material, unit-priced contracts is recognized on an output basis, measured by units delivered, efforts
expended etc.
• Revenue from fixed price contracts is recognized using the percentage-of-completion method, calculated as the proportion of the
cost of effort incurred up to the reporting date to estimated cost of total effort.
42

• Fixed Bid monthly milestone-based recognition – The practical expedient of revenue equals invoicing is applied as the amounts
invoiced directly correspond with the value transferred to the customer.
• Revenue from fixed price maintenance and support services contracts where the Group is standing ready to provide services is
recognized based on time elapsed mode and revenue is straight-lined over the period of performance.
• Revenue from license transactions where customers are given a right to use the intellectual property are recognised upfront at the
point in time when the license is delivered to the customer, simultaneously with the transfer of control.
• Revenue from bundled contracts is recognized separately for each performance obligation based on their allocated transaction price.
• In cases where implementation and / or customisation services rendered significantly modifies or customises the license, these
services and license are accounted for as a single performance obligation and revenue is recognised over time using the percentage-
of-completion method, calculated as the proportion of the cost of effort incurred up to the reporting date to estimated cost of total
effort.
• Revenue from the sale of distinct third-party hardware is recognised at the point in time when control is transferred to the customer.
The solutions offered by the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such
third-party goods are recorded at gross or net basis depending on whether the Group is acting as the principal or as an agent of the
customer. The Group recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount of
consideration when it is acting as an agent.
Revenue from sale of services is measured based on the transaction price, which is the consideration, adjusted for discounts and pricing
incentives, if any, as specified in the contract with the customer. Sales tax / Value Added Tax (VAT) / Goods and Services Tax (‘GST’) is
not received by the Group on its own account. Rather, it is tax collected on value added to the commodity / service rendered by the seller
on behalf of the Government. Accordingly, it is excluded from revenues.
The Group recognises an onerous contract provision when it is probable that the unavoidable costs of meeting the obligations under a
contract exceed the economic benefits to be received.
Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as
unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is
required, as per contractual terms. Unearned and deferred revenue (“contract liability”) is recognised when there are billings in excess
of revenues. The billing schedules agreed with customers could include periodic performance-based payments and/or milestone-based
progress payments. Invoices are payable within contractually agreed credit period. Advances received for services are reported as
liabilities until all conditions for revenue recognition are met.
Contract modifications: Services added that are not distinct are accounted for on a cumulative catch-up basis, while those that are
distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the standalone selling price,
or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
Use of significant judgements in revenue recognition.

• The Group’s contracts with customers could include promises to transfer multiple goods and services to a customer. The Group
assesses the goods / services promised in a contract and identifies distinct performance obligations in the contract. Identification
of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit
independently from such deliverables.
• Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of
customer consideration or variable consideration with elements such as volume discounts, performance bonuses, price concessions
and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant
financing component. The Group has applied the practical expedient provided by Ind AS 115, whereby the Group does not adjust
the transaction price for the effects of the time value of money where the period between when the control on goods and services
transferred to the customer and when payment thereof is due, is one year or less. Any consideration payable to the customer is
adjusted to the transaction price, unless it is a payment for a distinct good or service from the customer. The estimated amount of
variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the
amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Group allocates
the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that
they pertain to one or more distinct performance obligations.
• The Group uses judgement to determine an appropriate standalone selling price for a performance obligation. The Group allocates
the transaction price to each performance obligation on the basis of the relative standalone selling price of each distinct good or
service promised in the contract. Where standalone selling price is not observable, the Group uses the expected cost-plus margin
approach to allocate the transaction price to each distinct performance obligation.
43

• The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of
time. The Group considers indicators such as how a customer consumes benefits as services are rendered or who controls the asset
as it is being created or existence of enforceable right to payment for performance to date and alternate use of such good or service,
transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.
• Use of the percentage-of completion method in accounting for fixed-price contracts requires the Group to estimate the efforts or
• Contract fulfilment costs are generally expensed as incurred except for certain costs which meet the criteria for capitalisation.
The assessment of this criteria requires the application of judgement, in particular, when considering if costs generate or enhance
resources to be used to satisfy future performance obligations and whether costs are expected to be recovered.
• Contract acquisition costs are generally expensed as incurred except for certain costs which meet the criteria for capitalization, in
particular if such costs are expected to be recovered. Contract acquisition costs are amortized over the contract term, consistent
with the pattern of transfer of goods or services to which the asset relates.
Interest income is recognized as it accrues in the consolidated statement of profit and loss using effective interest rate method.
Dividend income is recognized when the right to receive the dividend is established.
The Group disaggregates revenue from contracts with customers by segment, geography, services rendered, delivery location and
project type.
Property, plant and equipment and intangible assets
Property, plant and equipment are stated at the cost of acquisition or construction less accumulated depreciation and write down for,
impairment if any. Direct costs are capitalised until the assets are ready to be put to use. Cost includes expenditure directly attributable
to the acquisition. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives. Subsequent expenditure relating to property, plant and equipment is capitalized only when
it is probable that future economic benefits associated with these will flow to the Group and the cost of the item can be measured reliably.
All other repairs and maintenance costs are recognised in the consolidated statement of profit and loss as incurred. Property, plant and
equipment purchased in foreign currency are recorded at cost, based on the exchange rate on the date of purchase.
The Group identifies and determines cost of each component / part of property, plant and equipment separately, if the component/ part
has a cost which is significant to the total cost of the property, plant and equipment and has useful life that is materially different from
that of the remaining asset.
Intangible assets purchased or acquired in business combination, are measured at cost or fair value as of the date of acquisition, as
applicable, less accumulated amortisation and accumulated impairment, if any. The amortization period and the amortization method are
reviewed at least at each financial year end.
For internally generated intangible assets, expenses incurred during the research phase are expensed as incurred. Development and
product enhancements are capitalized as an intangible asset when the following criteria are met:
• Technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• Intention to complete and its ability and intention to use or sell the asset
• Ability to generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Leasehold land is
amortised over the lease term. Freehold land is not depreciated.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are disclosed under
‘other assets’. The cost of property, plant and equipment not ready to use before the balance sheet date is disclosed under ‘Capital work
in progress’.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future
economic benefits are expected from its use. Gains or losses arising from de-recognition of property, plant and equipment and intangible
assets are measured as the difference between the net disposal proceeds and the carrying amount of property, plant and equipment and
are recognized in the consolidated statement of profit and loss when the property, plant and equipment is derecognized.
44

Depreciation and amortization
Depreciation on property, plant and equipment is calculated on a straight-line basis using the rates arrived at, based on the useful lives
estimated by management. Intangible assets are amortised on a straight-line basis over the estimated useful economic life. Depreciation
/ amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively, if appropriate.
The useful lives estimated by management are given below:
(In years)
Useful life as per Useful life estimated by
Asset
Companies Act, 2013 management
Computer equipment 3 3
Furniture and fixtures 10 5
20 or remaining lease term,
Buildings 20
whichever is less
10 or remaining lease term,
Leasehold improvements Not applicable
whichever is less
Office equipment 5 5
Plant and equipment 15 4 to 7
Server and networks 6 6
Vehicles 8 5
Customer contracts / Non-compete agreement /
As per Ind AS 38 2 to 7
Business alliance partnership
Computer software As per Ind AS 38 3 to 7
In respect of plant and equipment, furniture and fixtures and vehicles, management, basis internal assessment of usage pattern believes
that the useful lives as mentioned above best represent the period over which management expects to use these assets. Hence, the
useful lives in respect of these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act
2013.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Project specific assets are depreciated over the period of contract or useful life of the asset, whichever is lower.
Leases
Group as a lessee
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for a consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
 the contract involves the use of an identified asset;
 the Group has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
 the Group has the right to direct the use of the asset.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to
each lease component on the basis of the relative stand-alone prices of the lease components and the aggregate stand-alone price of
the non-lease components.
The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement
date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease
liability, adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial
direct costs incurred and an estimate of the costs to be incurred by the lessee in dismantling and removing the underlying asset or
restoring the underlying asset or site on which it is located.
The right-of-use asset is subsequently measured at cost less accumulated depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the
commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets
are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever
there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the consolidated
statement of profit and loss.
45

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate applicable to the
entity within the Group, for the nature of asset taken on lease. Generally, the Group uses its incremental borrowing rate as the discount
rate. For leases with reasonably similar characteristics, the Group, on a lease-by-lease basis, may adopt either the incremental borrowing
rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments,
variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise
that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the
lease.
The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing
the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease
modifications or to reflect revised in-substance fixed lease payments.
The Group recognises the amount of the re-measurement of lease liability as an adjustment to the right-of-use asset. Where the carrying
amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group
recognises any remaining amount of the re-measurement in the consolidated statement of profit and loss.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of all assets that have a lease term of
12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
Group as a lessor
When the Group acts as a lessor at the inception, it determines whether each lease is a finance lease or an operating lease.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case
of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on
the lessor’s net investment in the lease. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the
sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head
lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described
above, then it classifies the sub-lease as an operating lease.
If an arrangement contains a lease and non-lease components, the Group applies Ind AS 115-Revenue to allocate the consideration in
the contract.
Borrowing costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange
differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are
expensed in the year they occur.
Impairment
a. Financial assets (other than at fair value)
For financial assets measured at amortised cost, debt instruments at fair value through other comprehensive income, trade
receivables, contract assets and other financial assets, the Group assesses at each date of balance sheet whether the asset is
impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured through a loss allowance. Expected
credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted
using the effective interest rate. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at
an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial
recognition. The Group provides for impairment upon the occurrence of the triggering event.
b. Non-financial assets
• Tangible and intangible assets
Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication
that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash
generating unit (‘CGU’) to which the asset belongs.
46

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset
(or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the consolidated statement of profit and loss.
• Goodwill
Goodwill is tested for impairment on an annual basis and more often, if there is an indication that goodwill may be impaired,
relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units (CGU) expected to benefit
from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when
the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The recoverable
amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value of future
cash flows expected to be derived from the CGU. The Group estimates the value in use of CGU’s based on the future cash flows
after considering current economic conditions and trends, estimated future operating results, growth rate and estimated future
economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used
for the CGU’s represents the weighted average cost of capital based on the historical market return of comparable companies.
If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of
each asset in the unit. Any impairment loss on goodwill is recognized in the consolidated statement of profit or loss. Impairment
losses relating to goodwill are not reversed in future periods.
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments consist of the following:
 financial assets, which include cash and cash equivalents, deposits with banks, trade receivables, investments in equity and debt
securities and eligible current and non-current assets;
 financial liabilities, which include loans and borrowings, finance lease liabilities, bank overdrafts, trade payables, contingent
consideration and eligible current and non-current liabilities.
Non-derivative financial instruments are recognised when the Group becomes a party to the contract that gives rise to financial assets
and liabilities. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit
or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
a. Cash and cash equivalents

The Group’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks with an original
maturity of less than or up to three months. For the purposes of the cash flow statement, cash and cash equivalents include cash on
hand, in banks and demand deposits with banks, net of outstanding overdrafts that are repayable on demand and are considered
part of the Group’s cash management system.
b. Financial assets at amortised cost

Financial assets (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition) are
subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets
in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
c. Financial assets at fair value through other comprehensive income

measured at fair value through other comprehensive income (‘FVTOCI’) if these financial assets are held within a business whose
objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Interest income is recognized in the consolidated statement of profit or loss for FVTOCI debt instruments. Other changes in fair value
of FVTOCI financial assets are recognized in other comprehensive income. When the investment is disposed of, the cumulative gain
or loss previously accumulated in reserves is transferred to the consolidated statement of profit and loss.
47

d. Financial assets at fair value through profit or loss
Financial assets are measured at FVTPL unless it is measured at amortised cost or at FVTOCI on initial recognition. The transaction
costs directly attributable to the acquisition of financial assets at fair value through profit or loss are immediately recognised in
consolidated statement of profit and loss. Financial assets at FVTPL are measured at fair value at the end of each reporting period,
with any gains or losses arising on re-measurement recognized in the consolidated statement of profit and loss. The gain or loss on
disposal is recognized in the consolidated statement of profit and loss.
Interest income is recognized in the consolidated statement of profit and loss for FVTPL debt instruments. Dividend on financial
assets at FVTPL is recognized when the Group’s right to receive dividend is established.
e. Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest rate method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of
these instruments.
Derivative financial instruments

The Group is exposed to foreign currency fluctuations on foreign currency assets and liabilities. The Group holds derivative financial
instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.
The counterparty for these contracts is generally a bank.
Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in consolidated statement of profit
and loss as expenses.
Subsequent to initial recognition, derivative financial instruments are measured as described below.
a. Cash flow hedges

The Group designates certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign exchange
exposure on highly probable cashflow forecast transactions. When a derivative is designated as a cash flow hedging instrument,
the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in
the cash flow hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in the
consolidated statement of profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or
loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow
hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging
reserve is transferred to the net profit in the consolidated statement of profit and loss upon the occurrence of the related forecasted
transaction. If the forecasted transaction is no longer expected to occur, then the amount accumulated in cash flow hedging reserve
is reclassified to the consolidated statement of profit and loss.
b. Others
Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges are recognized in the consolidated
statement of profit and loss and reported within foreign exchange gains, net.
Changes in fair value and gains/(losses) on settlement of foreign currency derivative instruments relating to borrowings, which have
not been designated as hedges are recorded as foreign exchange gains/ (losses).
c. De-recognition of financial instruments

Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In
cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets
are derecognized only when the Group has not retained control over the financial asset. A financial liability (or a part of a financial
liability) is derecognized when the obligation specified in the contract is discharged or cancelled or expires. Trade receivables which
are subject to non-recourse factoring arrangements are de-recognized in accordance with Ind AS 109 and are offset in accordance
with Ind AS 32.
d. Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amounts are presented in the consolidated balance sheet when, and
only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis
or to realize the asset and settle the liability simultaneously.
48

e. Fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has
access at that date. The fair value of a liability reflects its non-performance risk.
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-
financial assets and liabilities.
When a quote is available, the Group measures the fair value of an instrument using the quoted price in an active market for that
instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable
inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market
participants would take into account in pricing a transaction.
In determining the fair value of its financial instruments, the Group uses following hierarchy and assumptions that are based on
market conditions and risks existing at each reporting date.
f. Fair value hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 — Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers
have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of each reporting period.
Employee benefits
a. Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits.
Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders
the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
b. Compensated absences
The Group has a policy on compensated absences that is both accumulating and non-accumulating in nature. Non-accumulating
compensated absences are measured on an undiscounted basis and are recognized in the period in which absences occur. The
cost of short-term compensated absences are provided for based on estimates. The expected cost of accumulating compensated
absences is determined by actuarial valuation at each balance sheet date measured based on the amounts expected to be paid /
availed as a result of the unused entitlement that has accumulated at the balance sheet date. The Group treats accumulated leave
expected to be carried forward beyond twelve months, as long-term employee benefits for measurement purposes. Such long-
term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-
end. Actuarial gains/losses are immediately taken to the consolidated statement of profit and loss. The Group presents the entire
obligation for compensated absences as a current liability in the balance sheet, since it does not have an unconditional right to defer
its settlement beyond 12 months from the reporting date.
c. Defined contribution plans

Employee benefits are accrued in the period in which the associated services are rendered by employees of the Group. Contributions
to defined contribution schemes such as Provident Fund, Employee State Insurance Scheme, 401(k) and other social security
schemes are charged to the consolidated statement of profit and loss on an accrual basis.
d. Provident fund
Mphasis Limited has established a Provident Fund Trust to which contributions towards provident fund are made on a monthly basis.
The Provident Fund Trust guarantees a specified rate of return on such contributions on a periodical basis. The contributions to the
trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets
based on the Government specified minimum rates of return.
49

e. Gratuity
For its Indian entities, the Group has a defined benefit gratuity plan that provides a lump-sum payment to vested employees at
retirement, death, incapacitation, or termination of employment in accordance with “The Payment of Gratuity Act, 1972”. The amount
is based on the respective employee’s last drawn salary and the tenure of employment with the Group.
Gratuity, which is a defined benefit plan, is determined based on an independent actuarial valuation, which is carried out based on
the projected unit credit method. The Group recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or
liability. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan
assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive
income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense at the earlier
of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination
benefits. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans recognised in OCI are not to be
subsequently reclassified to consolidated statement of profit and loss. As required under Ind AS read with Schedule III to Companies
Act, 2013, the Group transfers it immediately to retained earnings. The discount rate is based on the yield of securities issued by the
Government of India.
Share based payments

The Group measures compensation cost relating to share-based payments using the fair valuation method in accordance with Ind AS
102, Share-Based Payment. Compensation expense is amortized over the vesting period of the option on a graded basis. The units
generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period
of the respective tranches of such grants.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Black-Scholes
valuation model. The expected term of an option is estimated based on the vesting term and contractual life of the option. Expected
volatility during the expected term of the option is based on the historical volatility of share price of the Company. Risk free interest rates
are based on the government securities yield in effect at the time of the grant.
The cost of equity settled transactions is recognised, together with a corresponding increase in share-based payment reserve in equity,
over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s
best estimate of the number of equity instruments that will ultimately vest. Debit or credit in consolidated statement of profit and loss
for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in
employee benefits expense.
The dilutive effect of outstanding options is reflected in the computation of diluted earnings per share.
Foreign Currencies
a. Functional currency
The Group’s consolidated financial statements are presented in INR, which is also the Company’s functional currency. For all other
entites, the Group determines the functional currency based on the primary economic environment in which the entity operates, and
items included in the financial statements of each entity are measured using that functional currency.
b. Transactions and balances

Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated
monetary assets and liabilities are restated into the functional currency using exchange rates prevailing on the balance sheet date.
Gains and losses arising on restatement of foreign currency denominated monetary assets and liabilities are included in the
consolidated statement of profit and loss. Non-monetary assets and liabilities denominated in a foreign currency and measured at
historical cost are translated at an exchange rate that approximates the rate prevalent on the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the
period in which the transaction is settled. Revenue, expense and cash-flow items denominated in foreign currencies are translated
into the relevant functional currencies using the exchange rate in effect on the date of the transaction.
c. Translations
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that
have a functional currency other than INR are translated into INR using exchange rates prevailing at the reporting date. Income and
expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in
other comprehensive income and held in foreign currency translation reserve (‘FCTR’), a component of equity, except to the extent
50

that the translation difference is allocated to non-controlling interest. When a foreign operation is disposed off, the relevant amount
recognized in FCTR is transferred to the consolidated statement of profit or loss as part of the profit or loss on disposal. Goodwill
and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation
and translated at the exchange rate prevailing at the reporting date.
Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and
deferred tax are recognised in consolidated statement of profit and loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity, respectively.
• Current income tax

Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the
taxation authorities based on the taxable income for that period and reflects the uncertainty related to income taxes if any. The tax
rates and tax laws used to compute the amount are those that are enacted by the balance sheet date. The Group offsets current tax
assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either
to settle on a net basis, or to realize the asset and settle the liability simultaneously.
• Deferred income tax

Deferred income tax assets and liabilities is recognised using the balance sheet approach. Deferred tax is recognized on temporary
differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. The carrying
amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted
by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as
an income or expense in the period that includes the enactment or substantive enactment date.
Deferred income taxes are not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the
subsidiary will not be distributed in the foreseeable future.
For operations carried out in SEZ facilities, deferred tax assets or liabilities, if any, have been established for the tax consequences
of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that do not reverse
during the tax holiday period(s).
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to the same taxable entity/ group of entities.
Provisions and contingent liabilities
A provision is recognized when an enterprise has a present obligation (legal or constructive) as result of past event, and it is probable that
an outflow embodying economic benefits of resources will be required to settle the obligation. Provisions are determined based on best
estimates required to settle each obligation at the balance sheet date. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than
the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present value of the lower of
the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established,
the Group recognizes any impairment loss on the assets associated with that contract.
51

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because
it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare
cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a
contingent liability but discloses its existence in the consolidated financial statements.
Contingent assets are neither recognised nor disclosed in the financial statements.
Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to the Company’s owners for the year by the weighted
average number of equity shares outstanding during the year adjusted for treasury shares held.
The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving
basic earnings per share, and the weighted average number of equity shares which could be issued on the conversion of all dilutive
potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period unless they have been
issued at a later date.
Cash dividend to the equity holders of the Company

The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised, and
the distribution is no longer at the discretion of the Company. Final dividends on shares is recorded as a liability on the date of approval
by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.
Government grants
The Group recognizes government grants only when there is reasonable assurance that the conditions attached to them shall be complied
with, and the grants will be received. When the grant relates to a capital asset, it is presented by deducting the grant in arriving at the
carrying amount of the asset. Government grants related to revenue are recognized on a systematic basis in net profit in the consolidated
statement of profit and loss over the periods necessary to match them with the related costs which they are intended to compensate.
Recent pronouncements
Ministry of Corporate Affairs (MCA) notified Companies (Indian Accounting Standards) Amendment Rules, 2022 vide Notification dated
23 March 2022. Following amendments and annual improvements to Ind AS are applicable from 1 April 2022.
Ind AS - 103 Business Combination

The amendment specifies that for identified assets and liabilities to qualify for recognition as part of applying the acquisition method,
the identifiable assets acquired, and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework
for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of
India at the acquisition date.
Ind AS - 16 Property Plant and Equipment

The amendment clarifies that sale proceeds of items produced in the process of making PPE available for its intended use cannot be
deducted from the cost of PPE. Instead, such proceeds shall be recognized in the statement of profit or loss.
Ind AS - 37 Provisions
The amendment clarifies that the ‘costs to fulfil’ a contract include both incremental costs (direct labour and material) and an allocation
of other direct costs (e.g: depreciation charge for an item of PPE used in fulfilling the contract).
Annual improvements to Ind AS 109 - Financial instruments

The amendment clarifies while performing the ‘10 percent test’ for derecognition of financial liabilities, borrower includes only fees paid
or received between borrower and lender directly or on behalf of the other’s behalf.
Annual improvements to Ind AS 101 – First time adoption

The amendment clarifies that where a subsidiary adopts Ind AS later than its parent entity and applies Ind AS 101.D16(a), it is permitted
to measure cumulative translation differences for all foreign operations at amounts included in consolidated financial statements of
parent’s date of transition.
The Group does not expect the above amendments / improvements to have any significant impact on its consolidated financial
statements.
52

3. PROPERTY, PLANT AND EQUIPMENT (` million)
Plant and Computer Servers and Office Furniture Leasehold
equipment equipment networks equipment and fixtures Vehicles improvements Total
Cost
At 1 April 2020 231.31 1,377.33 999.27 266.94 278.23 70.35 638.25 3,861.68
Additions 17.29 616.98 236.78 57.78 39.28 - 149.67 1,117.78
Acquired through business

combination (refer note 6) - 0.63 - 0.07 - 0.10 - 0.80
Disposals (54.55) (4.38) (57.54) (0.30) (0.34) (15.52) (1.46) (134.09)
Translation exchange differences (2.18) (6.21) (6.89) (1.95) (5.44) (1.05) (0.92) (24.64)
At 31 March 2021 191.87 1,984.35 1,171.62 322.54 311.73 53.88 785.54 4,821.53
Additions 19.54 903.34 153.98 34.52 5.93 - 5.27 1,122.58
Acquired through business

combination (refer note 6) - 14.37 1.00 0.63 14.76 - 39.35 70.11
Disposals (5.87) (16.40) (5.59) (5.50) (14.13) (11.93) (3.57) (62.99)
Translation exchange differences 0.59 16.44 11.12 2.44 6.64 1.10 2.76 41.09
At 31 March 2022 206.13 2,902.10 1,332.13 354.63 324.93 43.05 829.35 5,992.32
Depreciation
At 1 April 2020 157.18 863.88 552.67 147.06 185.09 36.45 219.61 2,161.94
Charge for the year 19.79 354.01 149.56 45.99 38.02 12.19 66.06 685.62
Disposals (54.52) (3.95) (52.86) (0.28) (0.31) (15.26) (1.46) (128.64)
Translation exchange differences (2.12) (2.54) (2.87) (1.72) (4.75) (0.27) (0.94) (15.21)
At 31 March 2021 120.33 1,211.40 646.50 191.05 218.05 33.11 283.27 2,703.71
Disposals (5.77) (13.87) (4.97) (5.47) (13.93) (11.93) (3.57) (59.51)
Translation exchange differences 0.62 10.70 6.11 2.12 5.90 0.54 1.79 27.78
At 31 March 2022 135.06 1,722.26 807.43 235.82 244.86 30.17 360.18 3,535.78
Net block
At 31 March 2021 71.54 772.95 525.12 131.49 93.68 20.77 502.27 2,117.82
At 31 March 2022 71.07 1,179.84 524.70 118.81 80.07 12.88 469.17 2,456.54
Capital work-in-progress*
As at 31 March 2022 109.84
As at 31 March 2021 31.27
* ` 31.27 million (31 March 2021: ` 72.85 million) has been capitalised and transferred to Property, Plant and Equipment.
53

4. LEASES
RIGHT-OF-USE ASSETS (` million)
Plant and Servers and Furniture

Buildings equipment networks and fixtures Vehicles Total
Cost
At 1 April 2020 7,014.44 592.19 18.35 27.41 25.46 7,677.85
Additions 1,188.30 - - - 4.58 1,192.88
Modifications / terminations (377.15) - - - (2.49) (379.64)
Retirement on completion of lease term (144.43) (366.71) (17.04) (14.42) (0.87) (543.47)
Translation exchange differences (38.61) - - - - (38.61)
At 31 March 2021 7,642.55 225.48 1.31 12.99 26.68 7,909.01

Additions 1,991.44 - - - 19.53 2,010.97
Modifications / terminations (27.44) - - - - (27.44)
Retirement on completion of lease term (137.26) (207.88) (0.36) - (8.65) (354.15)
Translation exchange differences 70.88 - - - 0.14 71.02
At 31 March 2022 9,540.17 17.60 0.95 12.99 37.70 9,609.41

Depreciation
At 1 April 2020 1,057.54 342.67 16.45 17.43 7.35 1,441.44
Charge for the year 1,195.25 224.71 1.71 4.59 8.40 1,434.66
Translation exchange differences (14.21) - - - - (14.21)
At 31 March 2021 2,009.28 200.67 1.12 7.60 13.19 2,231.86
Charge for the year 1,432.52 22.37 0.19 3.10 9.67 1,467.85
Translation exchange differences 27.52 - - - 0.02 27.54
At 31 March 2022 3,332.06 15.16 0.95 10.70 14.23 3,373.10
Net block
At 31 March 2021 5,633.27 24.81 0.19 5.39 13.49 5,677.15
At 31 March 2022 6,208.11 2.44 - 2.29 23.47 6,236.31
During the year ended 31 March 2022, the Group incurred expenses amounting to ` 287.88 million (31 March 2021: ` 404.07 million)
towards short-term leases and leases of low-value assets. For the year ended 31 March 2022, the total cash outflows for leases,
including short-term leases and low-value assets amounted to ` 2,195.82 million (31 March 2021: ` 2,224.93 million).
There are leases not yet commenced as at 31 March 2022, to which the Group is committed as a lessee. The present value of future cash
outflows for such committed leases is ` 154.53 million as at 31 March 2022 (31 March 2021: ` 771.35 million).
Lease contracts entered into by the Group primarily pertains to buildings taken on lease to conduct its business in the ordinary course.
The following table presents the various components of lease costs:

31 March 2022 31 March 2021
Depreciation 1,467.85 1,434.66
Interest on lease liabilities 464.61 493.27
1,932.46 1,927.93
54

5. GOODWILL (` million)
As at As at
31 March 2022 31 March 2021
Balance as per previous financial statements 21,325.67 21,404.74
Acquisition through business combination (refer note 6) 5,183.36 583.52
Translation exchange differences 839.03 (662.59)
27,348.06 21,325.67
For the purposes of impairment testing, goodwill recognised on business combinations is allocated to the Cash Generating Units (‘CGU’)
which represents the lowest level within the Group at which goodwill is monitored for internal management purposes, which is not higher
than the Group’s operating segments.
As at As at
Below is the CGU wise break-up of goodwill
31 March 2022 31 March 2021
Digital Risk 9,219.96 8,893.64
Blink 5,292.43 -
Wyde 4,248.86 4,098.48
Business outsourcing 2,391.49 2,305.43
Infrastructure Services 2,122.81 2,047.68
Stelligent 1,656.78 1,598.14
Eldorado 1,339.50 1,292.04
Datalytyx 586.23 593.88
Consulting 490.00 496.38
27,348.06 21,325.67
Goodwill impairment testing

Goodwill is tested for impairment on an annual basis. The recoverable amount of a CGU is the higher of its fair value less cost of disposal
and its value-in-use. The recoverable amount of all CGU’s are based on its value-in-use. The value-in-use is determined based on cash
flow projections over a period of five years and terminal growth rate thereafter. An average of the range of each assumption used is
mentioned below.
As at As at
31 March 2022 31 March 2021
Growth rate 1% to 17% 1% to 16%
Terminal growth rate 1% to 3% 1% to 3%
Operating margins 12% to 31% 11% to 30%
Discount rate 12% to 17% 12% to 17%
The discount rate is based on the Weighted Average Cost of Capital (‘WACC’) which represents the weighted average return attributable
to all the assets of the CGU. These estimates are likely to differ from future actual results of operations and cash flows. Management
believes that any reasonable possible changes in the key assumptions mentioned above would not cause the carrying amount to exceed
the recoverable amount of the cash generating unit.
Recoverable amount of all CGU’s exceeded their carrying amounts, and hence no impairment losses were recognized during the year
(31 March 2021: ` nil).
6. BUSINESS COMBINATION
a. Blink Interactive, Inc.
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.
55

The acquisition was executed through a merger agreement for a consideration of USD 93.37 million (` 6,930.99 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.
The following table shows the final allocation of purchase price: (` million)
Pre-acquisition Fair value Purchase price
Description Useful life carrying amount adjustments allocated
Net assets 627.83 - 627.83
Customer contracts and relationships 0.5-5 years - 397.95 397.95
Non-compete 1-5 years - 384.42 384.42
Brand 5 years - 337.43 337.43
Total 627.83 1,119.80 1,747.63
Goodwill 5,183.36
Total purchase price 6,930.99
Net assets acquired include ` 200.39 million of cash and cash equivalents and trade and other receivables valued at ` 589.86 million.
Trade and other receivables are expected to be collected in full.
Goodwill of ` 5,183.36 million comprises value of acquired workforce and expected synergies arising from the acquisition. The goodwill
is tax-deductible and has been allocated to the Blink Cash Generating Unit (‘CGU’).
The fair value of contingent consideration linked to continuing employment is being accounted for as a post combination expense in the
Had the above acquisition occurred on 1 April 2021, management estimates that the consolidated revenue and net profit would have
been higher by approximately ` 1,281.00 million and ` 358.00 million respectively for the year ended 31 March 2022. The pro-forma
amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on date indicated or that
may result in the future.
b. Datalytyx
On 19 November 2020, the Company through its wholly owned subsidiary, Mphasis Consulting Limited, obtained control of Datalytyx
Limited and its subsidiaries (‘Datalytyx’) by acquiring 100% of its shares in cash. Datalytyx is a next-gen data engineering and consultancy
company providing next-gen data Engineering, Data Ops and Master Data Management solutions on Snowflake and Talend environments.
The acquisition seeks to strengthen the Group’s next-gen data strategy and build capabilities relevant to the digital priorities of its clients.
The acquisition was executed through a share purchase agreement for a consideration of GBP 11.55 million (` 1,141.92 million). The
excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill.
The following table shows the final allocation of purchase price:
Pre-acquisition Fair value Purchase price

Description Useful life carrying amount adjustments allocated
Net assets 318.58 - 318.58
Business alliance partnerships 6 years - 118.69 118.69
Customer contracts and relationships 4-7 years - 138.47 138.47
Brand 5 years - 39.56 39.56
Deferred tax liabilities on intangible assets - - (56.90)
Total 318.58 296.72 558.40
Goodwill 583.52
Total purchase price 1,141.92
Net assets acquired include ` 151.32 million of cash and cash equivalents and trade and other receivables valued at ` 278.59 million.
56

Goodwill of ` 583.52 million comprises value of acquired workforce and expected synergies arising from the acquisition. The goodwill is
not tax-deductible and has been allocated to the Datalytyx CGU.
The fair value of contingent consideration linked to continuing employment is being accounted for as a post combination expense in the
7. OTHER INTANGIBLE ASSETS (` million)
Non Business
Computer Customer compete alliance
software contracts agreement partnership Brands Others Total
Cost
At 1 April 2020 1,882.23 585.87 157.53 58.04 - 183.24 2,866.91
Additions 295.80 - - - - - 295.80
Acquired through business combination
(refer note 6) - 138.47 - 118.69 39.56 - 296.72
Disposals (0.99) - - - - - (0.99)
Translation exchange differences (46.47) (17.20) (5.32) 0.25 0.74 (6.18) (74.18)
At 31 March 2021 2,130.57 707.14 152.21 176.98 40.30 177.06 3,384.26
Additions 45.27 - - - - - 45.27
Acquired through business combination
(refer note 6) 2.96 397.95 384.42 - 337.43 - 1,122.76
Disposals (0.19) - - - - - (0.19)
Translation exchange differences 45.58 27.33 13.68 0.50 6.58 6.51 100.18
At 31 March 2022 2,224.19 1,132.42 550.31 177.48 384.31 183.57 4,652.28
Amortization
At 1 April 2020 1,154.59 557.78 149.86 27.40 - 183.24 2,072.87
Charge for the year 239.47 26.04 2.90 26.26 2.93 - 297.60
Disposals (0.99) - - - - - (0.99)
Translation exchange differences (28.37) (18.90) (5.09) (1.16) - (6.18) (59.70)
At 31 March 2021 1,364.70 564.92 147.67 52.50 2.93 177.06 2,309.78
Charge for the year 250.03 172.28 78.13 31.33 44.10 - 575.87
Disposals (0.19) - - - - - (0.19)
Translation exchange differences 35.90 21.12 6.29 1.42 0.19 6.51 71.43
At 31 March 2022 1,650.44 758.32 232.09 85.25 47.22 183.57 2,956.89
Net block
At 31 March 2021 765.87 142.22 4.54 124.48 37.37 - 1,074.48
At 31 March 2022 573.75 374.10 318.22 92.23 337.09 - 1,695.39
57

8. NON-CURRENT INVESTMENTS
As at 31 March 2022 As at 31 March 2021
Units NAV (`) ` million Units NAV (`) ` million
Investments measured at amortized cost
Quoted bonds
7.19% India Infrastructure Finance
Company Limited - - - 599,500 1,000.00 599.50
Investments measured at FVTPL
Quoted Target maturity date ETF
Bharat Bond ETF – April 2025 1,120,130 1,084.16 1,214.39 640,701 1,022.18 654.91
Bharat Bond FOF Apr 2025 79,637,328 10.82 861.92 - - -
Quoted debentures
Rural Electricity Corporation Limited 250 1,100,000.00 275.00 250 1,053,100.00 263.27
KMPL - Non-convertible Debentures 400 1,007,500.00 403.00 - - -
HDB Non- Convertible Debentures - 2023 1,000 1,023,700.00 1,023.70 - - -
Kotak Non-Convertible Debentures - 2022 - - - 500 1,127,200.00 563.60
ICICI Home Finance Company Limited - - - 2,000 516,500.00 1,033.00
3,778.01 3,114.28
Aggregate value of quoted non current
investments 3,778.01 3,114.28
Market value of quoted non current
investments 3,778.01 3,155.82
9. LOANS (` million)
Non-current Current
As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unsecured - considered good
Employee advances - - 318.21 154.45
- - 318.21 154.45
10. OTHER FINANCIAL ASSETS
Non-current Current
Bank deposits (refer note 15)* 161.18 593.75 26.31 93.34
Accrued interest - - 69.36 86.32
Derivative assets 344.44 335.00 1,092.40 776.63
Deposits 492.84 547.17 1,412.96 1,314.48
Others - - 43.53 324.45
998.46 1,475.92 2,644.56 2,595.22
* Includes restricted deposits of ` 38.97 (31 March 2021: ` 93.69) placed as a lien against bank guarantees/statutory registration purposes/claims.
58

11. OTHER ASSETS (` million)
Non-current Current
Contract assets 325.78 175.96 1,359.72 427.91
Contract fulfilment cost 12.21 21.90 10.24 9.99
Contract acquisition cost 243.25 444.65 468.42 523.23
581.24 642.51 1,838.38 961.13
Less: Loss allowance - - - -
581.24 642.51 1,838.38 961.13
Travel advances - - 8.54 6.19
Prepaid expenses 52.69 49.15 942.12 780.54
Advances to suppliers - 111.11 462.53 633.03
Indirect tax recoverable 215.73 210.35 4,833.54 1,798.90
268.42 370.61 6,246.73 3,218.66
849.66 1,013.12 8,085.11 4,179.79
12. CURRENT INVESTMENTS

Quoted mutual funds
Kotak Equity Arbitrage Fund Direct growth 70,777,659 31.67 2,241.46 68,269,641 30.28 2,067.28
HDFC Overnight Fund 509,890 3,157.45 1,609.96 2,328 3,058.09 7.12
IDFC Arbitrage Fund 19,457,628 27.91 543.13 27,711,816 26.76 741.56
Kotak Savings Fund - Direct Plan - growth 27,753,107 36.03 999.95 59,130,548 34.68 2,050.81
UTI Money Market Fund - Direct growth Plan 564,528 2,490.77 1,406.11 140,647 2,395.17 336.87
Nippon India Money Market - Direct Plan - growth 298,442 3,350.56 999.95 2,047 3,220.75 6.59
Nippon India Arbitrage Advantage Fund-Direct Plan 126,865,721 22.83 2,896.09 126,476,353 21.83 2,760.61
HDFC Money Market - Direct Growth Plan 100,830 4,654.80 469.34 - - -
Kotak Money Market Fund - Direct Plan - Growth 168,663 3,620.71 610.68 - - -
IDFC Low Duration Fund - - - 48,925,914 30.66 1,499.96
ABSL Overnight Fund - Growth - Direct Plan - - - 75 1,112.93 0.08
Axis Treasury Advantage Fund - Direct Plan - growth - - - 565,300 2,481.49 1,402.79
SBI Overnight Fund - Direct Plan - growth - - - 38 3,351.78 0.13
L&T Liquid Fund - Direct Plan growth - - - 177,384 2,818.93 500.03
Aditya Birla Life Savings Fund - growth Direct Plan - - - 1,374,229 426.84 586.57
Nippon India Overnight - Direct growth Plan - - - 3,077,769 110.47 340.01
Quoted debentures
Kotak Non-Convertible Debentures - 2022 500 1,193,000.00 596.50 - - -
ICICI Home Finance Company Limited 700 542,050.00 379.44 - - -
Kotak Non-Convertible Debentures - 2021 - - - 500 1,110,800.00 555.40
Continued
59

12. CURRENT INVESTMENTS (Continued)
Quoted bonds
7.19% India Infrastructure Finance Company Limited 599,500 1,000.00 599.50 - - -
Quoted fixed maturity plan securities
Aditya Birla Sun Life FTP – Series PC Direct growth - - - 40,000,000 12.46 498.39
Aditya Birla Sun Life FTP – Series PH Direct growth - - - 20,000,000 12.40 247.91
ICICI Prudential Fixed Maturity Plan - - - 25,000,000 12.41 310.25
Kotak FMP Series 219 - - - 20,000,000 12.39 247.83
Nippon India Fixed Horizon Fund - - - 15,000,000 12.38 185.71
Unquoted inter corporate deposit
HDFC Limited * - - 1,000.00 - - 1,000.00
14,352.11 15,345.90
Aggregate value of quoted current investments 13,352.11 14,345.90
Aggregate value of unquoted current investments 1,000.00 1,000.00
Market value of quoted current investments 13,375.51 14,369.62
* These deposits earn a fixed rate of interest.
13. TRADE RECEIVABLES - BILLED (` million)
Non-current Current
Trade receivables - - 9,867.82 9,419.47
Allowances for doubtful receivables - - (186.34) (124.65)
- - 9,681.48 9,294.82
Credit impaired
Trade receivables - - 706.19 716.63
Allowance for doubtful receivables - - (706.19) (716.63)
- - - -
- - 9,681.48 9,294.82
Trade receivables ageing schedule
Outstanding for following periods from due date of payment
Less than 6 months More than

Particulars (31 March 2022) Not due 6 months to 1 year 1-2 years 2-3 years 3 years Total
Undisputed Trade receivables – considered good 5,685.37 3,799.72 157.51 123.11 55.73 42.60 9,864.04
Undisputed Trade receivables – credit impaired - - - 3.12 3.84 201.58 208.54
Disputed Trade receivables – considered good 0.50 3.27 - - - - 3.77
Disputed Trade receivables – credit impaired - - - 94.27 19.63 383.76 497.66
5,685.87 3,802.99 157.51 220.50 79.20 627.94 10,574.01
Expected credit loss (892.53)
5,685.87 3,802.99 157.51 220.50 79.20 627.94 9,681.48
60
CONSOLIDATED FINANCIAL STATEMENTS (` million)

Undisputed Trade receivables – credit impaired - - 3.16 29.91 18.19 182.63 233.89
Disputed Trade receivables – considered good 2.82 6.33 - 11.52 0.06 - 20.73
Disputed Trade receivables – credit impaired - 90.93 - 8.11 73.40 310.29 482.73
6,243.91 2,821.14 295.56 140.25 137.97 497.27 10,136.10
Expected credit loss (841.28)
6,243.91 2,821.14 295.56 140.25 137.97 497.27 9,294.82
Relationship with struck off companies
Nature of Transactions Balance

Name of struck off company (31 March 2022) transactions during the year outstanding Company Relationship
Metadata Technologies Private Limited* Receivables - 25.28 Mphasis Limited Customer
Name of struck off company (31 March 2021)
Metadata Technologies Private Limited* Receivables - 25.28 Mphasis Limited Customer
* The above amount have been fully provided for.
14. CASH AND CASH EQUIVALENTS

As at As at
31 March 2022 31 March 2021
In current accounts 7,475.29 5,756.60
Deposits with original maturity of less than 3 months 793.00 1,954.67
Cash on hand 0.18 0.17
8,268.47 7,711.44
15. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

Non-current Current
Deposits with remaining maturity of more than
12 months 161.18 593.75 - -
Deposits with remaining maturity of less than
12 months - - 1,229.71 2,980.44
Unclaimed dividend - - 22.50 23.88
161.18 593.75 1,252.21 3,004.32
Disclosed under other financial assets

(refer note 10) (161.18) (593.75) (26.31) (93.34)
- - 1,225.90 2,910.98
61

16. EQUITY SHARE CAPITAL (` million)
As at As at
31 March 2022 31 March 2021
Authorised share capital
245,000,000 (31 March 2021: 245,000,000) equity shares of ` 10 each 2,450.00 2,450.00
Issued, subscribed and fully paid-up shares
187,817,716 (31 March 2021: 187,042,033) equity shares of ` 10 each fully paid-up 1,878.18 1,870.42
Add: Amount originally paid-up on forfeited shares 0.07 0.07
Total issued, subscribed and fully paid-up share capital 1,878.25 1,870.49
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Number of ` million Number of ` million
shares shares
At the beginning of the year 187,042,033 1,870.42 186,535,807 1,865.36
Issue of shares upon exercise of stock options 775,683 7.76 505,526 5.05
Allotment of bonus shares earlier held in

abeyance * - - 700 0.01
Outstanding at the end of the year 187,817,716 1,878.18 187,042,033 1,870.42
* Consequent to resolution of a dispute over the title of shares, 700 bonus shares, which were earlier held in abeyance was released and
allotted to the claimant during the year ended 31 March 2021.
(b) Terms/rights and restrictions attached to equity shares.

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders at the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates
As at 31 March As at 31 March
2022 2021
BCP Topco IX Pte. Ltd (subsidiary of the ultimate holding company) *
104,799,642 (31 March 2021: Nil) equity shares of ` 10 each fully paid 1,048.00 -
Marble II Pte Ltd. (subsidiary of the ultimate holding company) **
Nil (31 March 2021: 104,799,577) equity shares of ` 10 each fully paid - 1,048.00
* The ultimate holding company is BCP Asia (SG) Mirror Holding Pte Ltd (refer note 33 for change in control)
** The ultimate holding company was Blackstone Capital Partners (Cayman II) VI L.P. (refer note 33 for change in control)
Shares held by promoters at the begining of the year
Promoter name No. of shares % of total shares

Marble II Pte Ltd. 104,799,577 56.03
% of change
Shares held by promoters at the end of the year
during the year

BCP Topco IX Pte. Ltd 104,799,642 55.80 100.00%
62

(d) Equity shares movement during five years immediately preceding 31 March 2022.
(i) Aggregate number of bonus shares and shares issued for consideration other than cash:
As at As at
31 March 2022 31 March 2021
Equity shares allotted as fully paid bonus shares by capitalization of retained
1,400 1,400
earnings
(ii) Equity shares extinguished / cancelled on buy back

a. On 2 June 2017, the Company completed the buyback of 17,370,078 fully paid-up equity shares of face value of ` 10 each
(“equity shares”), representing 8.26% of the total paid-up equity share capital of the Company, at a price of ` 635 per equity
share for an aggregate consideration of ` 11,030.00 million. The shares accepted by the Company under the buyback
scheme were extinguished on 7 June 2017 and the paid-up equity share capital of the Company has been reduced to that
extent. Subsequent to completion of buyback, the Company has transferred ` 173.70 million to Capital Redemption Reserve
representing face value of equity shares bought back.
b. On 28 December 2018, the Company completed the buyback of 7,320,555 fully paid-up equity shares of face value ` 10
each (“equity shares”), representing 3.79% of the total paid-up equity share capital of the Company, at a price of ` 1,350 per
equity share for an aggregate consideration of ` 9,882.75 million. In line with the requirements of the Companies Act, 2013,
an amount of ` 176.59 million, ` 743.89 million and ` 8,962.27 million has been utilized from securities premium, general
reserve and retained earnings respectively. The shares accepted under the buyback have been extinguished on 28 December
2018 and the paid-up equity share capital of the Company has been reduced to that extent. Subsequent to completion of the
buyback, the Company has transferred ` 73.21 million to the Capital Redemption Reserve representing face value of equity
shares bought back.
(iii) Number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash:
31 March 2022: nil (31 March 2021: nil).
(e) Details of shareholders holding more than 5% shares in the Company

Name of the shareholder Number of ` million Number of ` million
shares shares
BCP Topco IX Pte. Ltd 104,799,642 55.80 - -
Marble II Pte Ltd. - - 104,799,577 56.03
As per records of the Company, including its register of shareholders / members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
(f) Shares reserved for issue under options

For details of shares reserved for issue under the ESOP and RSU plan of the Company, refer note 17.
17. OTHER EQUITY (` million)
As at As at
31 March 2022 31 March 2021
Securities premium
Balance as per previous financial statements 596.40 266.18
Premium received on issue of shares on exercise of options 433.95 262.98
Transferred from share based payment reserve, on exercise of options 125.26 67.24
Closing balance 1,155.61 596.40
General reserve
Transfer from share based payments reserve 0.30 27.51
Closing balance 2,031.38 2,031.08
Continued
63

17. OTHER EQUITY (Continued) (` million)
As at As at
31 March 2022 31 March 2021
Retained earnings
Re-measurement gains / (losses) on defined benefit plans (160.28) (60.19)
Profit for the year 14,308.89 12,168.05
Allotment of bonus shares earlier held in abeyance - (0.01)
Transferred to Special Economic Zone re-investment reserve (650.66) (598.93)
Transferred from Special Economic Zone re-investment reserve 933.87 519.50
Less: Appropriations
Dividends 12,175.40 6,529.88
Total appropriations 12,175.40 6,529.88
Capital reserve
Closing balance 361.39 361.39
Capital redemption reserve

Share based payments reserve
Expense for the year 651.72 102.19
Transferred to securities premium on exercise of options (125.26) (67.24)
Transfer to general reserve (0.30) (27.51)
Special Economic Zone re-investment reserve
Transferred from retained earnings 650.66 598.93
Utilization during the year (933.87) (519.50)
Hedging reserve
Balance as per previous financial statements 606.55 (831.50)
Transactions during the year 1,408.58 2,512.52
Transfer to statement of profit and loss on maturity of the underlying hedges (1,003.24) (302.74)
Income tax effect on the above (141.06) (771.73)
Foreign currency translation reserve
Transactions during the year 833.29 (415.14)
Total other equity 67,553.06 63,396.61
Dividend on equity shares paid during the year ended 31 March 2022
The Board of Directors, at its meeting held on 13 May 2021 had proposed the final dividend of ` 65 per share for the year ended
31 March 2021.which was approved by the shareholders at the Annual General meeting held on 29 September 2021. This resulted in a
cash outflow of ` 12,175.40 million.
64

The Board of Directors, at its meeting held on 13 May 2020 had proposed the final dividend of ` 35 per share for the year ended 31 March
2020. The dividend proposed by the Board of Directors was approved by the shareholders in the Annual General meeting held on 23 July
2020. This resulted in a cash outflow of ` 6,529.88 million.
Employee Stock Option Plans - Equity settled
Employees Stock Option Plan‑1998 (the 1998 Plan)
The Company instituted the 1998 Plan for all eligible employees in pursuance of the special resolution approved by the shareholders in
the Annual General Meeting held on 31 July 1998. The 1998 Plan provides for the issuance of 3,720,000 options to eligible employees as
recommended by the ESOP Committee constituted for this purpose. In accordance with the 1998 Plan, the Committee has formulated
1998 Plan ‑ (Version I) and 1998 Plan ‑ (Version II) during the years 1998‑1999 and 1999‑2000 respectively.
1998 Plan – (Version I): Each option, granted under the 1998 Plan ‑ (Version I), entitles the holder thereof with an option to apply for and
be issued one equity share of the Company at an exercise price of ` 34.38 per share. The equity shares covered under these options vest
at various dates over a period ranging from six to sixty-six months from the date of grant based on the length of service completed by
the employee to the date of grant. The options are exercisable any time after their vesting period irrespective of continued employment
with the Group.
The movements in the options granted under the 1998 Plan ‑ (Version I) are set out below:
Year ended 31 March 2022 Year ended 31 March 2021

Weighted Average Weighted Average
1998 Plan (Version I) No. of options Exercise Price (`) No. of options Exercise Price (`)
Options outstanding at the beginning 47,000 34.38 47,000 34.38
Options outstanding at the end 47,000 34.38 47,000 34.38
Exercisable at the end 47,000 34.38 47,000 34.38
The options outstanding as at 31 March 2022 have an exercise price of ` 34.38 (31 March 2021: ` 34.38).
Employees Stock Option Plan - 2016 (the 2016 Plan)

Effective 4 November 2016, the Company instituted the 2016 Plan. The Board of Directors of the Company and the shareholders
approved the 2016 Plan at its meeting held on 27 September 2016 and 4 November 2016 respectively. The 2016 plan provides for the
issue of options to certain employees of the Company and its subsidiaries.
The 2016 Plan is administered by the Mphasis Employees Equity Reward Trust. As per the ESOP 2016 Plan, the stock options are
granted at the market price subject to a discount up to twenty per cent (20%) as may be determined by the Compensation Committee at
the time of Grant. The equity shares covered under these options vest over 60 months from the date of grant. The exercise period is sixty
months from the respective date of vesting or within six months from the resignation of the employee whichever is earlier.
The movements in the options under the 2016 plan are set out below:

No. of options Weighted Average No. of options Weighted Average
2016 Plan Exercise Price (`) Exercise Price (`)
Options outstanding at the beginning 3,803,951 591.76 4,308,911 575.97
Granted 853,275 3,397.00 232,500 810.61
Forfeited 89,303 1,624.73 219,832 649.21
Lapsed 1,940 523.20 12,102 702.31
Exercised 775,683 569.43 505,526 530.21
Options outstanding at the end 3,790,300 1,203.55 3,803,951 591.76
Exercisable at the end 2,420,910 558.93 2,325,323 554.24
The weighted average share price as at the date of exercise of stock option was ` 2,817.05 (31 March 2021: ` 1,488.17). The options
outstanding on 31 March 2022 have an exercise price ranging from ` 500.00 to ` 3,397.00 (31 March 2021: ` 500.00 to ` 980.00) and the
weighted average remaining contractual life of 4.61 years (31 March 2021: 4.67 years).
65

The weighted average fair value of stock options granted during the year was ` 1,314.77 (31 March 2021: ` 203.64). The Black-Scholes
valuation model has been used for computing the weighted average fair value considering the following inputs:

31 March 2022 31 March 2021
Weighted average share price on the date of grant (`) 3,306.18 816.77
Exercise Price (`) 3,397.00 803.00 to 980.00
Expected Volatility 34.47% to 35.97% 35.07% to 39.17%
Life of the options granted in years 1-10 years 1-10 years
Average risk-free interest rate 6.34% to 6.36% 5.82% to 6.10%
Expected dividend rate 2.07% 2.93% to 3.57%
Total employee compensation cost pertaining to 2016 Plan during the year is ` 236.25 million (31 March 2021: ` 102.19 million.)
Additionally, under the existing ESOP 2016 Plan, during the current year the Company granted 285,337 options to the key management
personnel.
Restricted Stock Unit Plan-2021 (‘RSU Plan-2021’)
Effective 22 October 2021, the Company instituted the Restricted Stock Unit Plan-2021. The Board and the shareholders of the Company
approved RSU Plan-2021 on 22 October 2021. The RSU Plan-2021 provides for the issue of restricted units to employees and directors
of the Company and its subsidiaries.
The RSU Plan-2021 is administered by the Mphasis Employees Equity Reward Trust. Each unit, granted under the RSU Plan-2021,
entitles the holder thereof with an option to apply for and be issued one equity share of the Company at an exercise price of ` 10.00
per share. The equity shares covered under this plan vest over a period ranging from twelve to sixty months from the date of grant. The
exercise period is sixty months from the respective date of vesting or within six months from the resignation of the employee whichever
is earlier.
Pursuant to the approvals obtained from the Board of Directors and the Shareholders of the Company, during the current year, the
Company has adopted a new Restricted Units Plan, 2021 (‘RSU 2021’) under which a total of 3,000,000 RSUs can be granted to the
eligible employees of the Company and its subsidiaries. Under this plan, 1,075,188 RSU’s have been granted to the eligible employees
of the Company and its subsidiaries. Of this, the key management personnel were issued 359,189 RSU’s.
The movements in the units under the RSU Plan-2021 are set out below:
Year ended 31 March 2022

Weighted Average
RSU 2021 Plan No. of options Exercise Price (`)
Granted 1,075,188 10.00
Forfeited 38,370 10.00
Options outstanding at the end 1,036,818 10.00
There has been no exercise of units during the year. The options outstanding on 31 March 2022 have an exercise price ranging of ` 10.00
and the weighted average remaining contractual life of 8.19 years.
The weighted average fair value of stock options granted during the year was ` 2,971.23. The Black-Scholes valuation model has been
used for computing the weighted average fair value considering the following inputs:
Year ended
RSU 2021 Plan 31 March 2022
Weighted average share price on the date of grant (`) 3,306.24
Exercise Price (`) 10.00
Expected Volatility 34.47% to 35.97%
Life of the options granted in years 1-10 years
Average risk-free interest rate 6.34% to 6.36%
Expected dividend rate 2.07%
Total employee compensation cost pertaining to RSU Plan-2021 during the year is ` 415.47 million.
66

18. OTHER FINANCIAL LIABILITIES (` million)
Non-current Current
Salary related costs 109.87 15.58 4,523.51 2,826.18
Capital creditors - - 127.45 82.06
Other payables 0.87 1.05 324.79 219.69
Contingent consideration payable 936.56 - 1,063.25 38.43
Unclaimed dividend * - - 22.50 23.88
Derivative liabilities 12.22 23.06 69.86 89.68
1,059.52 39.69 6,131.36 3,279.92
* Unclaimed dividends when due, shall be credited to Investor Protection and Education fund.
19. EMPLOYEE BENEFIT OBLIGATIONS

Non-current Current
Provision for gratuity [refer note 38 (a)] 1,183.82 727.68 - -
Provision for employee compensated absences - - 1,188.23 970.11
1,183.82 727.68 1,188.23 970.11
20. OTHER LIABILITIES

Non-current Current
Unearned revenue - - 1,158.83 1,148.02
Statutory dues - 562.53 1,802.86 1,622.20
- 562.53 2,961.69 2,770.22
21. BORROWINGS
Non-current Current
Pre-shipment loan from bank (unsecured) * - - 2,530.00 1,881.10
Loan from Citibank (unsecured) ** - - 2,742.42 3,253.40
- - 5,272.42 5,134.50
As at As at
31 March 2022 31 March 2021
Cash flow movement 32.30 (408.71)
Non-cash changes relating to foreign exchange 105.62 (169.64)
movements
* Pre-shipment loan in foreign currency amounting to ` nil (31 March 2021: ` 731.10 million interest @ LIBOR plus 0.43% p.a.).
* Pre-shipment loans of ` 2,530.00 million (31 March 2021: ` 1,150.00 million) carries interest ranging from 4.00% to 4.15% (31 March
2021: 4.10%). The loans are repayable over the period from 22 April 2022 to 16 August 2022.
67

** Loans from Citibank carries interest @ LIBOR plus ranging from 0.94% to 1.60% (31 March 2021: LIBOR plus ranging from 0.65% to
0.85%) p.a. The loans are repayable over the period from 11 April 2022 to 14 June 2022. The loan is availed by a wholly owned subsidiary
and the Company has issued a corporate guarantee towards the same.
Refer note 40 for the Group’s exposure to interest rate, foreign currency and liquidity risks.
22. TRADE PAYABLES (` million)

Non-current Current
Outstanding dues to micro and small
enterprises ('MSME')* - - 18.41 13.59
Outstanding dues to creditors other than micro
and small enterprises - - 8,477.51 5,950.37
- - 8,495.92 5,963.96
* MSME as per the Micro, Small and Medium Enterprises Development Act, 2006
Trade payables ageing schedule

Less than More than Accrued
Particulars Not due 1 year 1 to 2 years 2 to 3 years 3 years expenses Total
31 March 2022
MSME 13.18 0.43 - - 4.47 - 18.08
Others 1,727.64 627.96 8.70 8.40 54.52 6,033.26 8,460.48
Disputed dues MSME - - - - 0.33 - 0.33
Disputed dues others - - 0.64 13.95 2.44 - 17.03
1,740.82 628.39 9.34 22.35 61.76 6,033.26 8,495.92
31 March 2021
MSME 8.79 0.08 - - 4.72 - 13.59
Others 1,062.84 237.74 11.29 2.18 52.60 4,566.69 5,933.34
Disputed dues MSME - - - - - - -
Disputed dues others - 0.64 13.95 0.31 2.13 - 17.03
1,071.63 238.46 25.24 2.49 59.45 4,566.69 5,963.96

Name of struck off company transactions during the year outstanding Company Relationship
31 March 2022
Human Interface Consulting
India Pvt Ltd Payables - 0.56 Mphasis Limited Vendor
Webaxyz IT Consulting (Opc) Msource (India) Private
Private Limited Payables - 0.01 Limited Vendor
31 March 2021
Human Interface Consulting
India Pvt Ltd Payables - 0.56 Mphasis Limited Vendor
Webaxyz IT Consulting (Opc) Msource (India) Private
Private Limited Payables - 0.01 Limited Vendor

68

23. PROVISIONS (` million)
Non-current Current
Provisions - - 1,083.77 458.56
- - 1,083.77 458.56
As at As at
31 March 2022 31 March 2021
Additions 645.05 390.70
Utilised / paid (19.84) -
Translation exchange differences - (0.44)
Current 1,083.77 458.56
24. TAXES
Income tax expenses in the statement of profit and loss consist of the following:

31 March 2022 31 March 2021
Taxes
Current taxes 4,859.65 4,094.30
Deferred taxes (39.54) 43.73
Total taxes 4,820.11 4,138.03
Under the Indian Income Tax Act, 1961, the Company is liable to pay Minimum Alternate Tax (‘MAT’) in the tax holiday period if the tax
payable under normal provisions is less than tax payable under MAT. Excess tax paid under MAT over tax under normal provision paid
can be carried forward for a period of 15 years and can be set off against the future tax liabilities.
The Company has units at Bengaluru, Hyderabad, Chennai and Pune registered as Special Economic Zone (‘SEZ’) units which are
entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961. The Group also has STPI units at Bengaluru, Pune and other
locations which are registered as a 100 percent Export Oriented Unit, which were earlier entitled to a tax holiday under Section 10B /
10A of the Income Tax Act, 1961.
A portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export
operations from undertakings situated in an SEZ. Under the Special Economic Zone Act, 2005, units in designated special economic
zones providing service on or after 1 April 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export
of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five
years. The tax benefits are also available for a further five years post initial ten years subject to the creation of SEZ Reinvestment Reserve
which is required to be spent within 3 financial years in accordance with the requirements of the tax regulations in India.
The interest / dividend income from certain category of investments is exempt from tax. The difference between the reported income
tax expense and income tax computed at statutory tax rate is primarily attributable to income exempt from tax, reversal of tax expense
pertaining to previous years (net), deductions including Provision to Return adjustments and tax effect on allowances / disallowances
(net) and tax differentials on income from capital gains etc and difference in tax rates between India and the other geographies where
the Group operates.
The Group is also subject to tax on income attributable to its permanent establishment in certain foreign jurisdictions due to operation
of its foreign branches.
Mphasis Limited and certain entities in the Group have entered into international and specified domestic transactions with its associated
enterprises within the meaning of section 92B and section 92BA respectively of the Income Tax Act, 1961. The Group is of the view that
all the aforesaid transactions have been made at arms’ length terms.
Deferred tax for the year ended 31 March 2022 and 31 March 2021 relates to origination and reversal of temporary differences.
69

Reconciliation of taxes to the amount computed by applying the statutory income tax rate to the income before taxes is summarized
below:
(` million)

31 March 2022 31 March 2021
Applicable tax rates in India 34.944% 34.944%
Computed tax charge (A) 6,684.44 5,698.00
Tax effect on exempt operating income (1,738.42) (1,390.39)
Tax effect on exempt non - operating income (15.06) (15.06)
Tax effect on non - deductible expenses 122.02 102.12
Tax effect on differential domestic/overseas tax rate and other disallowances 219.12 253.27
Reversal of tax expenses pertaining to prior period * (351.02) (469.60)
Others, net (100.97) (40.31)
Total adjustments (B) (1,864.33) (1,559.97)
Total tax expenses (A+B) 4,820.11 4,138.03
* Income tax expense for the years ended 31 March 2022 and 31 March 2021 includes reversal (net of provisions) of ` 351.02 million and
` 469.60 million, respectively.
Non-current Current
Income tax assets (net)
Advance income-tax
(net of provision for taxation) 5,309.34 5,496.40 - -
5,309.34 5,496.40 - -
Income tax liabilities (net)
Provision for taxation 227.89 242.25 2,560.39 1,553.58
227.89 242.25 2,560.39 1,553.58
Net income tax asset 2,521.06 3,700.57
Deferred tax asset amounting to ` 740.26 million and ` 785.62 million in relation to carry forward losses in various subsidiaries has not
been recorded during the years ended 31 March 2022 and 31 March 2021 respectively. The underlying losses carried forward do have a
scheduled expiry date including jurisdictions that allow indefinite carry forward.
Deferred tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated
with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future. Accordingly, deferred tax liabilities on cumulative earnings of subsidiaries
and branches amounting to ` 17,132.71 million and ` 15,181.82 million as of 31 March 2022 and 31 March 2021, respectively have not
been recognized. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed
earnings.
The tax effects of significant temporary differences that resulted in deferred tax assets and liabilities are as follows:
Deferred tax asset (net)
Property, plant and equipment and other intangible assets 369.45 279.56
Provision for doubtful debts and advances 370.47 318.48
Provision for employee benefits 753.98 526.42
On carried forward long term capital loss 11.70 40.82
Derivative (assets) / liabilities (465.53) (324.46)
Others 576.04 419.90
1,616.11 1,260.72
Continued
70

24. TAXES (Continued) (` million)
Deferred tax liabilities (net)
Provision for doubtful debts and advances - (11.26)
On net operating losses (83.29) (319.11)
Others 5.51 90.44
718.22 342.86
Net Deferred tax asset 897.89 917.86
Significant components of net deferred tax assets and liabilities are as follows:
As at Statement of As at
1 April 2021 Profit and loss OCI Others 31 March 2022
Property, plant and equipment and other intangible assets 279.56 89.89 - - 369.45
Provision for doubtful debts and advances 318.48 51.99 - - 370.47
Provision for employee benefits 526.42 141.93 85.63 - 753.98
On carried forward long term capital loss 40.82 (29.12) - - 11.70
Derivative (assets) / liabilities (324.46) (0.01) (141.06) - (465.53)
Others 419.90 156.14 - - 576.04
1,260.72 410.82 (55.43) - 1,616.11
Deferred tax liabilities (net)
Provision for doubtful debts and advances (11.26) 11.26 - - -
On net operating losses (319.11) 235.82 - - (83.29)
Others 90.44 (89.01) - 4.08 5.51
342.86 371.28 - 4.08 718.22
Total 917.86 39.54 (55.43) (4.08) 897.89
Deferred Tax Asset (net)
Property, plant and equipment and other intangible assets 312.91 (33.35) - - 279.56
Provision for employee benefits 572.74 (77.11) 30.79 - 526.42
Provision for loss on long-term contract 16.23 (16.23) - - -
Derivative (assets) / liabilities 447.27 - (771.73) - (324.46)
MAT credit entitlement 261.52 - - (261.52) -
Others 271.42 147.15 - 1.33 419.90
2,157.46 104.39 (740.94) (260.19) 1,260.72
Deferred Tax Liabilities (net)
Property, plant and equipment and other intangible assets 664.51 (139.14) - 57.42 582.79
Provision for doubtful debts and advances (0.27) (10.99) - - (11.26)
On net operating losses (736.44) 417.33 - - (319.11)
Others 209.52 (119.08) - - 90.44
137.32 148.12 - 57.42 342.86
Total 2,020.14 (43.73) (740.94) (317.61) 917.86
71

25. REVENUE FROM OPERATIONS (` million)
31 March 2022 31 March 2021
Sale of services 118,611.20 96,920.37
Profit / (loss) on cash flow hedges reclassified to revenue 1,003.24 302.74
119,614.44 97,223.11
Information in relation to revenue disaggregation is disclosed in note 35 and 36.
Reconciliation of revenue recognised with contracted price is as follows:

31 March 2022 31 March 2021
Contracted price 120,150.17 98,786.01
Reductions towards variable consideration components * (1,538.97) (1,865.64)
Revenue as per statement of profit and loss 118,611.20 96,920.37
* The reduction towards variable consideration comprises of discounts, amortization of contract acquisition cost, etc.
A. Contract balances
The following table discloses the movement in contract assets:
31 March 2022 31 March 2021
Revenue recognized during the year 1,467.37 404.08
Invoiced during the year (391.27) (186.23)
Exchange gain / (loss) 5.53 (1.05)
The following table discloses the movement in unearned revenue balances:

31 March 2022 31 March 2021
Revenue recognised that was included in the unearned revenue balance at the
(1,141.83) (933.73)
beginning of the year
Increase due to invoicing during the year, excluding amounts recognised as revenue
1,130.48 970.46
during the year
Exchange (gain) / loss 22.16 (24.62)
B. Remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as
revenue as at the end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue.
Unsatisfied or partially satisfied performance obligations are subject to variability due to several factors such as termination, changes in
contract scope, re-validation of estimates and economic factors.
Applying the practical expedient as given in Ind AS 115, the Group has not disclosed the remaining performance obligation related
disclosures for contracts where the revenue recognized corresponds directly with the value transferred to the customer, typically those
contracts where invoicing is on time and material, unit price basis and fixed monthly billing.
The aggregate value of performance obligations that are completely or partially unsatisfied as of 31 March 2022 is ` 17,260.00 million (31
March 2021: ` 13,786.00 million). Out of this, the Group expects to recognize revenue of around 45% (31 March 2021: 40%) within the
next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty
since, based on current assessment, the occurrence of the same is expected to be remote.
72

26. OTHER INCOME (` million)
31 March 2022 31 March 2021
Interest income on
Bank deposits 147.52 149.44
Long term bonds 104.53 48.37
Others 100.41 90.03
Net gain on investments measured at FVTPL * 754.84 839.28
Foreign exchange gain, (net) 485.46 92.99
Profit on sale of fixed assets, (net) 4.97 4.31
Miscellaneous income 6.77 105.03
1,604.50 1,329.45
* includes profit on sale of investments amounting to ` 1,099.60 million (31 March 2021: ` 703.62 million).
27. EMPLOYEE BENEFITS EXPENSE

31 March 2022 31 March 2021
Salaries and bonus 64,016.21 52,303.85
Contribution to provident and other funds 5,122.09 3,595.47
Employee share based payments 651.72 102.19
Staff welfare expenses 554.99 296.35
70,345.01 56,297.86
28. FINANCE COSTS

31 March 2022 31 March 2021
Interest expense on borrowings 279.42 126.80
Interest expense on lease liabilities 464.61 493.27
Exchange difference to the extent considered as an adjustment to borrowing costs - 14.08
744.03 634.15
29. DEPRECIATION AND AMORTIZATION EXPENSE

31 March 2022 31 March 2021
Depreciation of property, plant and equipment (refer note 3) 863.80 685.62
Amortization of intangible assets (refer note 7) 575.87 297.60
Depreciation of right-of-use assets (refer note 4) 1,467.85 1,434.66
2,907.52 2,417.88
73

30. OTHER EXPENSES (` million)
31 March 2022 31 March 2021
Subcontracting charges 17,169.50 13,113.19
Legal and professional charges 2,798.13 2,742.26
Software support and annual maintenance charges 2,687.23 1,901.65
Facility expenses 624.04 704.34
Travel 856.17 753.61
Communication expenses 656.86 818.71
Recruitment expenses 1,453.82 836.00
Power and fuel 248.84 261.35
Insurance 211.35 167.99
Rates and taxes 93.20 94.14
Repairs and maintenance - others 137.59 104.72
Corporate Social Responsibility expense 294.59 268.95
Miscellaneous expenses 755.17 877.87
28,093.38 22,896.59
31. EARNINGS PER SHARE (‘EPS’)

Reconciliation of basic and diluted shares used in computing earnings per share:
31 March 2022 31 March 2021
Profit for the year (` in million) 14,308.89 12,168.05
Number of weighted average shares considered for calculation of basic earnings per share 187,349,367 186,674,485
Add: Dilutive effect of stock options 1,901,005 2,182,847
Number of weighted average shares considered for calculation of diluted earnings per share 189,250,372 188,857,332
Earnings per equity share (par value ` 10 per share)
Basic 76.38 65.18
Diluted 75.61 64.43
32. CONTINGENT LIABILITIES AND COMMITMENTS

a. The Group has disputes with income tax authorities in India and other jurisdictions where they operate. The ongoing disputes pertain
to various assessment years from 2002-03 to 2018-19. The matters under dispute pertain to transfer pricing, tax treatment of certain
expenses claimed as deductions, or allowances, characterization of fees for services paid and applicability of withholding taxes etc.
Claims against the Group in relation to direct taxes and transfer pricing matters not acknowledged as debts amount to ` 13,466.15
million (31 March 2021: ` 8,840.17 million). Claims against the Group in relation to indirect tax matters not acknowledged as debts
amount to ` 191.89 million (31 March 2021: ` 192.92 million).
In relation to other tax demands not included above, the Group has furnished bank guarantees amounting to ` 6,661.95 million (31
March 2021: ` 6,661.95 million). These demands are being contested by the Group based on management evaluation, advice of tax
consultants and legal advice obtained. No provision has been made in the books of accounts. The Group has filed appeals against
such orders with the appropriate authorities.
The Group has received notices and inquiries from income tax authorities related to the Group’s operations in the jurisdictions
it operates in. The Group has evaluated these notices, responded appropriately and believes there are no financial statement
implications as on date.
b. Other outstanding bank guarantees as at 31 March 2022: ` 195.66 million (31 March 2021: ` 194.98 million) pertains to guarantees
issued on behalf of the Group to regulatory authorities.
74

c. In addition to the above matters, the Group has other claims not acknowledged as debts amounting to ` 489.82 million (31 March
2021: ` 800.15 million).
There has been a Supreme Court judgement dated 28 February 2019, relating to components of salary structure that need to be
taken into account while computing the contribution to provident fund under the Provident Fund Act, 1952. However, considering
that there are numerous interpretative issues relating to this judgment, including the effective date of the application, and based on
expert advice obtained, the Group is unable to reasonably estimate the expected impact of the Supreme Court decision. The Group
will continue to assess any further developments in this matter for the implications on financial statements, if any.
d. Estimated amounts of contracts remaining to be executed on capital account (net of advances) and not provided for as at 31 March
2022: ` 324.43 million (31 March 2021: ` 241.62 million).
33. RELATED PARTY TRANSACTIONS

In accordance with the requirements of Indian Accounting Standard (Ind AS) -24 ‘Related Party Disclosures’ the names of the related
party where control exists/able to exercise significant influence along with the aggregate transactions and year-end balances are
given below.
Change in control
For the period upto 9 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.
Entities where control exists

BCP Asia (SG) Mirror Holding Pte Ltd Ultimate holding company (from 10 August 2021)
BCP Topco IX Pte. Ltd Holding company (from 10 August 2021)
Blackstone Capital Partners (Cayman II) VI L.P. Ultimate holding company (upto 9 August 2021)
Blackstone Capital Partners (Singapore) VI Holding Co Pte Ltd Intermediate holding company (upto 9 August 2021)
Marble I Pte Ltd. Intermediate holding company (upto 9 August 2021)
Marble II Pte Ltd. Holding company (upto 9 August 2021)
Post-employment benefit trusts of the Group
Mphasis Group Employees Provident Fund Trust
Mphasis Limited Employees Group Gratuity Fund Trust
Msource India Pvt Ltd Employees Group Gratuity Fund Trust
Digital Risk Mortgage Services LLC Employees Group Gratuity Scheme
Key management personnel
Davinder Singh Brar Independent Director and Chairman of the Board

Narayanan Kumar Independent Director
Jan Kathleen Hier Independent Director
David Lawrence Johnson Director
Marshall Jan Lux Director
Amit Dixit Director
Amit Dalmia Director
Maureen Anne Erasmus Independent Director – Appointed w.e.f. 20 December 2021
Kabir Mathur Director – Appointed w.e.f. 20 December 2021
Pankaj Sood Director – Appointed w.e.f. 20 December 2021
Courtney Della Cava Director – Appointed w.e.f. 20 December 2021
Paul James Upchurch Director – Resigned w.e.f. 31 December 2020
Chief Executive Officer and Executive Director till 30 September 2021
Nitin Rakesh
Chief Executive Officer and Managing Director w.e.f. 1 October 2021
Manish Dugar Chief Financial Officer – Appointed w.e.f. 15 May 2020
V. Suryanarayanan Executive Vice President & Chief Financial Officer – superannuated w.e.f. 14 May 2020
Subramanian Narayan Senior Vice President & Company Secretary
75
The following is the summary of transactions with related parties by the Group: (` million)

31 March 2022 31 March 2021
Dividend paid (on cash basis) 6,131.00 3,301.75
BCP Topco IX Pte. Ltd [net of withholding taxes amounting to ` 681.20 (31 March 2021: ` nil)] 6,130.78 -
Marble II Pte Ltd. [net of withholding taxes amounting to ` nil (31 March 2021: ` 366.80)] - 3,301.19
Others 0.22 0.56
Remuneration / Commission to key management personnel * 466.49 189.26
Nitin Rakesh 351.40 115.96
Others 115.09 73.30
* This does not include remuneration paid to certain directors by the ultimate holding company and its affiliates as they are not employees of
the Group. Post-employment benefit comprising gratuity and compensated absences have not been disclosed as these are determined for the
Group as a whole.
Marble II Pte Ltd. (‘Marble’) (being the erstwhile Promoter of the Company) has covered certain identified employees of the Group under an
Exit Return Incentive Plan (‘the ERI Plan’) of Marble, under which Marble could make direct payments upon satisfaction of specified conditions
therein, at Marble’s discretion. The ERI Plan was approved by the Board of Directors of the Company on 25 May 2017 and the shareholders of the
Company at the Annual General Meeting held on 26 July 2017, as required under Regulation 26(6) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no financial impact / burden to the Company for the payments to
be made pursuant to the ERI Plan by Marble. Marble has, since its exit as a shareholder of the Company, made payments of ` 701.90 million in
aggregate under the ERI Plan to the key management personnel of the Group.
BCP Topco IX Pte. Ltd. (‘Topco’) being the holding company and the promoter of the Company, through its related entities –BCP Asia (SG) Mirror
Holding Pte Ltd and BCP Asia Mirror CYM Ltd (“Cayco”), has covered certain identified employees of the Group under the Exit Return Incentive
Plan, 2021 (‘ERI 2021’), under which direct payments will be made upon satisfaction of specified conditions therein, at their discretion. The ERI
2021 Plan was approved by the Board of Directors of the Company on 31 August 2021 and the shareholders of the Company at the Annual
General Meeting held on 29 September 2021, as required under Regulation 26(6) the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. There is no financial impact / burden to the Group for the payments to be made pursuant to
ERI 2021.
Expenses incurred on behalf of related parties

Marble II Pte. Limited
` 835.00 million represents the amounts paid by Marble under the ERI Plan that was payable to certain identified persons on the payroll
of Mphasis Corporation and was routed through Mphasis Corporation (on behalf of Marble) on account of requirements under applicable
US tax laws. Mphasis Corporation passed on the requisite payments to these identified persons (on behalf of Marble) net of applicable
US taxes and deposited the requisite taxes with the relevant US tax authorities. The payments under the ERI Plan neither form part of the
remuneration payable by the Group to these persons, nor was there any financial burden on the Group on account of this arrangement.
The balances payable to related parties are as follows:

As at As at
31 March 2022 31 March 2021
Remuneration / Commission payable to key management personnel 41.55 6.47
Davinder Singh Brar 1.46 1.49
Narayanan Kumar 1.34 1.34
David Lawrence Johnson 1.18 1.20
Jan Kathleen Hier 1.24 1.27
Marshall Lux 35.23 1.17
Maureen Anne Erasmus 1.10 -
76

34. Additional information pursuant to para 2 of general instructions for the preparation of the Consolidated
Financial Statements for years ended 31 March 2022 and 31 March 2021.
Consolidated Consolidated Consolidated total
31 March 2022 net assets profit or loss Consolidated OCI Comprehensive income
Name of the entity Percentage ` million Percentage ` million Percentage ` million Percentage ` million
Parent
Mphasis Limited 42.52% 44,476.51 58.98% 12,352.53 134.43% 105.49 59.26% 12,458.02
Indian subsidiaries
Msource (India) Private Limited 9.46% 9,899.19 0.62% 129.58 -0.19% (0.15) 0.62% 129.43
Mphasis Software and Services (India)
Private Limited 1.78% 1,865.41 0.29% 60.70 0.00% - 0.29% 60.70
Foreign subsidiaries
Mphasis Corporation 8.98% 9,395.93 4.77% 997.87 43.15% 33.86 4.91% 1,031.73
Mphasis Deutschland GmbH -0.33% (343.53) -0.62% (128.97) 6.31% 4.95 -0.59% (124.02)
Mphasis Australia Pty Limited -0.12% (125.37) -0.73% (151.75) -4.14% (3.25) -0.74% (155.00)
Mphasis (Shanghai) Software &
Services Company Limited 0.13% 131.02 -0.26% (55.19) 12.51% 9.82 -0.22% (45.37)
Mphasis Consulting Limited 0.63% 658.89 0.04% 8.57 7.49% 5.88 0.07% 14.45
Mphasis Ireland Limited 0.06% 61.34 0.03% 5.20 -1.43% (1.12) 0.02% 4.08
Mphasis Belgium BV 0.83% 864.63 0.22% 46.09 -21.86% (17.15) 0.14% 28.94
Mphasis Poland s.p.z.o.o -0.01% (6.03) -0.01% (2.22) 0.18% 0.14 -0.01% (2.08)
Msource Mauritius Inc. 0.60% 626.45 0.00% (0.83) 0.00% - 0.00% (0.83)
PT. Mphasis Indonesia 0.00% (1.45) 0.00% (0.07) -0.09% (0.07) 0.00% (0.14)
Mphasis Europe BV 11.26% 11,778.66 0.14% 29.89 -7.37% (5.78) 0.12% 24.11
Mphasis Pte Limited 0.71% 739.08 0.21% 43.41 25.92% 20.34 0.30% 63.75
Mphasis Infrastructure Services Inc. -1.40% (1,462.53) -0.48% (99.82) -62.29% (48.88) -0.71% (148.70)
Mphasis UK Limited 9.90% 10,350.77 -0.90% (188.57) -3.07% (2.41) -0.91% (190.98)
Mphasis Wyde Inc. 11.18% 11,694.30 8.12% 1,699.78 -189.82% (148.95) 7.38% 1,550.83
Mphasis Philippines Inc. 0.01% 5.21 -0.03% (6.81) -0.23% (0.18) -0.03% (6.99)
Wyde Corporation Inc. -0.93% (972.09) 0.29% 60.15 -49.50% (38.84) 0.10% 21.31
Mphasis Wyde SASU -0.86% (904.29) -0.43% (89.15) 23.84% 18.71 -0.34% (70.44)
Wyde Solutions Canada Inc. -0.07% (71.18) 0.17% 35.58 -6.51% (5.11) 0.15% 30.47
Digital Risk LLC. 0.69% 722.48 15.50% 3,247.01 -92.88% (72.88) 15.10% 3,174.13
Digital Risk Mortgage Services LLC. 5.10% 5,337.93 14.89% 3,117.41 296.37% 232.56 15.94% 3,349.97
Investor Services, LLC 0.71% 744.83 0.00% (0.02) 33.59% 26.36 0.13% 26.34
Digital Risk Valuation Services LLC. -1.23% (1,283.89) 0.00% (0.02) -57.91% (45.44) -0.22% (45.46)
Stelligent Systems LLC. -0.18% (186.23) -0.08% (16.86) -9.09% (7.13) -0.11% (23.99)
Datalytyx Limited 0.13% 139.93 -0.91% (189.78) 3.85% 3.02 -0.89% (186.76)
Datalytyx MSS Limited 0.01% 15.18 0.00% (0.24) -0.23% (0.18) 0.00% (0.42)
Dynamyx Limited 0.01% 8.60 -0.07% (13.75) -0.27% (0.21) -0.07% (13.96)
Mphasis Digi Information Technology
Services (Shanghai) Limited 0.02% 21.99 -0.01% (1.87) 1.10% 0.86 -0.01% (1.01)
Blink Interactive, Inc 0.43% 452.16 0.49% 102.04 17.77% 13.94 0.55% 115.98
Mrald Limited 0.00% (0.02) 0.00% (0.02) 0.00% - 0.00% (0.02)
Mrald Services Limited -0.04% (46.35) -0.22% (46.62) 0.34% 0.27 -0.22% (46.35)
Mphasis Solutions Services
Corporation 0.00% 3.79 0.00% - 0.00% - 0.00% -
Total foreign subsidiaries 46.23% 48,350.21 40.11% 8,400.44 -34.24% (26.87) 39.84% 8,373.57
Sub total 100.00% 104,591.32 100.00% 20,943.25 100.00% 78.47 100.00% 21,021.72
Adjustment arising out of
consolidation (35,160.01) (6,634.36) 858.82 (5,775.54)
Total 69,431.31 14,308.89 937.29 15,246.18
77

Consolidated Consolidated Consolidated total
31 March 2021 net assets profit or loss Consolidated OCI Comprehensive income
Name of the entity Percentage ` million Percentage ` million Percentage ` million Percentage ` million
Parent
Mphasis Limited 42.96% 43,100.46 90.72% 11,103.62 85.35% 1,384.48 90.09% 12,488.10
Indian subsidiaries
Msource (India) Private Limited 9.74% 9,769.76 2.65% 324.22 -0.34% (5.54) 2.30% 318.68
Mphasis Software and Services (India)
Private Limited 1.80% 1,804.71 0.42% 51.68 0.00% - 0.37% 51.68
Foreign subsidiaries
Mphasis Corporation 8.34% 8,364.20 3.28% 401.73 -4.03% (65.32) 2.43% 336.41
Mphasis Deutschland GmbH -0.22% (219.50) -0.87% (106.70) -0.16% (2.62) -0.79% (109.32)
Mphasis Australia Pty Limited 0.03% 29.64 -2.74% (335.32) 2.73% 44.28 -2.10% (291.04)
Services Company Limited 0.18% 176.40 -0.24% (29.76) 0.55% 8.97 -0.15% (20.79)
Mphasis Consulting Limited 0.64% 644.44 -0.14% (17.28) 1.72% 27.97 0.08% 10.69
Mphasis Ireland Limited 0.06% 57.26 0.01% 1.11 0.12% 1.95 0.02% 3.06
Mphasis Belgium BV 0.83% 835.67 1.08% 132.07 1.53% 24.89 1.13% 156.96
Mphasis Poland s.p.z.o.o 0.00% (3.95) -0.01% (0.76) 0.00% (0.04) -0.01% (0.80)
Msource Mauritius Inc. 0.63% 627.28 -0.01% (0.58) 0.00% (0.03) 0.00% (0.61)
PT. Mphasis Indonesia 0.00% (1.31) 0.00% (0.47) 0.00% (0.05) 0.00% (0.52)
Mphasis Europe BV 11.72% 11,754.55 0.24% 28.85 0.60% 9.67 0.28% 38.52
Mphasis Pte Limited 0.67% 675.33 0.53% 64.70 0.90% 14.54 0.57% 79.24
Mphasis Infrastructure Services Inc. -1.31% (1,313.83) -0.16% (19.07) 2.81% 45.55 0.19% 26.48
Mphasis UK Limited 10.51% 10,541.74 -2.54% (310.74) 5.11% 82.85 -1.64% (227.89)
Mphasis Wyde Inc. 10.11% 10,143.46 -1.58% (193.21) 9.14% 148.32 -0.32% (44.89)
Mphasis Philippines Inc. 0.01% 12.20 -0.04% (4.80) 0.02% 0.29 -0.03% (4.51)
Wyde Corporation Inc. -0.99% (993.42) -0.48% (58.94) 2.13% 34.54 -0.18% (24.40)
Mphasis Wyde SASU -0.83% (833.85) 0.60% 72.87 -2.02% (32.68) 0.29% 40.19
Wyde Solutions Canada Inc. -0.10% (101.66) 0.06% 7.31 -0.56% (9.06) -0.01% (1.75)
Digital Risk LLC. -0.20% (196.69) -3.64% (445.40) 3.51% 56.85 -2.80% (388.55)
Digital Risk Mortgage Services LLC. 5.75% 5,768.30 14.02% 1,716.05 -10.85% (176.06) 11.11% 1,539.99
Investor Services, LLC 0.72% 718.49 0.00% (0.01) -1.55% (25.11) -0.18% (25.12)
Digital Risk Valuation Services LLC. -1.23% (1,238.43) 0.00% (0.05) 2.67% 43.28 0.31% 43.23
Stelligent Systems LLC. -0.16% (162.24) -0.43% (52.87) 0.26% 4.29 -0.35% (48.58)
Datalytyx Limited 0.33% 326.69 -0.70% (86.00) 0.32% 5.19 -0.58% (80.81)
Datalytyx MSS Limited 0.02% 15.59 -0.02% (1.85) 0.02% 0.35 -0.01% (1.50)
Dynamyx Limited 0.02% 22.56 0.00% (0.44) 0.03% 0.44 0.00% -
Total foreign subsidiaries 45.50% 45,648.92 6.21% 760.44 14.99% 243.25 7.24% 1,003.69
Sub total 100.00% 100,323.85 100.00% 12,239.96 100.00% 1,622.19 100.00% 13,862.15
Adjustment arising out of
consolidation (35,056.75) (71.91) (659.47) (731.38)
Total 65,267.10 12,168.05 962.72 13,130.77
78

35. 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 year, 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.
The accounting policies consistently used in the preparation of financial statements are also applied to record revenue and expenditure
in individual segments. Revenues and direct expenses in relation to segments are categorised based on items that are individually
identifiable to that segment, while other items, wherever allocable, are apportioned to the segments on an appropriate basis. Certain
items are not specifically allocable to individual segments as the underlying services are used interchangeably. The Group, therefore,
believes that it is not practical to provide segment disclosures relating to such items, and accordingly such items are separately disclosed
as ‘unallocated’.
CODM does not review assets and liabilities at reportable segments level, hence segment disclosures relating to total assets and
liabilities have not been provided.
Client relationships are driven based on client domicile. The geographical segments include United States of America (‘Americas’), India,
Europe, Middle East & Africa (‘EMEA’) and Rest of the World (‘ROW’). (` million)
Business segments 31 March 2022 31 March 2021
Segment revenue
Banking and Financial Services 63,755.94 49,860.69
Logistics and Transportation 15,551.97 12,681.47
Technology Media and Telecom 15,742.79 12,924.95
Insurance 10,771.01 9,508.91
Others 12,789.49 11,944.35
Unallocated - hedge 1,003.24 302.74
Total segment revenue 119,614.44 97,223.11
Segment result
Insurance 2,913.62 3,129.13
Others 4,674.21 4,226.25
Total segment result 32,783.67 27,612.63
Finance costs (744.03) (634.15)
Other income 1,604.50 1,329.45
Other unallocable expenditure (14,515.14) (12,001.85)
Profit before taxation 19,129.00 16,306.08
Income taxes 4,820.11 4,138.03
Profit after taxation 14,308.89 12,168.05
Revenue from two customer groups individually accounted for more than 10% of the total revenue for the year ended 31 March 2022
(31 March 2021: three).
Geographic revenues 31 March 2022 31 March 2021
Americas 93,916.94 74,625.83
India 5,932.31 4,440.49
EMEA 13,641.91 11,667.90
ROW 5,120.04 6,186.15
Total 119,614.44 97,223.11
79

36. DISAGGREGATION OF REVENUE (` million)
Services rendered 31 March 2022 31 March 2021
Application Services 74,579.40 57,698.00
Business Process Services 29,826.09 25,108.71
Total 119,614.44 97,223.11
Delivery location
Onsite 69,406.42 56,544.41
Offshore 49,204.78 40,375.96
Total 119,614.44 97,223.11
Project type
Time and material 66,763.36 56,769.96
Fixed price 32,923.43 24,794.45
Transaction based 18,924.41 15,355.96
Total 119,614.44 97,223.11
Market
Direct 108,881.45 80,209.43
DXC 7,659.48 14,783.27
Others 2,070.27 1,927.67
Total 119,614.44 97,223.11
37. CAPITAL MANAGEMENT

The Group’s objective is to maintain a strong capital base to ensure sustained growth in business. The capital management policy
focusses to maintain an optimal structure that balances growth and maximizes shareholder value.
As at As at
31 March 2022 31 March 2021
Total equity attributable to the share holders of the Company (A) 69,431.31 65,267.10
Borrowings (B) 5,272.42 5,134.50
Total capital C (A+B) 74,703.73 70,401.60
Total borrowings as a percentage of capital (B / C) 7.06% 7.29%
Total equity as a percentage of total capital (A / C) 92.94% 92.71%
The Group is predominantly equity financed as evident from the capital structure table above. The Group is not subject to any externally
imposed capital restrictions.
80

38. EMPLOYEE BENEFITS
a. Gratuity
In accordance with Indian laws, the Company and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan.
The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days’ salary payable for each completed year of service. Vesting occurs upon completion of
five continuous years of service. The Company and its Indian subsidiaries manages the plan through a trust. The trust is governed by the
Board of Trustees, which consists of an equal number of employer and employee representatives.
The following tables set out the status of the gratuity plan. (` million)
31 March 2022 31 March 2021
Changes in present value of defined benefit obligations
Obligations at beginning of the year 1,290.35 1,116.67
Service cost 178.47 115.81
Interest cost 71.23 64.82
Benefits paid (209.31) (94.23)
Re-measurement (gain) / loss (through OCI) 235.26 87.28
Obligations at end of the year 1,566.00 1,290.35
Change in plan assets
Plan assets at beginning of the year, at fair value 562.67 418.77
Expected return on plan assets 42.80 33.89
Re-measurement gain / (loss) (through OCI) (10.65) (3.70)
Employer contributions 7.47 222.13
Administration charges (10.80) (14.19)
Plan assets at end of the year 382.18 562.67
Present value of defined benefit obligation at the end of the year 1,566.00 1,290.35
Fair value of plan assets at the end of the year 382.18 562.67
Net liability recognised in the balance sheet (1,183.82) (727.68)
Expenses recognised in statement of profit and loss
Interest cost (net) 28.43 30.93
Net gratuity cost 206.90 146.74
Re-measurement gains / (losses) in OCI
Actuarial (gain) / loss due to financial assumption changes (14.04) 15.11
Actuarial (gain) / loss due to experience adjustments 249.30 72.17
Re-measurement - return on plan assets (greater) less than discount rate 10.65 3.70
Total expenses routed through OCI 245.91 90.98
Assumptions
Discount rate 6.38% 6.15%
Expected rate of return on plan assets 6.38% 6.15%
Salary increase 4.00% 4.00%
Attrition rate 20% to 30% 20% to 30%
Retirement age 60 years 60 years
Future payouts (year ended 31 March)
Year-1 240.81 198.33
Year-2 207.86 171.66
Year-3 184.81 150.83
Year-4 159.05 134.42
Year-5 142.13 114.72
Year-6-10 415.77 337.97
Year-10 and above 215.57 182.42
The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment market. Expected return on plan assets is computed based on
prevailing market rate.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Insurer managed funds 100.00% 100.00%
81

(` million)
Sensitivity analysis Year ended 31 March 2022 Year ended 31 March 2021
Change in discount rate 1% increase 1% decrease 1% increase 1% decrease
Effect on the defined benefit obligation (63.14) 58.31 (51.87) 47.90
Change in salary increase
Effect on the defined benefit obligation 59.85 (63.69) 49.46 (52.71)
b. Provident Fund
In accordance with Indian law, all eligible employees of Mphasis Limited in India are entitled to receive benefits under the provident fund
plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the
investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide
its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund.
A part of the Company’s contribution is transferred to Government administered pension fund. The contributions made by the Company
and the shortfall of interest, if any, are recognised as an expense in the consolidated statement of profit or loss under employee benefit
expenses. In accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of
India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected
future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected
guaranteed rate of interest of Government administered provident fund.
The Group has carried out actuarial valuation only for defined benefit plan as at 31 March 2022. The actuary has provided a valuation for
provident fund liabilities and based on the assumptions mentioned below, there is no shortfall in plan assets as at 31 March 2022 and
31 March 2021.
All eligible employees of Indian subsidiaries of the Company are entitled to receive benefits under the provident fund plan in which both
the employee and employer (at a determined rate) contribute monthly to the Government administered provident fund plan. A part of
the company’s contribution is transferred to Government administered pension fund. This plan is a defined contribution plan as the
obligation of the employer is limited to the monthly contributions made to the fund. The contributions made to the fund are recognised
as an expense in profit and loss under employee benefit expenses.
The amount of plan assets disclosed below have been restricted to the extent of present value of benefit obligation at the year end.
The details of the fund and plan asset position are given below:
As at As at
31 March 2022 31 March 2021
Plan assets at the year end 12,213.51 10,782.11
Present value of benefit obligation at year end 12,213.51 10,782.11
Asset recognized in balance sheet - -
The plan assets have been primarily invested in Government and debt securities in the pattern specified by Employee’s Provident Fund
Organisation.
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach.
Government of India (GOI) bond yield 6.38% 5.92%

Remaining term of maturity (in years) 8 8
Guaranteed rate of return 8.10% 8.50%
The Group has contributed ` 1,341.57 million during the year ended 31 March 2022 (31 March 2021: ` 691.26 million).
c. Social Security
The Code on Social Security 2020 (‘Code’), which received the Presidential Assent on 28 September 2020, subsumes nine regulations
relating to social security, retirement, and employee benefits. The Code will have an impact on the contributions towards gratuity and
provident fund made by the Company and its Indian subsidiaries. The Ministry of Labour and Employment (‘Ministry’) has released
draft rules for the Code on 13 November 2020 and has invited suggestions from stake holders. The suggestions received are under
consideration by the Ministry. The effective date of the Code has not yet been notified and the related rules to ascertain the financial
impact are yet to be finalized and notified. The Company and its Indian subsidiaries will assess the impact once the subject rules are
notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related
rules to determine the financial impact are published.
82

39. FINANCIAL INSTRUMENTS
The carrying value of financial instruments by categories is as follows: (` million)
Derivative Derivative
instruments instruments not
in hedging in hedging Amortized
Particulars (as at 31 March 2022) FVTPL relationship relationship cost Total
Financial assets
Cash and cash equivalents - - - 8,268.47 8,268.47
Bank balances other than cash and cash
equivalents - - - 1,225.90 1,225.90
Investments 16,530.62 - - 1,599.50 18,130.12
Trade receivables - - - 22,269.36 22,269.36
Loans - - - 318.21 318.21
Derivative assets - 1,372.43 64.41 - 1,436.84
Other financial assets - - - 2,206.18 2,206.18
Total 16,530.62 1,372.43 64.41 35,887.62 53,855.08
Borrowings - - - 5,272.42 5,272.42
Lease liabilities - - - 7,246.90 7,246.90
Trade payables - - - 8,495.92 8,495.92
Derivative liabilities - 36.07 46.01 - 82.08
Other financial liabilities 1,999.81 - - 5,108.99 7,108.80
Total 1,999.81 36.07 46.01 26,124.23 28,206.12
Financial assets
equivalents - - - 2,910.98 2,910.98
Investments 15,370.59 - - 3,089.59 18,460.18
Loans - - - 154.45 154.45
Total 15,370.59 1,034.33 77.30 35,330.84 51,813.06
Borrowings - - - 5,134.50 5,134.50
Trade payables - - - 5,963.96 5,963.96
Other financial liabilities 38.43 - - 3,168.44 3,206.87
Total 38.43 103.31 9.43 20,943.42 21,094.59
Fair value hierarchy

Fair value measurements at reporting date using Fair value measurements at reporting date using
Particulars Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets
Investments 16,530.62 13,852.98 2,677.64 - 15,370.59 12,955.32 2,415.27 -
Derivative assets 1,436.84 - 1,436.84 - 1,111.63 - 1,111.63 -
Liabilities
Derivative liabilities 82.08 - 82.08 - 112.74 - 112.74 -
Other financial liabilities 1,999.81 - - 1,999.81 38.43 - - 38.43
83

Offsetting financial assets with liabilities
The Group offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized
amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
The quantitative information about offsetting financial asset is as follows:

(` million)
As at As at
31 March 2022 31 March 2021
Gross amount of recognised trade receivables (net of provision for ECL) - Billed 13,178.06 11,409.72
Gross amount of factored trade receivables and volume discount set off in the balance sheet (3,496.58) (2,114.90)
Net amount presented in balance sheet 9,681.48 9,294.82
40. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to the following risks:
 Credit risk
 Interest rate risk
 Liquidity risk
 Foreign currency exchange rate risk
The Group has a risk management policy / framework which covers risks associated with the financial assets and liabilities. The risk
management policy / framework is approved by the Treasury committee. The focus of such framework is to assess the unpredictability
of the financial environment and to mitigate potential adverse effects on the financial performance of the Group.
CREDIT RISK
Credit Risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract leading
to a financial loss. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well
as concentration of risks. The Group is exposed to credit risk from its operating activities (primarily trade receivables and unbilled
receivables) and from its investing activities including deposits with banks and financial institutions, investments, derivative financial
instruments, and other financial instruments.
Trade receivables
Credit risk is managed by each business unit subject to the Group’s established policies, procedures and controls relating to customer
credit risk management. Outstanding customer receivables are regularly monitored. One customer group accounted for more than 10%
of the trade receivable for the year ended 31 March 2022 (31 March 2021: One).
Credit risk exposure

The Group’s credit period generally ranges from 30 – 60 days. The particulars of outstandings are as below:
As at As at
Particulars 31 March 2022 31 March 2021
Trade receivables 22,269.36 18,504.87
Total 22,269.36 18,504.87
The concentration risk with respect to trade receivables is low since they are spread across multiple customers, geographies and
industries.
The allowance for lifetime expected credit loss for the years ended 31 March 2022 and 31 March 2021 was ` 106.89 million and ` 251.81
million respectively. The reconciliation is as follows:

Balance as per previous financial statements 1,182.45 688.22
Charge for the year 106.89 251.81
Translation exchange differences (2.24) 242.42
84

Financial instruments and deposits with banks
Credit risk is limited as the Group generally invest in deposits with banks and financial institutions with high credit ratings assigned by
international and domestic credit rating agencies. Investments primarily include investments in liquid mutual fund units, fixed maturity
plans securities, deposits and bonds issued by Government owned entities and highly rated financial institutions. Counterparty credit
limits are reviewed by the Group periodically and the limits are set to minimize the concentration of risks and therefore mitigate financial
loss through counterparty’s potential failure to make payments. Three banks individually accounted for more than 10% of the Group’s
deposits and bank balances as at 31 March 2022 (31 March 2021: One bank).
INTEREST RATE RISK

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s debt obligations with floating interest
rates. The Group’s borrowings are short term / working capital in nature. The Group’s investments are primarily in fixed rate interest
bearing investments. Hence, the Group is not significantly exposed to interest rate risk.
LIQUIDITY RISK
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to
maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group’s principal sources of liquidity are
cash and cash equivalents, bank balances other than cash and cash equivalents, current investments and the cash flow that is generated
from operations. The Group believes that these sources are sufficient to meet its current requirements. Accordingly, no liquidity risk is
perceived.
The break-up of cash and cash equivalents, deposits and investments is as below:
(` million)
As at As at
Cash and cash equivalents 8,268.47 7,711.44
Bank balances other than cash and cash equivalents 1,225.90 2,910.98
Current investments 14,352.11 15,345.90
Total 23,846.48 25,968.32
The table below summarises the maturity profile of the Group’s financial liabilities at the reporting date. The amounts are based on
contractual financial liabilities.
365 days and

Financial liabilities (As at 31 March 2022) On demand 0-180 days 180-365 days above Total
Trade payables 25.78 8,470.14 - - 8,495.92
Borrowings - 5,272.42 - - 5,272.42
Lease liabilities - 973.35 831.55 6,860.00 8,664.90
Other financial liabilities 27.23 6,104.13 - 1,059.52 7,190.88
Total financial liabilities 53.01 20,820.04 831.55 7,919.52 29,624.12
Financial liabilities (As at 31 March 2021)
Trade payables 35.78 5,928.18 - - 5,963.96
Borrowings - 5,134.50 - - 5,134.50
Other financial liabilities 28.57 3,251.35 - 39.69 3,319.61
FOREIGN CURRENCY EXCHANGE RATE RISK

The fluctuation in foreign currency exchange rates may have a potential impact on the consolidated statement of profit and loss and
other comprehensive income, where transactions are denominated in a currency other than the functional currency of the respective
entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising
from fluctuations in exchange rates in those countries.
85

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Group’s exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in
United States Dollars (‘USD’). The Group also has exposures to Great Britain Pound (‘GBP’) and Euros (‘EUR”)). The Group’s exposure to
the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities and financing activities (when revenue
or expense is denominated in a foreign currency).
The Group uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign
currency exchange rates in respect of its forecasted cash flows and trade receivables.
The counter party for these transactions are banks. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
Below is the summary of foreign currency exposure of Group’s financial assets and liabilities.
As at 31 March 2022 ` million

Financial assets USD GBP EUR Others Total
Trade receivables 10,302.37 426.28 590.75 337.94 11,657.34
Cash and cash equivalents 2,822.70 - 7.20 12.88 2,842.78
Other financial assets 0.57 - 1.59 - 2.16
Total financial assets 13,125.64 426.28 599.54 350.82 14,502.28
Trade payables 14.94 - 1.83 61.63 78.40
Other financial liabilities 35.64 - - - 35.64
Total financial liabilities 50.58 - 1.83 61.63 114.04
Net financial assets 13,075.06 426.28 597.71 289.19 14,388.24
As at 31 March 2021
Trade receivables 6,840.42 355.47 490.14 413.24 8,099.27
Cash and cash equivalents 4,446.01 - 9.03 17.02 4,472.06
Other financial assets 6.15 - - 12.21 18.36
Total financial assets 11,292.58 355.47 499.17 442.47 12,589.69
Trade payables 41.47 - 0.19 61.37 103.03
Borrowings 731.10 - - - 731.10
Total financial liabilities 785.69 - 0.19 61.37 847.25
The Group holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange
rates on foreign currency exposures. The counter party for these transactions are banks. These derivative financial instruments are
valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the
marketplace.
Forward contracts outstanding against financial assets are as below:
Currency As at 31 March 2022 As at 31 March 2021

Amount Amount in Amount Amount in
Balance sheet hedges (million) (` million) (million) (` million)
USD 133.83 10,143.31 104.17 7,616.10
GBP 4.24 421.69 3.43 345.74
EUR 6.72 565.96 5.23 448.19
CAD 2.41 145.78 2.05 118.76
AUD 2.24 127.10 3.95 220.04
SEK 3.40 27.68 5.93 49.68
86

Forward contracts outstanding against financial liabilities are as below:
USD - - 10.00 731.10
Forward contracts outstanding against financial assets (within the group) are as below:

USD 16.67 1,263.46 10.93 798.97
GBP 14.91 1,482.87 7.15 720.78
EUR 11.70 985.37 7.07 605.91
CAD - - 0.34 19.50
AUD 5.54 314.35 1.88 104.60
SGD 1.93 108.02 1.08 58.63
Forward contracts outstanding against financial liabilities (within the group) are as below:
USD 9.12 691.23 2.72 198.86
GBP 1.61 160.12 1.19 119.41
EUR 3.77 317.51 0.58 49.94
AUD 2.59 146.96 0.66 36.76
CAD 1.47 88.92 0.31 17.78
NZD 0.45 23.65 0.45 23.03
PLN 0.30 5.43 0.38 6.97
Sensitivity analysis
For every 1% appreciation / depreciation of the respective foreign currencies, the Group’s profit before taxes will be impacted by
approximately ` 0.60 million for the year ended 31 March 2022 (31 March 2021: ` 6.80 million).
41. FAIR VALUES

Financial instruments carried at amortised cost such as cash and cash equivalents, other bank balances, trade receivables, loans, other
financial assets, borrowings, trade payables and other financial liabilities are considered to be same as their fair values, due to the short-
term nature of these instruments.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to
estimate the fair values:
• The fair values of the quoted investments are based on price quotations at the reporting date.
• The Group holds derivative financial instruments such as foreign exchange forward to mitigate the risk of changes in exchange
rates on foreign currency exposures. The counterparty for these contracts is generally a bank. Foreign exchange forward contracts
and non-convertible debentures are valued using valuation techniques, which employs the use of market observable inputs. The
models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates. The
changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge
relationships and other financial instruments recognized at fair value.
87

42. HEDGING ACTIVITIES AND DERIVATIVES
The Group’s revenue is denominated in various foreign currencies. Given the nature of business, a large part of the costs are denominated
in INR. This exposes the Group to currency fluctuations. The Group uses foreign exchange forward contracts to manage exposure on
some of its transactions. The counterparty, for all derivative financial instruments is a bank.
The Group has taken cash flow hedges on account of highly probable forecast transactions. Designated cash flow hedges are measured
at FVTOCI. Other derivatives which are not designated as hedge are measured at FVTPL.
The foreign exchange forward contract balances vary with the level of expected foreign currency sales and changes in foreign exchange
forward rates.
The following are outstanding forward contracts which has been designated as cash flow hedges:
Notional amount Fair value Notional amount Fair value

Number of (million in respective gain / (loss) Number of (million in respective gain / (loss)
Currency contracts currencies) (` million) contracts currencies) (` million
USD 519 804.20 1,072.74 452 599.50 947.19
GBP 65 14.37 81.89 76 14.31 (23.75)
EUR 82 29.64 177.74 100 24.33 59.46
CAD 48 6.67 3.16 53 13.25 (11.99)
AUD 52 12.06 0.83 77 17.19 (39.89)

Total 1,336.36 931.02
The Group has entered into derivative instruments not in hedging relationship by way of foreign exchange forwards. As at 31 March 2022
and 31 March 2021, the notional amount of outstanding contracts aggregated to ` 14,151.77 million and ` 9,923.05 million, respectively
and the respective fair value of these contracts have a net gain of ` 18.40 million and ` 67.88 million respectively.
The movement in cash flow hedging reserve for derivatives designated as cash flow hedge is as follows: (` million)

31 March 2022 31 March 2021
Change in fair value of effective portion of cash flow hedges 1,408.58 2,512.52
(Gain) / loss transferred to statement of profit and loss on occurrence of forecasted hedges (1,003.24) (302.74)
Total 870.83 606.55
For every 1% appreciation / depreciation of the respective underlying foreign currencies, the Group’s OCI will decrease / increase by
approximately ` 645.27 million (31 March 2021: ` 489.00 million).
43. Additional regulatory information

Other than in the normal and ordinary course of business there are no funds that have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company and its Indian subsidiaries to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company and its Indian subsidiaries; or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
88

There have been no funds that have been received by the Company or any of its Indian subsidiaries from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company or
any of its Indian subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
44. Consequent to Schedule III amendments being made effective 1 April 2021, previous year numbers pertaining to security deposits
of ` 1,314.48 million and ` 547.17 million have been reclassed from current and non-current loans to current and non-current financial
assets respectively.
45. SUBSEQUENT EVENTS

The Board of Directors in their meeting held on 28 April 2022 have proposed a final dividend of ` 46 per equity share for the year ended
31 March 2022 which is subject to the approval of shareholders at the ensuing Annual General Meeting and if approved, would result in
a cash outflow of approximately ` 8,640.52 million.
101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
89
MANAGEMENT DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Global Economy
In its latest release in April 2022, the IMF projects global growth at 3.6 percent in 2022 and 2023—0.8 and 0.2 percentage points lower
than in the January forecast, respectively. The downgrade largely reflects the war’s direct impacts on Russia and Ukraine and global
spillovers.
The economic effects of the war are spreading far and wide —mainly through commodity markets, trade, and financial linkages. Even
prior to the war, inflation had surged in many economies because of soaring commodity prices and pandemic-induced supply-demand
imbalances. Some emerging markets and developed economies’ central banks, such as the US Federal Reserve and those in Latin
America, had already come under pressure before the war, bringing forward the timing of their monetary policy tightening. War-related
supply shortages will greatly amplify those pressures, notably through increases in the price of energy, metals, and food. Although
bottlenecks are expected to eventually ease as production elsewhere responds to higher prices and new capacity becomes operational,
supply shortages in some sectors are expected to last into 2023. As a result, inflation is now projected to remain elevated for much longer
than in our previous forecast, in both advanced and emerging market and developing economies.
As businesses face elevated inflation, streamlining costs and redesigning supply chains will likely come to the fore; all of this requires
technology to implement. The digital spending that the pandemic accelerated in 2021 is likely to sustain in 2022 as businesses view
technology as integral to creating and/or retaining competitive advantage and growth. Software and IT Services industry has emerged
as one of the beneficiaries of the post-pandemic adjustment. 2022 is likely to see more of the same. Themes such as cleantech/green
energy, sustainable management, Environmental, Social, and Governance (ESG) have acquired heightened importance and attention.
IT Industry Outlook
After the COVID year (FY21), India IT had its strongest growth year in FY22 in recent years marked by businesses reworking their supply
chains and business architectures in the post-COVID era. Technology became front and centre as clients accelerated their journey
towards becoming future-ready, agile and resilient. FY22 saw record 445,000 net new hires to take the industry workforce to 5 million+
while total industry revenue is estimated to reach US$227 billion in FY22 (15.5% Y-o-Y growth). The share of Digital revenue is at 30-
32% and this pie is growing at 25% p.a. The digital share in revenue has increased to over 56% for some select companies, as, post
pandemic, they are re-orienting their workflows to be more digital-ready. The Top-5 digital areas for India include Cloud Computing, AI,
Cybersecurity, RPA and automation and analytics.
Optimism over FY23 growth carrying over from FY22 stems from global megatrends solidifying further as businesses continue to realize
value and market position from their technology investments. Notably, as per NASSCOM, 90% of corporate respondents intend to either
increase or maintain their hiring in line with FY2022. Indian CXO sentiment, as assessed in NASSCOM’s Enterprise CXO Survey 2022, is
net positive on overall growth - 60% companies plan 6% higher technology spend in FY2022. R&D spending is back in focus, and over
75% CEOs have expressed confidence in achieving double-digit revenue growth in FY2023. Growth opportunities are likely to be driven
by demand for Infrastructure and managed services, consulting services; Platform BPM, data management & RPA; ER&D will see deeper
penetration of engineering cloud as ER&D firms up their Softwarization component. The software product segment will see greater
offtake of productivity software, cybersecurity solutions – as enterprises further Saasify their tech portfolio, in a manner of speaking.
In terms of working model, the technology industry in India is looking at adopting hybrid work model as the default future operating model.
Larger organizations are more likely to adopt a hybrid operating model as compared to organizations with relatively lower headcount.
NASSCOM notes that at an overall level, 70% of tech organizations are looking at adopting hybrid work models. The industry is primed
to hire significantly greater freshers in FY23 to meet demand, flatten the pyramid and manage supply-side pressures.
Gartner expects continued IT services spending in 2022 estimating 6.8% growth with Global technology services spending to exceed
US$1.2 trillion in 2022. Furthermore, Gartner estimates a much above-trend 8.5% revenue CAGR over 2021-2026 for IT Services
spending. Within this, Infrastructure-as-a-service (IaaS) will continue to lead growth with estimated growth CAGR of 28% (over 2021-
2026) followed by IT Services with 8.9% CAGR (5-year over CY21-26). Except for hardware support, all other segments of IT Services
namely consulting, application implementation and managed services, infrastructure implementation and managed services, business
process service are forecasted to robustly grow. Per Gartner’s market size estimation, India IT’s share of the global IT Services pie is
~20%; there appears to be sufficient headroom to continue to increase this.
Mphasis Overview
Mphasis is an Information Technology solutions provider that applies next-generation technology to help enterprises transform
businesses globally. The company was formed in June 2000 after the merger of Mphasis Corporation and BFL Software Limited. In June
2006, EDS purchased a controlling stake in this company. In August 2008, EDS was acquired by Hewlett-Packard (HP). On 4 April 2016,
HP entered into a definitive agreement with private equity funds managed by Blackstone to sell the shares held by it in the Company.
In September 2016, Blackstone Group through its fund “Marble II PTE” completed the share purchase and the Company has become
a Blackstone group of Company since then. Blackstone is one of the world’s leading investment and advisory firms with over US$880
90

billion in assets under management. In April 2021, Blackstone committed up to $2.8 billion to acquire controlling stake in Mphasis, along
with Abu Dhabi Investment Authority (ADIA) and UC Investments (Office of the Chief Investment Officer of The Regents, University of
California) and other long-term investors.
Mphasis has the ability to blend deep domain expertise with cutting-edge technology, which has helped cement its position with marquee
clients and build momentum for the future. Its Front2BackTM and Zero Cost Transformation are proven transformation frameworks that
allow it to play across the tech value chain.
Mphasis’ unique tribes-led, competency-based go-to-market (GTM) and solutioning model positions it strongly in digital areas – the
tribes are GTM specialists organized around high-demand tech themes that are instrumental in driving clients’ next-generation tech
agendas. Tribes are institutional and repeatable in their design. Mphasis continually creates new tribes or redesigns existing ones based
on the what it sees as high-potential secular opportunities. Furthermore, Mphasis supports the tribes model with a smart surround- and-
reinforce strategy that characterizes Mphasis’ innovation DNA – including client Chief Technology Officer (CTOs) embedded in key
and promising accounts, the consulting-oriented Technology Advisory Group (TAG), programmatic innovation (harnessing the start-up
ecosystem), focused research and Intellectual Property (IP), (innovation from the labs to the real world), and technology vision provided
by the Mphasis Technology Council (MTC).
Mphasis is organized around accounts, not by traditional vertical/horizontals. There is not the traditional matrix structure of vertical/
horizontals/geos that can weigh down decision-making. This means that Mphasis’ GTM is aligned along the customer as the basic unit
and resource allocation is done at a granular level of the customer. This creates improved agility and responsiveness. The client-centric
agile org design enables Mphasis to successfully focus on account depth reflected in an improving average revenue per client. The depth
over breadth positioning also means Mphasis makes more considered choices regarding its new clients by shortlisting and targeting
those clients that can scale. This is bearing fruit as can be seen in the scale-up of Top-5/10 clients over a sustained time period. The
growth engine has got diversified through FY22 with clients outside the Top-10 also on a strong double-digit growth trajectory. Mphasis
has four clients which contributed >US$100 million in annual revenue (FY22).
Finally, innovation in delivering technology solutions is not possible without the requisite talent transformation. Mphasis has an effective
talent transformation approach appropriate with the new gen positioning. ‘Talent Next’ offers an established, scalable extensive training
program that organically trains, certifies and deploys employees in new gen areas. This aligns delivery capability with GTM/sales and
current/future client priorities. Talent Next builds up skill muscle for transformation. Talent Next nicely facilitates absorbing freshers/
less experienced employees into projects. It is quite versatile in meeting the training and upgradation needs of the diverse workforce of
varying skills, backgrounds, and experience.
Key building blocks that help drive Mphasis’ growth and ensure its sustainability include creating and cultivating talent, executing large
transformative programs, addressable market expansion (organic and inorganic), reimagining business models (e.g., migration to as-a-
service provisioning models) and staying at the forefront of next gen tech using the Tribes and the surrounding ecosystem.
Revenues
We continued the growth momentum witnessed in FY’21 into FY’22 also and have registered strong growth. Reported Net revenue in
FY22 was ` 119,614 million representing a growth of 23.0% over FY21. During the year rupee depreciated 0.6% against USD. Adjusting
for the rupee depreciation, net revenue grew 21.8% in FY22.
Overall gross revenue grew 22.4% in FY22 to ` 118,611 million. On a constant currency basis, overall gross revenue grew 21.2% in FY22.
Direct revenue grew 35.7% on a reported basis and 34.4% in constant currency basis in FY22 to ` 108,882 million. The growth has
largely been organic and broad based across all key portfolios of Direct business.
We successfully executed on our strategy to de-risk DXC business, the revenues from which declined 48.2% on a reported basis in
FY22. Revenue declined 49.0% on a constant currency basis in FY22. Revenue from DXC was ` 7,659 million in FY22 and constituted
only 6% of the gross revenue.
` Million
% %
31 Mar 2022 31 Mar 2021
Direct 108,882 92% 80,210 83%
DXC 7,659 6% 14,784 15%
Others 2,070 2% 1,927 2%
Total 118,611 96,920
91

Segment Revenues
A segment analysis of revenues for the year ended March 2022 is given below:
` Million
Segment % %
31 Mar 2022 31 Mar 2021
Banking and Financial Services 63,755 54% 49,861 52%
Insurance 10,771 9% 9,509 10%
Technology Media and Telecom 15,743 13% 12,925 13%
Logistics & Transportation 15,552 13% 12,681 13%
Others 12,789 11% 11,944 12%
Total Revenues 118,611 96,920
Focus vertical of Banking and Financial Services grew 27.9% on a reported basis over FY21. Banking and Financial Services and
Insurance segments comprise 63% of our overall revenue.
Revenues by Geography
` Million
Regions % %
31 Mar 2022 31 Mar 2021
AMERICAS 93,917 79% 74,626 77%
EMEA 13,643 12% 11,667 12%
INDIA 5,932 5% 4,441 5%
ROW 5,120 4% 6,187 6%
Americas continue to be our prime market and revenues grew 25.9% in FY22 on a reported basis. EMEA is also a focus region for us.
The revenues from this region reported a growth rate of 17.0% in FY22.
Revenues by Service Type

` Million
Service Type % %
31 Mar 2022 31 Mar 2021
Application Services 74,580 63% 57,697 60%
Business Process Services 29,826 25% 25,108 25%
Infrastructure Services 14,206 12% 14,115 15%
Application Services include assisting customers with design and development of customized software applications and maintenance,
enhancement and testing of customers developed and third-party software. Revenues grew 29.3% in FY22.
Business Process Services include customer service, transaction processing, and compliance knowledge processing including certain
projects involving complete transformation and integration of processes using automation tools. Revenues grew 18.8% in FY22.
Infrastructure Services include end-to-end managed mobility solutions covering workplace management and other services, hosting
services, data center services, payment managed solutions and help desk.
Revenues by Delivery Location

` Million
Delivery Location % %
31 Mar 2022 31 Mar 2021
Onsite 69,406 59% 56,543 58%
Offshore 49,205 41% 40,377 42%
92

Revenues by Project Type
` Million
Project Type % %
31 Mar 2022 31 Mar 2021
Time and Material 66,763 56% 56,770 59%
Transaction Based* 18,924 16% 15,356 15%
Fixed Price 32,924 28% 24,795 26%
*Transaction based revenue comprises of projects where the commercials are based on unit of Output
We continue to focus on increasing the revenue from Fixed Price and Transaction Based contracts as it is an important margin lever for
us. In FY22, the revenue from fixed price contracts and Transaction Based contracts increased 29.1% to ` 51,848 million and constituted
44% of overall revenue in FY22.
Results of Operations
` Million
YoY
Growth
31 Mar 2022 31 Mar 2021
%
Gross Revenues 118,611 96,920 22.4%
Profit / (loss) on cash flow hedges reclassified to revenue 1,003 303
Net Revenues 119,614 97,223 23.0%
Cost of revenues 86,829 69,610 24.7%
Gross profit 32,785 27,613 18.7%
GM% 27.4% 28.4% -1.0%
Selling expenses 7,196 6,851 5.0%
SE % 6.0% 7.0% -1.0%
General and administrative expenses 7,320 5,152 42.1%
GA % 6.1% 5.3% 0.8%
Operating profit 18,269 15,611 17.0%
Operating Margin 15.3% 16.1% -0.8%
Foreign exchange gain, net 486 93 420.4%
Other income, net 1,119 1,236 -9.5%
Interest expenses (744) (634) 17.4%
Profit before taxation 19,129 16,306 17.3%
Income taxes 4,820 4,138 16.5%
- Current 4,860 4,094 18.7%
- Deferred (40) 44 -190.3%
Net profit 14,309 12,168 17.6%
Earning per share (par value ` 10) 76.4 65.2 17.2%
* The above classification of expenses is based on management reporting
Cost of Revenues
Cost of revenues primarily comprise of direct costs and includes direct manpower, travel, facility expenses, network and technology
costs.
Consolidated cost of revenues for FY22 was at ` 86,829 million. Cost of revenues was 72.6% of revenues as compared to 71.6% during
the previous financial year.
93

Selling Expenses
Selling expenses for the year ended March 2022 was ` 7,196 million representing 6.0% of revenues against 7.0% of revenues in the
previous year.
General and administrative Expenses
General and administrative expenses for the year ended March 2022 was ` 7,320 million representing 6.1% of revenues against 5.3%
of revenues in the previous year.
Operating Profit
Operating profit for the year ended March 2022 was ` 18,269 million and grew 17.0% in FY22.
Income Taxes
Income taxes were ` 4,820 million for FY22 as compared to ` 4,138 million for FY21. The effective tax rate decreased from 25.4% in
FY21 to 25.2% in FY22.
Net Profit
Net profit for FY22 grew 17.6% over FY21 to ` 14,309 million. Net margin for FY22 was 12.0% as against 12.5% for FY21.
Earnings per share
Earnings per share grew from ` 65.2 for the year ended March 2021 to `76.4 for the year ended March 2022, which represents a growth
of 17.2%.
Ratios
Ratios
31 Mar 2022 31 Mar 2021
Debtors Turnover 5.8 5.5
Current Ratio 2.0 2.4
Interest Coverage Ratio* 24.6 24.6
Debt Equity Ratio 0.1 0.1
Operating Profit Margin 15.3% 16.1%
Net Profit Margin 12.0% 12.5%
Return on Equity 21.2% 19.7%
Inventory Turnover NA NA
* Includes interest charges on lease
The Company has delivered return of 21.2% this year as well and continues to generate strong operating cash flow. The Company
continues to pay consistent dividends to its shareholders and maintain strong cash position as well.
94
Director’s Profile
Mr. Davinder Singh Brar, Chairman
Mr. Davinder Singh Brar joined the Board of Mphasis in April 2004 and is the Chairman of the Board effective 11 December 2015.
Mr. Brar graduated with a Bachelor of Engineering (Electrical) degree from Thapar Institute of Engineering and Technology, Patiala and
has a Master’s in Business Administration with top rank (Gold Medal) from the Faculty of Management Studies, University of Delhi.
Mr. Brar started his career in 1974 with The Associated Cement Companies Limited (ACC) and has been associated with the
Pharmaceutical Industry for over four decades. He spent a major part of this period (1977 – 2004) with Ranbaxy Laboratories Limited
and became the CEO and Managing Director in 1999. Mr. Brar started his entrepreneurial journey in 2004 with GVK Biosciences (Now
Aragen Life Sciences Private Limited) - a leading contract research organization (CRO) providing discovery and development services to
global life sciences companies.
Mr. Brar holds Board positions in Maruti Suzuki India Limited, Wockhardt Limited, Punjab Innovation Mission, EPL Limited
(Chairman of the Board), Konnect Agro Private Limited, Mountain Trail Foods Private Limited and acts as a senior advisor to private
equity and venture funds. He is currently the Chairman of Aragen Life Sciences Private Limited and Excelra Knowledge Solutions Pvt. Ltd.
He is also a member of the Advisory Board of the USA-India Chamber of Commerce (USAIC).
Mr. Brar was a director of Reserve Bank of India (RBI) and a member of the inspection and audit sub-committee of the Central Board
of Directors of RBI. He has also served as a member of the Board of National Institute of Pharmaceutical Education and Research
(NIPER), Punjab and as a member of the Board of Governors of the Indian Institute of Management, Lucknow. He was associated with
Confederation of Indian Industry (CII) where he Chaired CII’s Indian MNC Council and with Federation of Indian Chambers of Commerce
and Industry (FICCI) in the past.
Mr. Brar was a member of the Prime Minister’s task force on pharmaceuticals and knowledge-based industries which drafted the
blueprint for the growth and global expansion of Indian Pharmaceutical Industry. For his service and contribution to the pharmaceutical
industry, Mr. Brar was honoured with the Dean’s Medal from the Tufts University School of Medicine, U.S.A. in 2004. The Federation of
Asian Biotech Associations (FABA) conferred on Mr. Brar the “FABA Special Award 2011” for his contribution to the biopharma sector.
Mr. Nitin Rakesh, Chief Executive Officer and Managing Director

Mr. Nitin Rakesh joined the Board of Mphasis as its CEO and Executive Director in January 2017. Mr. Nitin Rakesh was appointed as
Managing Director on 29 September 2021.
Mr. Nitin Rakesh is a distinguished leader in the Technology and Financial services industries. His career spans over two decades leading
large transnational operations and delivering transformative digital solutions to Fortune 500 companies. A computer science engineer at
heart, Mr. Nitin Rakesh’s lifelong passion for Innovation and Technology is evident throughout his career. Coupled with his deep domain
expertise in Banking, Financial Services and Insurance verticals, strong customer orientation and an entrepreneurial mindset, he has
been able to bring cutting-edge offerings consistently to accelerate value creation for customers, shareholders and employees. Notably,
it has led to the introduction of Mphasis’ C=X2C2=1TM formula for success, (hyper-personalization; drive n=1 powered by Cloud and
Cognitive); driving multi-dimensions of business value with an integrated consumer-centric Front2BackTM Digital Transformation driven
by IP assets which resulted in the remarkable turnaround of Mphasis into a leading global software services firm.
When Mr. Nitin Rakesh joined Mphasis in January 2017, the market cap was $1.7 billion; as at present, it is approx. $6.13 billion. Under
his leadership, Mphasis also set a record of highest deal wins in its history, thus re-defining benchmarks and growing above industry rate.
Prior to joining Mphasis, Mr. Nitin Rakesh was the CEO and President of Syntel (NASDAQ listed IT Services Company). Before he was
appointed as the CEO, he served as president, Americas for Syntel, where he headed Business Development and North American
operations. Earlier, as the Founding CEO and Managing Director of Motilal Oswal Asset Management Company, he led the launch of
many award-winning innovative investment products, including India’s first US equities-based Exchange Traded Fund that tracks the
NASDAQ-100 index. His work with companies on advising them on their transformation roadmap with an ‘Applied Technology’ mindset
earned him the Gold Stevie for ‘Executive of the Year - Computer Services’, under the Management award category. He also won the
‘2019 American Business Awards and International Business Awards – Gold Stevie’ under the ‘Tech Innovator of the Year – Services’
category.
Mr. Nitin Rakesh’s maiden book has been recognized as ‘Best Business Book’ in the ‘Publication Award Category’ of American Business
Awards and has won the International Business Book title at 2021 Business Book Awards. He is one of the first 250 CEOs globally
across 26 countries who has committed to build an inclusive work environment, end disability inequality through business performance
and create social and economic value of people living with disabilities across the world. He is an active member of US – India Strategic
Partnership Forum (USISPF) and member of the NASSCOM executive council. Mr. Nitin Rakesh is a Nominee Director of ASK Investment
Manager and Founding Trustee of Plaksha University in India, a new model of engineering education and research through collective
philanthropy to transform higher education in India.
He also serves as a founding Trustee of Ashoka University in India.
Mr. Nitin Rakesh holds a Bachelor’s degree in Engineering (Computer Science) from Delhi Institute of Technology, Delhi University and
has received his Master’s in Management from Narsee Monjee Institute of Management Studies, Mumbai and is also an alumni of
Harvard Business School’s CEO Workshop.
95
Mr. Narayanan Kumar, Director
Mr. Narayanan Kumar joined the Board of Mphasis in February 2013. He is the Vice Chairman of The Sanmar Group (www.sanmargroup.
com), a global billion dollar conglomerate headquartered in Chennai, India, with manufacturing and distribution facilities in the USA,
Mexico, Egypt and at several locations across India. The Group is engaged in three key business sectors – Chemicals, Engineering and
Shipping.
Mr. Narayanan Kumar is the Honorary Consul General of Greece in Chennai.
He is on the Board of various public companies and carries with him over four decades of experience in the spheres of Electronics,
Telecommunications, Engineering, Technology, Management and Finance.
He is the Vice President and Trustee – Treasurer of WWF-India (World Wide Fund for Nature — India).
As a spokesman of Industry and Trade, he is a former President of Confederation of Indian Industry (CII) and has participated in other
apex bodies.
He is the Chairman of the Indo-Japan Chamber of Commerce and Industry.
Mr. Narayanan Kumar has a wide range of public interests going beyond the confines of corporate management in areas of health, social
welfare, education and sports. He is the President of Bala Mandir Kamaraj Trust and Managing Trustee of The Indian Education Trust
which runs Schools. He is the chairman of Bala Mandir Foundation.
Mr. Narayanan Kumar is an Engineering Graduate from Anna University, Chennai and a fellow member of the Indian National Academy
of Engineering. He is also a fellow life member of The Institution of Electronics and Telecommunication Engineers and The Institute of
Electrical and Electronics Engineers Inc., New York (IEEE). He is an avid golfer and a patron of cricket and tennis.
Ms. Jan Kathleen Hier, Director

Ms. Jan Kathleen Hier joined the Board of Mphasis in December 2015.
Formerly, she was the Executive Vice President at Charles Schwab responsible for centralized support services including Schwab
Technology Services, Operational Services and Offshore Services. Additionally, she held other positions including Chief Information
Officer, Executive Vice President of Human Resources, and Head of Electronic Brokerage Technology that developed schwab.com.
Before joining Schwab in 1994, Ms. Jan Kathleen Hier served as a Vice President of engineering at Transaction Technology, Inc.,
a Citicorp subsidiary, where she was responsible for providing distributed technology to Citibank businesses worldwide. Prior to Citibank,
she was an economist with the Bureau of Labor Statistics.
Ms. Jan Kathleen Hier was also a partner of a start-up (Bicycle Financial – www.bicyclefinancial.com). She is currently a Board member
of privately held Blackhawk Network, a provider of value-added payments.
Ms. Jan Kathleen Hier earned her Bachelor’s degree in Economics and attended Post-Graduate studies at Syracuse University, New York,
USA.
Mr. David Lawrence Johnson, Director

Mr. David Lawrence Johnson (Dave Johnson) joined the Board of Mphasis in September 2016.
Mr. Dave Johnson is a Director and CFO of TLG Acquisition One Corp., a special purpose acquisition corporation focused on digital
technologies and listed on the New York Stock Exchange. Mr. Dave Johnson is a Trustee in Mercy College, New York, USA.
Previously, Mr. Dave Johnson was a senior managing director at Blackstone, where he led many of their Private Equity technology
investments. He joined the firm in 2013 and is based in New York. Before joining Blackstone, Mr. Dave Johnson was the Senior Vice
President of Strategy at Dell Corporation, where he was responsible for corporate strategy, software, corporate development and
acquisition integration. Prior to joining Dell, Mr. Dave Johnson held a number of managerial positions across IBM’s business lines,
including the CFO of its’s $18B Technology Group and ultimately leading IBM’s Corporate Development organization, responsible for the
company’s acquisitions, divestitures, minority investments and acquisition integration.
Mr. Dave Johnson has also served on 11 Boards, including being Chairman of Optiv, Cloudreach Inc., and Intsights.
Mr. Dave Johnson received a B.A. in English and an M.B.A. from Boston College.
Mr. Amit Dixit, Director

Mr. Amit Dixit joined the Board of Mphasis in September 2016. Mr. Amit Dixit, based in Mumbai, is Head of Asia for Blackstone Private
Equity.
Since joining Blackstone in 2007, Mr. Amit Dixit has been involved with various investments and investment opportunities in South Asia
and global technology-enabled services.
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Previously, Mr. Amit Dixit was a Principal at Warburg Pincus and started his career at Trilogy Software. He received an MBA from Harvard
Business School, an MS in Engineering from Stanford University and a B.Tech. from Indian Institute of Technology Mumbai where he was
awarded the Director’s Silver Medal for graduating at the top of his program. Mr. Amit Dixit has established the first Chair exclusively for
women faculty pursuing research in science and technology at IIT Mumbai.
He currently serves as a Director of TaskUs (NASDAQ: TASK), Aadhar Affordable Housing Finance, Essel Propack (NSE:EPL), Aakash
Education, Sona BLW Precision Forgings (NSE: SONACOMS), IBS Software, Piramal Glass, Blackstone India and Nominee Director of
ASK Investment Managers Limited. Mr. Amit Dixit was previously a Director of Intelenet Global Services, Trans Maldivian Airways, Jagran
Media, Igarashi Motors India, S.H. Kelkar Fragrances and Emcure Pharmaceuticals.
Mr. Amit Dalmia, Director

Mr. Amit Dalmia joined the Board of Mphasis in September 2016. Mr. Amit Dalmia is a Senior Managing Director in the Corporate Private
Equity group of Blackstone and heads Portfolio operations in India. Since joining Blackstone in 2010, Mr. Amit Dalmia has led significant
improvement in the performance and development of Blackstone portfolio companies in India. Before joining Blackstone, Mr. Amit
Dalmia had diverse operational experience of over 13 years with Hindustan Unilever India (“HUL”) in various management and business
leadership roles.
Mr. Amit Dalmia has undergone a management training program with the Indian Institute of Management, Ahmedabad. He received
a B.Com. (Hons.) from St. Xavier’s College from the University of Kolkata, India. He is also a Chartered Accountant (CA), Company
Secretary (CS) and Cost Accountant (ICWA) with three Gold Medals for securing first-ranks in the country.
Mr. Marshall Jan Lux, Director

Mr. Marshall Jan Lux (Marshall Lux) joined the Board of Mphasis in August 2018. He has been a financial services consultant and
practitioner for over 30 years and has been on company boards or played an advisory role for various private equity companies across
industries and geographies. Currently, he works with companies across consumer credit, wealth, insurance, healthcare, technology and
financial technology. Mr. Marshall Lux has a broad network of C-suite executives, with whom he has worked with on some of their most
important issues.
Mr. Marshall Lux has also played an integral role in many of the largest private equity deals. In addition, he is a member of the Board of
Governors of the Online Lending Policy Institute.
Beyond corporate work, Mr. Marshall Lux has also worked on 35 pro bono assignments and has served on a number of not-for-profit
boards, including the Harlem Children’s Zone, the New York Historical Society’s Chairman’s Council, the New York Tenement Museum,
Junior Achievement and Reading is Fundamental. He is also a member of the Council on Foreign Relations.
Four years ago, Mr. Marshall Lux decided to broaden his focus areas. He has since been a Senior Fellow at the Mossavar-Rahmani
Center for Business and Government at the Harvard Kennedy School. He is also a Senior Advisor to The Committee on Capital Markets
Regulation and a Senior Fellow to The Program on International Financial Systems, both at Harvard Law School. Mr. Marshall Lux is also
a Senior Fellow at Wharton and Georgetown.
As a thought leader, Mr. Marshall Lux’s writings have concerned the unintended consequences of Dodd-Frank on financial services. He
has written papers entitled ‘The State and Fate of Community Banking,’ ‘What’s Behind the Non-Bank Mortgage Boom,’ and ‘Out of
Reach:Regressive Trends in Credit Card Access’. All papers have been cited in the Financial Times, Wall Street Journal, The New York
Times, among others. He has also released papers entitled ‘When Markets Quake: The Past, Present, and Future of Online Lending’ and
‘Hunting High and Low: The Decline of the Small IPO and What to Do About It.’ Apart from this, he is also a speaker and has spoken at
the House of Small Business Committee, the Federal Reserve and various universities and trade groups.
He began his career at McKinsey, where he served financial service firms across a variety of sub-sectors and functional areas.
Mr. Marshall Lux led McKinsey’s and Boston Consulting Group’s (BCG’s) private equity practice. He has extensive relationships across
financial services and private equity (PE) Firms. After approximately 25 years, he left McKinsey to become the Chief Risk Officer for
Chase (all consumer products globally) during the financial crisis. He then joined BCG, where he was a Senior Partner for five years, and
in particular, helped to build a private equity practice while serving financial institutions. For example, Mr. Marshall Lux was BCG’s first
Senior Partner and built the PE practice. He continues to be an active advisor to BCG.
He attended the Woodrow Wilson School at Princeton University and graduated Summa Cum Laude. Mr. Marshall Lux also attended
Harvard Business School where he was a Baker and Ford Scholar (awarded to the number one student in each graduate school).
Mr. Kabir Mathur, Director

Mr. Kabir Mathur joined the Board of Mphasis in December 2021. Mr. Kabir Mathur is Head of Asia Pacific within the Private Equities
Department of the Abu Dhabi Investment Authority (ADIA). He is responsible for leading all aspects of ADIAs private equity activities in
the Asia Pacific region, and is a member of the Private Equity Executive Committee.
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Prior to joining ADIA in 2018, Mr. Kabir Mathur worked at Kohlberg Kravis Roberts & Co (KKR) where he was responsible for sourcing,
executing and managing private equity investments in Asia. Mr. Kabir Mathur joined KKR in 2008, having previously worked at TPG
Capital, also in their Asian private equity business. Mr. Kabir Mathur began his career in the Investment Banking division of Citigroup/
Salomon Smith Barney.
Mr. Kabir Mathur graduated from the London School of Economics and Political Science with a BSc (Hons.) in Economics.
Mr. Pankaj Sood, Director

Mr. Pankaj Sood joined the Board of Mphasis in December 2021. Mr. Pankaj Sood heads the Private Equity (Direct Investments) business
of GIC Singapore (“GIC”) in India and Africa. He joined GIC in 2010 and is based in the Mumbai office.
Mr. Pankaj Sood currently serves as Non Executive Director of Bandhan Financial Holdings Limited and Bandhan Financial Services
Limited.
Mr. Pankaj Sood has over 23 years of experience in private equity and M&A transactions in India. Prior to GIC, Mr. Pankaj Sood was an
investment banker in India in Kotak Investment Bank, Ernst & Young and SBI Capital Markets.
Mr. Pankaj Sood is a post-graduate from Indian Institute of Management Calcutta (1999) and has a bachelor’s degree in Chemical
Engineering from Indian Institute of Technology Kharagpur (1996).
Ms. Courtney Karlan della Cava, Director

Ms. Courtney Karlan della Cava (Courtney della Cava) joined the Board of Mphasis in December 2021. Ms. Courtney della Cava is a
Senior Managing Director and Global Head of Portfolio Talent and Leadership. Before joining Blackstone in 2021, Ms. Courtney della
Cava served as a Partner at Bain & Company in its Leadership & Talent/Organization practice. With 20 years of global management
consulting experience at Bain & Company across multiple sectors and geographies, Ms. Courtney della Cava most recently advised
corporate and private equity clients on CEO succession, CEO and board effectiveness and broader organizational talent strategies and
solutions, and she also built and led several of the firm’s global human capital teams and capabilities. She also served as a Partner and
Managing Director for Russell Reynolds Associates, a global executive search and talent assessment firm, and European Marketing
Director for M&M Mars. Earlier, she held product and marketing roles with Toyota/Lexus, and began her career at WPP/Hill and Knowlton.
Ms. Courtney della Cava earned an MBA from The Wharton School of the University of Pennsylvania and graduated from The University
of California, Los Angeles, with a B.A. in Economics.
Ms. Maureen Anne Erasmus, Director

Ms. Maureen Anne Erasmus (Maureen Erasmus) was appointed to the Board of Mphasis in December 2021 subject to approval of the
members and other approvals as required. Ms. Maureen Erasmus has extensive experience in financial services including capital markets
and banking having worked across developed and emerging markets for more than 35 years. Until 2017, she was a partner at Bain and
Company Inc. (London), where she led major assignments across Europe, Middle East and Africa on corporate and investment banking
turnaround strategies. Prior to this, she held senior executive roles at Merrill Lynch in London and New York. Ms. Maureen Erasmus was
also a non- executive Director of Standard Bank Group and Standard Bank South Africa boards.
Currently, Ms. Maureen Erasmus is a non-executive director on three other corporate boards, namely Credit Suisse, UK (Chair), Mizuho
International (Senior Independent Director) and Vanguard, UK, (Chair of Risk & Compliance and Remuneration). She also serves on two
Global Advisory Board of African Leadership Institute, Ms. Maureen Erasmus is a graduate of the University of Cape Town.
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BOARD’S REPORT
Dear Shareholders,
We have pleasure in presenting you the thirty first Annual Report of your Company for the year ended 31 March 2022.
FINANCIAL PERFORMANCE
Key aspects of the financial performance of the Company are as follows: (` million)
CONSOLIDATED STANDALONE
Particulars Year ended Year ended Year ended Year ended
Total Income 1,21,219 98,553 75,128 56,507
Expenses 1,02,090 82,246 58,926 42,049
Profit before taxation 19,129 16,306 16,202 14,458
Net Profit 14,309 12,168 12,353 11,104
Transfer to General Reserve Nil Nil Nil Nil
Note: The figures are rounded off to the nearest Rupee.
A detailed analysis of the performance is available in the section, titled Management Discussion and Analysis of Financial Condition and
Results of Operations, of this Annual Report.
OUTLOOK
The rapidly changing environment that was the backdrop to many world events in the past couple of years, continues to remain so event
at present. In these two years of the global pandemic, the world has witnessed the consequences of the most widely shared economic
crisis on record and a robust recovery the very next year, marking the highest growth rate in more than four decades according to the
UN’s World Economic Situation and Prospects 2022 report. With the emergence of new COVID variants across the globe becoming
a routine, it is heartening that modern medicine, vaccinations and technology have largely helped to decouple and mitigate the link
between mobility and economic growth. While the road to complete economic recovery remains fragile, people and organizations have
adapted to life with the virus, bolstered by the effectiveness of vaccines with ease of living and technology enabled working, resulting
in more resilient economies. While we can expect economies to shift from stimulus spending and policy supports, potentially resulting
in a slower pace for global growth in 2022, a recent report from McKinsey however suggests that the growth will still be faster than the
pre-pandemic levels.
As we step into the third year of the pandemic, the urgent priorities for organizations have seen a marked shift. While 2020 was the year
of adapting to the ‘new normal’ and 2021 was seeking crisis-led opportunities, today, most enterprises are navigating persistent labor
market and supply-chain challenges in the technology decade or ‘techade’ they find themselves in. According to McKinsey, 2022 will
witness more “enterprises capitalizing on sophisticated provider offerings, including customized industry solutions and advances in
digital technology, such as AI, analytics and machine learning.” This analysis is echoed by NASSCOM’s latest report which states that
while enterprises focused on short-term digital transformation projects that had to be implemented rapidly in 2020, the focus in 2021
and beyond has been on larger initiatives with longer time frames while investing in emerging technology segments. It has become
increasingly clear that all businesses will have to reinvent themselves as digital-first businesses to survive in the new world.
The new realities of this world have led to a recalibration and reimagining of your Company’s purpose in the world – To be the Driver
in the Driverless car – where next-gen design, architecture and engineering services deliver scalable and sustainable software and
technology solutions to global enterprises. From this reinvigorated purpose, your Company has renewed its commitment to nurture
and empower employees by fostering a Hi-Tech, Hi-Touch and Hi-Trust environment as part of Mphasis’ value proposition to all of
its stakeholders. The pandemic has more than ever before cast a spotlight on the importance of growth in a sustainable way which is
fundamental to our strategy. With the global pandemic enhancing our role as a leading technology partner, our responsibility of being a
committed corporate citizen, required us to further our formal Environmental, Social, and Governance (ESG) journey.
Having made strategic bets in next-gen technologies early on, your Company was able to capitalize on the maturity of these investments
to seek out crisis-led opportunities when it mattered the most. Through the pandemic, your Company remained agile, quick to adapt
and willing to go the extra mile for its clients and other stakeholders. With your Company’s help, enterprises were able to accelerate their
digital journeys thereby cementing Mphasis’ position as a preferred technology partner for many clients. As enterprises accelerate the
adoption of digital business and seek more direct digital routes to connect with their customers, the industry’s future growth will be driven
by three factors - growth of the tech services market, shift toward a subscription model of consumption and tech spends originating from
new areas. This has resulted in a tech investing super cycle which is likely to last for the next three to five years. Acceleration in tech
adoption is a great tailwind, but it brings with it a higher risk of obsolescence. For your Company, however, it represents an opportunity
to engineer a better future by partnering with enterprises and enabling all stakeholders to move forward together.
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BOARD’S REPORT
Your Company will continue to invest in the engines of growth – expansion of capabilities, geographic presence, leadership and creating
a portfolio of IP-driven AI/ML innovation and focus on these vectors:
• Trend and composition of Total Contract Value (TCV) – generates over 80% of their TCV through proactive deal pursuits where win
rates are much higher at ~50% compared to competitive RFP situations;
• Sustained Pipeline growth – growing pipeline is marked by a strong influx of new-gen tribe deals over the past two years;
• New Client Acquisition (or NCA) program – in each of the chosen NCA verticals, the organization has built sales and account
management structures bringing to bear the optimum blend of technology leadership and domain depth in these verticals;
• Total Addressable Market (TAM) expansion – wallet share gains with their strategic accounts highlights the organization’s ability to
continually expand their addressable market within the client’s technology footprint going beyond the traditional CIO domain and
• Augmenting capabilities – the organization is also strengthening its cloud first approach to build and partner with cloud-ready tribes
and hyperscaler partnerships.
Your Company will continue to make big bets led by our engineering DNA mindset and stay ahead of technology curve, by remaining
true to our renewed purpose. Together, we will continue to grow and accelerate our Hi-Tech, Hi-Touch, Hi-Trust organization for future
success.
DIVIDEND
Your directors are pleased to recommend a final dividend of `46/- per equity share of `10 each for the financial year ended
31 March 2022, subject to your approval at the ensuing Annual General Meeting.
ACQUISITIONS
Your Company through its wholly owned subsidiary Mphasis Corporation, USA, acquired Blink Interactive, Inc, USA on
21 September 2021. Blink Interactive, Inc, a US based (Seattle) corporation specializing in design consultancy services around User
Experience (UX), User research-based software product design and strategy and Customer Experience (CX) design for marquee brands.
The synergy opportunity revolves around Product, Experience and Service design, as well as the end-to-end implementation services
across the spectrum of clients and industries serviced. Consequent to this acquisition, Blink Interactive, Inc, is a subsidiary of Mphasis
Corporation USA.
Your Company had announced a deal with the Specialty Broking Segment of The Ardonagh Group, UK (the “Ardonagh”) in 2020.
Expanding on this, during the year, Mphasis Consulting Limited, UK, a wholly owned subsidiary of the Company, ( “Mphasis Consulting”)
and Ardonagh set up a shared services entity to service middle and back-office functions. Mphasis Consulting entered into a Business
Venture Agreement with Ardonagh Services Limited, UK on 23 December 2021 and acquired 51% (100% economic rights) in Mrald
Limited,(“Mrald”), a company incorporated and registered in England and Wales. Consequent to this acquisition, Mrald, (and its wholly
owned subsidiary Mrald Services Limited, UK) is a subsidiary of Mphasis Consulting, UK. This acquisition will enable operational services
and transformation for insurance intermediary services and reinsurance including, but not limited to, client administration, payment
processing, claims processing, procurement, data management and storage software management and network and security solutions.
ENTERPRISE RISK MANAGEMENT

A detailed analysis of monitored risks and their mitigation plans are available in the section headed Management Discussion and Analysis
of Risks and Concerns, in this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the Secretarial Auditors confirming the compliance for the year ended
31 March 2022 as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed and forms part
of this Report.
EMPLOYEES
At Mphasis we strongly believe that our employees are our most important asset and we empower them to perform their best. Our
HR programs are designed on the principles of equality, fairness, collaboration and transparency to reinforce our deep-rooted winning
culture. With the tectonic shifts in supply and demand of digital talents, we are focused on investing in a best-in-class, future-ready talent.
Towards this end, we have been implementing efficient processes through enhancement of digital platform. We have customized hire-
to-retire policies, frameworks and programs for specific talent segments and skill communities. We ensure that our talent management
programs across employee lifecycle - including pay models and career progression encourage meritocracy and skill development.
Talent Next, our flagship program, has now evolved into a comprehensive HR ecosystem through robust iterations of practical application.
This program has ensured alignment to the objective of hyper-specialized competency development in line with the X2C2 TM strategy
(read as “Applying Cloud and Cognitive to everything”: i.e., capability building in NextGen Digital skills). In FY22, this program became
the basis for all strategic talent programs - integrating talent acquisition, talent development, performance management, employee
productivity, engagement, total rewards, and retention efforts.
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BOARD’S REPORT
Talent Next is a hyper-personalized cognitive automation platform with a ‘recommendation engine for skill acquisition’ that provides
suggestions based on both business requirements as well as employees’ aspirational needs. Further, it is powered by a host of immersive
learning features, social learning ecosystem and diverse learning resources for over 1,000 skills. On the learning adoption, there has been
a two-fold increase as compared to the previous year.
We have continued to invest in employee welfare through policy and budget enhancements in medical and life insurance programs
across the globe. From 24/7 support on insurance during pandemic to Covid-specific policies, we put our employees’ physical and
mental well-being at the front and center. Instead of a bi-annual pay review, we have now implemented a continuous review mechanism
that enables flexibility and skill-based intervention with speed. With the guiding principle of hyper-personalized rewards, our focus on
identified talent segments like specific digital skills, campus hires, leadership etc., has helped us to secure the intended results.
With the changes brought in through accelerated adoption of hybrid work environment, we saw the need to redefine the single purpose
that draws Mphasians across remote teams and geographies to work together every day. Our ‘Hybrid first’ workplace model has
enabled us to think beyond engagement. Our Hi-Touch, Hi-Tech and Hi-Trust proposition stays at the core of all people programs, with
a keen focus on employee experience, wellness, and connections.
COMMUNITY OUTREACH
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Mphasis CSR is committed to bringing social change by applying the power of technology and disruptive solutions. Our belief is that
the use of technology, tools and resources responsibly can play a transformational role for positive outcomes in the areas of education,
livelihood creation and equitable development. Our 2-pronged approach to sustainability, enables us to deliver value to the community
and our stakeholders, by applying tech for the good of our business and society. This has led us to undertake several CSR programs that
aim to benefit socially excluded and economically disadvantaged target groups, including support towards COVID-19 relief for vulnerable
communities. We have also focused on the larger goal to become a corporate technology partner of choice, for certain Indian higher
educational institutions, to enable the development of demonstrable, applied research projects that are of social relevance, thereby also
bridging the gap between corporate and academia.
CSR at Mphasis is implemented through Mphasis F1 Foundation (an independent registered trust). During the year, the Company spent
` 282.08 million on the CSR expenditure as against the mandated spend of ` 281.58 million. The CSR Annual Report for the year ended
31 March 2022 is annexed and forms part of this Report.
The highlights of your Company’s CSR activities are described in detail on the Company’s website available at:
https://www.mphasis.com/home/corporate/community-social-responsibility.html.
PREVENTION OF SEXUAL HARASSMENT (POSH)

Your Company is committed to the provision of a workplace, free of Sexual Harassment (“SH”) and to provide a redressal mechanism for
all complaints of SH without fear or threat of reprisals in any form or manner whatsoever to all its employees irrespective of their gender
and sexuality.
It is confirmed that during the year, the Company has complied with applicable provisions in relation to Sexual harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the provisions relating to the constitution of Internal Complaints
Committee under the said Act.
During FY22, 30 sexual harassment complaints were filed and all the complaints were disposed as on 31 March 2022.
ESTABLISHMENT OF VIGIL MECHANISM

Mphasis Code of Conduct requires directors, officers and employees to observe high standards of business and personal ethics in the
conduct of their duties and responsibilities. The Company has a Whistleblower Policy to enable persons who observe unethical practices
(whether or not a violation of law), to approach the Whistleblower Custodian without revealing their identity, if they choose to do so.
Further the complaint can be reported to the Ombudsperson (Chairman of the Audit Committee) where the Complainant feels that the
complaint has not been addressed or actioned in a timely and appropriate manner. This Policy governs reporting and investigation of
allegations that are breach of Code of Business Conduct and violation under code for prevention of Insider Trading. This Policy covers
all Mphasis group companies and its affiliates and further extends to all Mphasis suppliers and contractors engaged in rendering the
services.
DIRECTORS AND KMP

Pursuant to provisions of Section 149 of the Companies Act, subject to approval of the shareholders, Ms. Maureen Anne Erasmus
was appointed as an Independent Director (Additional Director) on the Board for a period of 5 years effective from 20 December 2021.
The Company has received declarations from Ms. Maureen Anne Erasmus confirming that she meets the criterion of independence as
per the law and has consented for being appointed as an Independent Director. Pursuant to Section 161 of the Companies Act, 2013,
Ms. Maureen Anne Erasmus holds office until the date of ensuing Annual General Meeting. However, the Company has received a notice
under Section 160 of the Companies Act, 2013, from a member proposing her candidature to the office of the Directorship. The Board
of directors recommends her appointment as an Independent Director to the members of the Company.
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BOARD’S REPORT
Mr. Kabir Mathur, Mr. Pankaj Sood and Ms. Courtney della Cava were appointed as the non-executive additional directors by the Board
vide its resolution dated 20 December 2021. Pursuant to Section 161 of the Companies Act, 2013, the additional directors hold office
until the date of the ensuing Annual General Meeting. However, the Company has received notices under Section 160 of the Companies
Act, 2013, from members proposing their candidatures to the office of directorship. Accordingly, necessary resolutions in relation to the
appointment of the above directors are placed before the members at the ensuing Annual General Meeting and the Board recommends
their appointment as the Directors of the Company.
In accordance with Section 152 of the Companies Act, 2013, Mr. David Lawrence Johnson [DIN:07593637] and Mr. Amit Dalmia
[DIN:05313886] will retire by rotation at the ensuing Annual General Meeting and are eligible for re-election.
The Board recommends the re-appointment of the above directors for approval of the members. Necessary resolutions in connection
with the above are being placed for approval of the members at the ensuing Annual General Meeting.
STATUTORY AUDITORS
The members have at the twenty seventh Annual General Meeting held on 7 August 2018, appointed M/s. B S R & Co. LLP (Registration
No.101248W/W-100022), Chartered Accountants, as the Statutory Auditors of the Company under Section 139 of the Companies Act,
2013, for a period of 5 years, from the conclusion of Twenty Seventh Annual General Meeting till the conclusion of Thirty Second Annual
General Meeting.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit reports on the financial
statements for the year ended 31 March 2022.
SECRETARIAL AUDITOR
The Board had in its meeting held on 20 January 2022 appointed Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738),
as the Secretarial Auditor for the financial year ended 31 March 2022. In addition, as required under the SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2019, the secretarial audit of Msource (India) Private Limited, a material subsidiary,
has also been carried out.
As required under the Section 204 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2019, the secretarial audit reports of the Company and its material subsidiary for the FY22 are annexed and form part of this
Report. The audit reports do not contain any qualification, reservation or adverse remarks.
DIRECTORS’ RESPONSIBILITY STATEMENT

Information as per Section 134(5) of the Companies Act, 2013, is annexed and forms part of the Report. Further, based on the confirmation
and certificates received, the Board confirms that the Company has complied with the Secretarial Standards on the Board Meetings
issued by the Institute of Company Secretaries of India, as applicable to the Company, during the financial year ended 31 March 2022.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Sustainability and social responsibility have always been the cornerstone of your Company. As a committed corporate citizen, your
Company has kickstarted its formal ESG journey. All our efforts are underpinned by our commitment to the community and building a
sustainable business and is fundamental to our strategy; enabled by the power of technology and disruptive solutions. Our ESG mission
focuses on reducing company-wide environmental footprint, building sustainable supply chains with diverse professional culture and
transparent and ethical governance. The details of ESG initiatives are available on our website at https://www.mphasis.com/home/esg.html.
Your Company has voluntarily adopted the BRSR for the year ended 31 March 2022 and the report detailing the business responsibility
and sustainability practices is uploaded on the website of the Company at www.mphasis.com and forms part of the Annual Report.
OTHER DISCLOSURES
SUBSIDIARIES
As on 31 March 2022, your Company has subsidiaries in Australia, Belgium, Canada, France, Germany, India, Ireland, Mauritius,
Netherlands, People’s Republic of China, Philippines, Poland, Singapore, the United Kingdom and the United States of America. In
addition, the overseas subsidiaries have branches in Canada, Costa Rica, France, Hungary, Japan, Malaysia, Mexico, People’s Republic
of China, Sweden, Switzerland and Taiwan.
In accordance with Section 129 (3) of the Companies Act, 2013 the consolidated financial statements are attached to this Annual Report.
Further, a statement containing salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is annexed to
this Report. The statements provide the performance and financial position of each of the subsidiaries.
The audited financial statements of the subsidiaries are available for inspection of the members at the Registered Office of the Company
and are also being uploaded on the website of the Company, www.mphasis.com. A translated copy of the financial statements have
been provided where such financial statements are in the foreign language.
A copy of the above financial statements shall be sent to the members upon request.
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BOARD’S REPORT
EMPLOYEES STOCK OPTION PLANS AND RESTRICTED STOCK UNIT PLANS
The Company’s Employee Stock Option Plans (ESOPs) are administered through the Mphasis Employees Equity Reward Trust and the
Restricted Stock Unit Plans (RSUs) are administered through the Mphasis Employees Benefit Trust. Further, all the plans are administered
by the ESOP Compensation Committee of the Board.
The Company currently has two stock option plans in operation, namely, Mphasis Employees Stock Option Plan - 1998 (ESOP 1998)
(Version II) and Mphasis Employees Stock Option Plan - 2016 (ESOP 2016). During the year ended 31 March 2022, the Company
has allotted 775,683 equity shares pursuant to the exercise of stock options. Further, during the year ended 31 March 2022 the
ESOP Compensation Committee granted 853,275 stock options to the eligible employees.
The shareholders at its Annual General Meeting held on 29 September 2021 approved institutionalisation of Restricted Stock Units
Plan 2021 (RSU 2021) with the underlying shares not exceeding 3,000,000 shares. During the year, the Company obtained in-principle
approval for RSU 2021 from BSE Limited and the National Stock Exchange of India Limited on 21 October 2021. Further to this, during
the financial year the ESOP Compensation Committee granted 1,075,188 stock units to the eligible employees.
The information to be disclosed as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, for the year ended
31 March 2022 is annexed to the Board’s report and is also uploaded on the website of the Company at www.mphasis.com.
The Board of Directors of the Company, in its meeting held on 28 April 2022, approved an amendment to ESOP 2016 to align with
Regulation 9(4) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which exempts one-year minimum
vesting requirement in the event of death/permanent disablement of an Employee.
DIRECTORS’ INTEREST AND RELATED PARTY DISCLOSURES

No director was interested in any contracts or arrangements existing during or at the end of the year that was significant in relation to
the business of the Company. No director holds any shares or stock options in the Company as on 31 March 2022 except Mr. Davinder
Singh Brar, Chairman, who holds 28 shares and Mr. Nitin Rakesh, Chief Executive Officer and Managing Director, who holds 12,53,226
stock options (includes 274,226 stock options granted during the financial year) and 345,196 stock units (granted during the financial
year). None of the directors had any other interest in the share capital of the Company as at 31 March 2022. All the transactions entered
into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and are at an arm’s
length basis.
The Company has a policy for dealing with Related Party Transactions which has been uploaded on the Company’s website at
www.mphasis.com. The particulars of the contract or arrangements with the Related Parties in form AOC-2 is annexed and forms part
of this Report.
SHARE CAPITAL
During the year under review, the Company has allotted, on various dates, 775,683 equity shares pursuant to the exercise of stock
options. The Issued Share Capital of the Company as on 31 March 2022 stood at ` 1,878 million and Reserves and Surplus stood at
` 67,553 million (consolidated basis) and ` 42,598 million (standalone basis) respectively.
PARTICULARS OF EMPLOYEES’ REMUNERATION

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an annexure and forms part of this
report.
However, in terms of Section 136(1) of the Companies Act, 2013, the report is being sent to the Members excluding the aforesaid
annexure and shall be available for inspection of the members, till the date of the Annual General Meeting, at the registered office of the
Company during working hours. Any Member interested in obtaining a copy of the annexure may write to the Company Secretary at the
Registered Office of the Company.
In terms of proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars
of the employees posted and working in a country outside India is not circulated to the members, but the same shall be filed with the
Registrar of Companies while filing the Financial Statements and Board’s Report.
ANNUAL RETURN
The Annual Return of the Company as at 31 March 2022 in Form MGT-7 is uploaded on the website of the Company under financials
and filings section at https://www.mphasis.com/home/corporate/investors.html. The Annual Return will be filed with the Registrar of
Companies, after the Annual General Meeting, within the prescribed time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are disclosed in the financial
statements of the Company.
103
BOARD’S REPORT
DEPOSITS
Your Company has not accepted any deposits from the public and as such no principal or interest was outstanding as on the date of
the Balance Sheet.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO
A. CONSERVATION OF ENERGY:
Your Company is committed towards Energy conservation. We recognize energy efficiency plays a central role in lowering our
operational Green House Gas emissions. Various improvements and initiatives are implemented to enhance efficiency through
technological upgrades and effective monitoring of operational and maintenance activities. We have been able to reduce our
electricity consumption and carbon footprint over the years through effective energy management and sustainable initiatives
including installation of LED lamps, hydrogen sensors for data rooms, occupancy sensors at the office premises and procurement
of new state of art/energy efficient VRV AC units and PAC units which replaced the old and inefficient AC units.
We have been one of the early adopters of renewable energy and we strive to move towards the same. We have installed solar
panels with a capacity of 10KW at Mangalore facility and solar inverters at identified facilities to promote sustainable energy
usage. Year on year target has been set for reduction of Energy consumption by 5% and Carbon footprint by 1% and the set
targets are consistently achieved.
One of the Company’s facilities at Bengaluru has been certified LEED (Leadership in Energy and Environmental Design) Gold
by United States Green Building Council (USGBC). The key facilities have been awarded with 5-star, 4-star and 3-star rating by
Bureau of Energy Efficiency, Government of India (BEE) for the last 7 years. The rating is a nationally accepted industry benchmark
and Mphasis is certified by BEE in India. Your Company has been awarded, by Confederation of Indian Industry, an Environment,
Health and Safety (EHS) Award with a  (3 star) and  (4 star) rating for the facilities at Bengaluru appreciating its
sustainable initiatives. The Company’s facilities in Bengaluru – WTC 2, WTC 3, WTC 4, Parin, Laurel, Pritech, GTP Towers “B” and
“E” are certified for ISO 14001:2015 by British Standards Institution (BSI) showcasing the demonstration and competence towards
the Environmental management system.
B. TECHNOLOGY ABSORPTION:
Particulars relating to technology absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS OR OUTGO:

(` million)
(a) Foreign Exchange earned in terms of actual inflows during the year 67,088
(b) Foreign Exchange outgo in terms of actual outflows during the year 26,450
D. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no significant material orders passed by the Regulators or the Courts, Tribunals impacting
the going concern status and the Company’s operations in future.
ACKNOWLEDGMENT
Your directors acknowledge with thanks the continued support and valuable co-operation extended by the business constituents,
investors, vendors, bankers and shareholders of the Company. The directors place on record their appreciation for the support from
the Software Technology Parks of India, the Department of Communication and Information Technology, the Government of India,
Government of Karnataka, Maharashtra, Tamil Nadu, Telangana, Uttar Pradesh, Reserve Bank of India, other governmental agencies,
Trade Associations and NASSCOM. We also thank the government agencies of various other countries where we have our operations.
Your directors would like to place on record their appreciation for the Employees of the Company and its subsidiaries, at all levels,
for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant
and leading player in the industry.
Your directors specially thank the front-line employees and support staff who acted selflessly to keep the business continuity during
the challenging times of pandemic and have supported to serve our clients and other stakeholders.
For and on behalf of the Board of Directors
New Delhi, India D S Brar

28 April 2022 Chairman
104
Annexure to the Board’s Report

Annual Report on CSR Activities for the year ended 31 March 2022
1. A brief outline on CSR Policy of the Company:
The brief of the CSR Policy is provided in the Board’s Report and the policy is uploaded on the website of the Company at
https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/governance/policies/mphasis-csr-policy.pdf
2. The composition of the CSR Committee:
The following are the members of the CSR Committee as at the date of the report:
Number of meetings of Number of meetings

Sl. Designation /Nature of
Name of Director CSR Committee held of CSR Committee
No. Directorship
during the year attended during the year
1 Mr. Narayanan Kumar Chairman / Independent Director 3 3

2 Mr. Davinder Singh Brar Member / Independent Director 3 3
3 Mr. Amit Dalmia Member / Non-Executive Director 3 2
4 Mr. Nitin Rakesh Member / Executive Director 3 3
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are
disclosed on the website of the Company:
The composition of CSR committee is uploaded on the website of the Company at:
https://www.mphasis.com/home/corporate/community-social-responsibility/csr-team.html
The CSR Policy is uploaded on the website of the Company at:

https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/governance/policies/mphasis-csr-policy.pdf
The CSR projects approved by the Board are uploaded on the website of the Company at:
https://www.mphasis.com/home/corporate/community-social-responsibility.html
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) :
Project: Incubation of not for profits | Location: Pan India| CSR Partner: The /Nudge Foundation
• Incubated and accelerated a total of 23 non-profits between 2018 and 2021;
• More than 95% of the incubated enterprises significantly expanded their operations after incubation;
• Average of 8 times additional funding raised by not for profits within a year of the project; and
• Cumulative total impact of 4 million beneficiaries across sectors.
Project: Installation of STP at Mahadevapura Lake | Location: Bengaluru, Karnataka| CSR Partner: United Way Bengaluru
• Set up sewage treatment plant with a capacity to treat 1 million litres of water per day since 2019;
• STP improved water quality of the lake by more than 75% as indicated by the drop in BOD (biological oxygen demand) values of
the lake; and
• Restored biodiversity in the lake premises and generated positive impact on livelihoods of communities in and around the lake.
Project: Make India Accessible| Location: PAN India| CSR Partner: National Center of Promotion of Employment for Disabled People
(NCPEDP)
• Ensured effective implementation of the Rights of Persons with Disabilities (RPwD) Act- established 3 Disability Law Units
covering 14 states to raise awareness and for grievance redressals;
• More than 30 best practices were recognized by Mphasis NCPEDP Universal Design Awards in the period 2018-21;
• ‘Accessibility Standards for Persons with Disabilities in Television Programmes’ was released by Ministry of Information and
Broadcasting which mandates accessibility of TV programmes to persons that have hearing disability;
• All the 21 categories of disabilities as per RPWD Act of 2016 to be included in Census 2021; and
• Standardization of Indian Sign Language across the Country included in the National Education Policy
105

Project: Mphasis-IIITB Center of Excellence for Cognitive Computing | Location: Bengaluru, Karnataka| CSR Partner: International
Institute of Information Technology (IIITB)
• Clinical Decision Support Platform to screen patients with COVID utilized by front line workers across 2,091 villages in India:
more than 5 lakh screenings done;
• BelYo, a block chain platform developed for digitizing and enabling access to people’s COVID-19 data by COVID tracking apps
like Aarogya Setu; and
• Learning Apps, an AI assisted personalized learning platform, used to create applications for Navigated Learning and has
implemented it in 3,523 schools covering 7.2 million learners.
Project: Disaster Relief during Gaja Cyclone | Location: Tamil Nadu| CSR Partner: United Way Bengaluru
• Constructed 87 cyclone resistant homes across 11 villages in Nagapatinam District; these shelters are in place for more than 2
years now; and
• Supported restoration of livelihoods of 494 people; resulted in an average increase in incomes of approx. ` 200 to 300 per family.
Project: Mphasis Research Chair on Digital Accessibility | Location: Bengaluru, Karnataka | CSR Partner: Indian Institute of
Management Bengaluru (IIMB)
• 12 research articles and 2 book chapters on disability were published in internationally renowned journals with 345 citations
between the years 2016 to 2022;
• The prolific research outputs and dissemination of knowledge on disability and digital accessibility contributed significantly to
policies and procedures required for India to achieve sustainable development targets and national development indicators on
disability; and
• Contributed towards policy development by three focused reports on assistive technologies and accessibility submitted to state
and central government departments.
The reports on the Impact assessment of CSR projects carried out is available on the website of the Company at:
https://www.mphasis.com/home/corporate/community-social-responsibility.html
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:
Amount available for set-off Amount required to be set-off

Sl. from preceding financial years for the financial year, if any
Financial Year
No.
(in `) (in `)
1 2020-21 0.31 million Nil
6. Average net profit of the company as per section 135(5) : ` 14,094.5 Million
7. a) Two percent of average net profit of the company as per section 135(5) ` 281.89 Million
b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years Nil
c) Amount required to be set off for the financial year, if any refer note
Nil
d) Total CSR obligation for the financial year (7a+7b- 7c). ` 281.89 Million
Note: The excess CSR spend of `0.31 million, pertaining to FY21, is allowed to be carried forward for three financial years in terms of Companies
(Corporate Social Responsibility) Rules, 2014. As the Company has exceeded the CSR obligation pursuant to the aforesaid Rule, the same is not
considered for set-off in the current financial year.
8. (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in ` million)

Total Amount Spent
for the Financial Year Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
CSR Account as per section 135(6) VII as per second proviso to section 135(5)
(in ` million)
Amount Date of transfer Name of the Fund Amount Date of transfer
282.08 Nil Not Applicable Not Applicable Not Applicable Not Applicable
106
(b) Details of CSR amount spent against ongoing projects for the financial year:
(11)
(1) (2) (3) (4) (5) (6) (7) (8) (Refer Note 2 and 3 for
section 9 and 10)
Location of the Amount Amount spent

Sl. Item from the list of activities Local area project Project allocated in the current CSR Partners
Name of the Project
No. in Schedule VII to the Act. (Yes/No) duration For the project financial Year
State District
(in ` Million) (in ` Million)
Accessible
transportation (x) support to persons with
1. Yes Karnataka Bengaluru 5 years 165.36 13.72 Uber India
for persons with disabilities
disabilities
Support to Museum (x) support to persons with

Art & Photography
2. of Art & Photography disabilities Yes Karnataka Bengaluru 5 years 100.00 20.00
Foundation
(MAP) (viii) social business projects
The/Nudge LifeSkills 168.60 The/Nudge LifeSkills

3. (ii) promotion of education Yes Karnataka Bengaluru 4 years 60.00
Foundation Foundation
English and LifeSkills (vii) employment enhancing 45.94 The/Nudge Life Skill
4. Yes Karnataka Bengaluru 4 years 14.79
training for women vocational skill Foundation
Support to Plaksha Reimaging Higher

5. (ii) promotion of education No Punjab Mohali 5 years 100.00 10.00
University Education Foundation
Support to Ashoka (ii) promotion of education Not Ashoka Innovators for

6. No PAN India 2 years 25.27 2.25
Young Changemakers (x) promoting inclusion Applicable the Public
International
7. Ashoka University (ii) promotion of education No New Delhi New Delhi 2 years 100.00 50.00 Foundation for
Research & Education
TOTAL 705.17 180.76

Notes:
1. The amount spent in the current financial year forms part of the total CSR Expenditure reported for FY22.
2. Amounts Transferred to the Unspent CSR Account for the project as per section 135(6) (in ` million) (Section 9 of the prescribed format) - Nil.
3. Mode of Implementation – Direct – Yes/No (Section 10 of the prescribed format) - No.
4. Mode of Implementation – Through Implementing Agency – Name of the implementing agency and CSR Registration Number - (a) Implementing Agency for all projects mentioned above–
Mphasis F1 Foundation; (b) CSR Registration No. CSR00002471.
5. All the CSR activities of the Company are implemented through its Implementing agency, Mphasis F1 Foundation. The CSR Partners referred above are the agencies to whom
Mphasis F1 Foundation has made grants pursuant to CSR policy of the Company.
6. The project duration mentioned above refers to the period of MOU executed with the CSR partners. The allocation approved for the ongoing projects shall be as per the Companies Act, 2013.

107
108
(c ) Details of CSR amount spent against other than ongoing projects for the financial year:
Refer Note 1 and 2 for

(1) (2) (3) (4) (5) (6)
section 7 and 8
Amount
Location of the project

Sl. Name of Item from the list of activities Local area spent for the
CSR Partners
No. the Project in schedule VII to the Act (Yes/ No) project
State District
(in ` Million)
(ix) relief and socio-economic
1. COVID Relief No PAN India Not Applicable 5.00 Kaushalya Foundation
development
2. COVID Relief Yes Maharashtra Pune 21.26 Give India
development
3. COVID Relief No Tamil Nadu Madurai/Coimbatore 20.00 American India Foundation
development
4. COVID Relief No Karnataka Bengaluru 9.52 NASSCOM Foundation
development
5. COVID Relief No Karnataka Bengaluru 24.94 United Way Bengaluru
development
Support to CSMEM
6. (ii) promotion of education Yes Maharashtra Pune 9.91 The Akanksha Foundation
School Pune
TOTAL 90.63
Notes:
1. Mode of Implementation – Direct – Yes/No (Section 7 of the prescribed format) - No.
2. Mode of Implementation – Through Implementing Agency – Name of the implementing agency and CSR Registration Number - (a) Implementing Agency for all projects
mentioned above– Mphasis F1 Foundation; (b) CSR Registration No. CSR00002471 (Section 8 of the prescribed format).
3. All the CSR activities of the Company are implemented through its Implementing agency, Mphasis F1 Foundation. The CSR Partners referred above are the agencies to whom
Mphasis F1 Foundation has made grants pursuant to CSR policy of Mphasis.
(d) Amount spent in Administrative Overheads : ` 9.41 million
(e) Amount spent on Impact Assessment, if applicable : ` 1.29 million
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : ` 282.08 million
(g) Excess amount for set off, if any
Sl. No. Particulars Amount (in ` million)

(i) Two percent of average net profit of the company as per section 135(5) 281.89
(ii) Total amount spent for the Financial Year 282.08
(iii) Excess amount spent for the financial year [(ii)-(i)] 0.19
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.19

9. (a) Details of Unspent CSR amount for the preceding three financial years:
Amount Amount transferred to any fund specified
Amount spent Amount remaining
transferred to under Schedule VII
in the to be spent in
Sl. Preceding Unspent CSR as per section 135(6), if any
reporting succeeding
No. Financial Year Account under
Financial Year Name of the Amount financial years.
section 135 (6) Date of transfer
(in ` Million) Fund (in ` Million) (in ` Million)
(in ` Million)
1. FY 2020-21 Nil 254.54 Nil Nil Not Applicable Nil
TOTAL 644.76
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Amount Cumulative
Total amount Status of
Financial spent on the amount spent
Allocated for the
Sl. Year in which Project project in at the end
Project ID Name of the Project the project
No. the project was duration the reporting of reporting
project Completed
commenced Financial Year Financial Year
(in ` Million) /Ongoing
(in ` Million) (in ` Million)
1. FY31.03.2021_2 Museum of Art & FY 2019-20 5 years 100.00 20.00 60.00 Ongoing
Photography (MAP)
2. FY31.03.2021_4 English and LifeSkills FY 2019-20 4 years 45.94 14.79 36.87 Ongoing
training for women
3. FY31.03.2021_1 Accessible FY 2016-17 5 years 165.36 13.72 165.36 Completed
transportation
for persons with
disabilities
4. FY31.03.2021_5 Support to Plaksha FY 2018-19 5 years 100.00 20.00 63.10 Ongoing
University
5. FY31.03.2021_3 The/Nudge LifeSkills FY 2020-21 4 years 168.60 60.00 70.40 Ongoing
Foundation
6. FY31.03.2021_6 Ashoka Young FY 2019-20 2 years 25.27 2.25 25.34 Completed
Changemakers
7. FY31.03.2021_7 Ashoka University FY 2020-22 2 years 100.00 50.00 100.00 Completed
TOTAL 705.17 180.76 521.07
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year(asset-wise details)
a) Date of creation or acquisition of the capital asset(s)

b) Amount of CSR spent for creation or acquisition of capital asset
Nil
c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.
d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):-
Not Applicable
It is confirmed that the implementation and monitoring of CSR Policy is in compliance with the CSR Objectives and CSR Policy of the
Company.
For and on behalf of the Board
New York, USA Nitin Rakesh

28 April 2022 Chief Executive Officer and Managing Director
Chennai, India Narayanan Kumar

28 April 2022 Chairman of CSR Committee
109
Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Personnel) Rules, 2014]
To,
The Members,
MPHASIS LIMITED
Bagmane World Technology Center,
Marathahalli Outer Ring Road,
Doddanakundi Village, Mahadevapura,
Bengaluru-560048
CIN of Company : L30007KA1992PLC025294

Authorised Capital : ` 2,45,00,00,000/-
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by MPHASIS LIMITED (“the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, Registers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year
ended on 31 March 2022 (‘year under review’) complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
1. I have examined the books, papers, registers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on 31 March 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder with regard to maintenance of minimum
public shareholding and compliance under clause 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder with regard to dematerialisation / re-
materialisation of securities and reconciliation of records of dematerialised securities with all securities issued by the Company
in compliance with amended clause 76(1) of the SEBI (Depositories and Participants) Regulations, 2018 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable to Overseas
Direct Investment;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including
the provisions with regard to disclosures and maintenance of records required under the said Regulations;
c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 including the provisions with
regard to disclosures and maintenance of records required under the said Regulations;
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 were not
applicable during the year under review;
e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 were not applicable
during the year under review;
g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
110

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 were not applicable during the
year under review; and
i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 were not applicable during the year
under review;
vi. The other laws to the extent applicable:

a. The Information Technology Act, 2000 and the rules made thereunder
b. The Special Economic Zones Act, 2005 and the rules made thereunder
c. The Software Technology Parks of India rules and regulations made thereunder
d. The Registration Act, 1908
e. The Indian Stamp Act, 1899
f. The Limitation Act, 1963
g. The Indian Contract Act, 1872
h. The Negotiable Instrument Act, 1881
i. The Sale of Goods Act, 1930
j. The Trade Marks Act, 1999
k. The Patents Act, 1970
l. The Copyright Act, 1957
m. The Designs Act, 2000
n. Income Tax Act, 1961
o. The Central Goods and Services Tax Act, 2017
p. The Environment Protection Act, 1986
q. The Trade Unions Act, 1926
r. The Weekly Holidays Act, 1942
s. The Telecom Regulatory Authority of India Act, 1997
t. The Insurance Act, 1938
u. General Clauses, 1897
v. Foreign Trade (Development And Regulation) Act, 1992
w. Employees’ Provident Funds And Miscellaneous Provisions Act, 1952
x. Employees’ State Insurance Act, 1948
y. Employees’ State Insurance (Central) Rules, 1950
z. Labour Laws including ESI Act, Employee’s PF & Miscellaneous Provision Act, Payment of Bonus Act, Payment of Gratuity
Act, Contract Labour Act, Employees Compensation Act, Equal Remuneration Act, Maternity Benefit Act, 1961
aa. Bureau of Indian Standards Act, 1986
bb. E-waste (Management and Handling) Rules, 2011
cc. The State Acts, rules, guidelines and regulations to the extent applicable to the Company based on the location of its offices
across India.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and Section 118(10) of the Companies
Act, 2013.
In my opinion and to the best of my information and according to the explanation given to me, I report that the Company has
complied with all applicable Secretarial Standards issued by ICSI with respect to General and Board meetings in accordance
with Section 173(3) of the Act.
111

b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has complied with the requirements under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
My examination of compliance by the Company with the applicable financial laws, including direct and indirect taxation
laws are limited to extent of the compliance reporting made by the management to the Board of Directors of the Company.
Further, for ascertaining compliance with applicable financial laws, I have relied on the report of the Statutory Auditors of the
Company.
2. Based on my examination and verification of the registers, records and documents produced to me and according to the information
and explanations given to me by the Company: -
I report that during the period under review, the Company has complied with the applicable provisions of the Act, rules, regulations,
guidelines, standards etc. mentioned above.
I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 2013 (the Act) and the
rules made thereunder and with the enabling provisions of the Memorandum and Articles of Association of the Company, wherever
applicable with regard to:
a) maintenance of various statutory registers and documents and making necessary entries therein;
b) closure of the Register of Members;
c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies/Ministry of Corporate Affairs
and the Central Government;
d) service of documents by the Company on its Members, Auditors and the Registrar of Companies;
e) notice of Board meetings and Committee meetings of Directors;
f) the meetings of Directors and Committees of Directors including passing of resolutions by circulation;
g) the 30th Annual General Meeting held on 29th September 2021;
h) minutes of proceedings of General Meeting and of the Board and its Committee meetings;
i) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever
required;
j) constitution of the Board of Directors /Committee(s) of Directors, appointment, retirement, regularization and re-appointment
of Directors including the Executive Director/Whole-time Director, Key Managerial Personnel wherever applicable;
k) payment of remuneration to Executive Director/ Whole-time Director and payment of commission to Non-Executive Directors;
l) appointment of Auditors and the remuneration payable to them;
m) transfer and transmission of the Company’s shares if any, issue and allotment of shares, buyback of shares, issue and
delivery of share certificate(s) and duplicate share certificates wherever applicable;
n) declaration and payment of dividends;
o) transfer of certain amounts as required under the Act to the Investor Education and Protection Fund and uploading of details
of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;
p) investment of the Company’s funds including inter-corporate loans, loans to others and investments wherever applicable;
q) the Company has an existing secured loan and during the year under review the Company has not filed any forms for
creation, modification and satisfaction of charge;
r) form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General
Instructions for preparation of the same as prescribed in Schedule III to the Act;
s) Board’s report;
t) contracts, common seal, registered office and publication of name of the Company; and
u) Generally, all other applicable provisions of the Act and the rules made under.
I further report that compliance by the Company of applicable financial laws such as direct and indirect taxation laws and
maintenance of financial records and books of accounts are reviewed in a limited manner in this audit since the same have been
subject to review under the statutory audit and by other designated professionals.
112

3. I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors,
Woman Independent Director and Independent Directors. The changes in the composition of the Board of Directors and Key
Managerial Personnel that took place during the year under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance in accordance with Section 173(3) of the Act and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
There are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor
and ensure compliance with applicable laws including general rules like labour laws, Environmental laws, regulations and guidelines.
All decisions at Board Meetings and Committee Meetings are carried out by requisite majority as recorded in the minutes of the
meetings of the Board of Directors or Committee of the Board as the case may be.
4. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
5. I further report that:
(a) the Directors have complied with the requirements as to disclosure of interests and concerns in contracts and arrangements,
shareholdings and directorships in other companies and interests in other entities;
(b) the Directors have complied with the disclosure requirements in respect of their eligibility of appointment, being independent and
compliance with the Code of Business Conduct and Ethics for Directors and Management Personnel;
(c) the Company has obtained all necessary approvals under the various provisions of the aforesaid Acts and rules made thereunder,
to the extent applicable; and
(d) No prosecution was initiated by any statutory authorities and no fines or penalties were imposed during the year under review
under the Act, SEBI Act, SCRA, Depositories Act and Rules, Regulations and Guidelines framed under these Acts against / on
the Company, its Directors and officers.
6. I further report that during the audit period
i. BCP Topco IX Pte. Ltd. (Acquirer) had completed acquisition of 55.97% of the voting capital of the Company from Marble II Pte.
Ltd. (Outgoing Promoter) on 10th August 2021 (the “Change of Control”).
ii. The Board had, vide its resolution No. 01/2021-2022 dated 10th August 2021 recorded the Change of Control.
iii. The Board at its meeting held on 31st August 2021 approved the reappointment of Mr. Nitin Rakesh as Chief Executive
Officer and appointment of Mr. Nitin Rakesh as Managing Director of the Company for a period of five years with effect from
1st October 2021 and the same was approved by the shareholders at the 30th Annual General Meeting held on
29th September 2021.
S.P.NAGARAJAN
Company Secretary
ACS Number : 10028
Place: Bengaluru CP Number : 4738
Date : 28 April 2022 UDIN : A010028D000234252
Peer reviewed Unit - bearing Unique Identification Number: I2002KR300400

Note: This report is to be read with my letter of even date which is annexed as ‘Annexure -1’ and forms an integral part of this
report.
As per the guidance issued by the Institute of Company Secretaries of India (ICSI) for carrying out professional assignments, the
Secretarial Audit Report in term of section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014 was conducted by using appropriate Information Technology tools by virtual data sharing
by way of the Company’s cloud-based server - ‘Mike Portal’ to access and examine relevant documents for completion of the
audit.
113

Annexure -1
To,
The Members,
MPHASIS LIMITED
Bangalore-560048
CIN of Company: L30007KA1992PLC025294

Authorised Capital: ` 245,00,00,000/-
My Secretarial Audit Report for Financial Year ended on 31 March 2022 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and
happening of event etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of
Management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the Management has conducted the affairs of the Company.
S.P. NAGARAJAN
Place: Bangalore ACS:10028
Date: 28 April 2022 CP: 4738
114

Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022
[Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 in accordance with section 204(1) of the Companies Act,
2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 for the purpose of compliance with
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members,
MSOURCE (INDIA) PRIVATE LIMITED
Bengaluru-560048
CIN of Company : U72200KA2000PTC038931

Authorised Capital : ` 12,00,00,000/-
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by MSOURCE (INDIA) PRIVATE LIMITED (“the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, Registers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year
ended on 31 March 2022 (‘year under review’) complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
1. I have examined the books, papers, registers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on 31 March 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable to Overseas
Direct Investment;
iii. The other laws to the extent applicable:

a. The Information Technology Act, 2000 and the rules made thereunder
b. The Special Economic Zones Act, 2005 and the rules made thereunder
c. The Software Technology Parks of India rules and regulations made thereunder
d. The Registration Act, 1908
e. The Indian Stamp Act, 1899
f. The Limitation Act, 1963
g. The Indian Contract Act, 1872
h. The Negotiable Instrument Act, 1881
i. The Sale of Goods Act, 1930
j. The Information Technology Act, 2000
k. The Trade Marks Act, 1999
l. The Patents Act, 1970
m. The Copyright Act, 1957
n. The Designs Act, 2000
o. Income Tax Act, 1961
115

p. The Central Goods and Services Tax Act, 2017
q. The Environment Protection Act, 1986
r. The Trade Unions Act, 1926
s. The Weekly Holidays Act, 1942
t. The Telecom Regulatory Authority of India Act, 1997
u. The Insurance Act, 1938
v. General Clauses, 1897
w. Foreign Trade (Development And Regulation) Act, 1992
x. Employees’ Provident Funds And Miscellaneous Provisions Act, 1952
y. Employees’ State Insurance Act, 1948
z. Employees’ State Insurance (Central) Rules, 1950
aa. Labour Laws including ESI Act, Employee’s PF & Miscellaneous Provision Act, Payment of Bonus Act, Payment of Gratuity
Act, Contract Labour Act, Employees Compensation Act, Equal Remuneration Act, Maternity Benefit Act, 1961
bb. Bureau of Indian Standards Act, 1986
cc. E-waste (Management and Handling) Rules, 2011
dd. The State Acts, rules, guidelines and regulations to the extent applicable to the Company based on the location of its offices
across India.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and Section 118(10) of the Companies
Act, 2013.
In my opinion and to the best of my information and according to the explanation given to me, I report that the Company has
complied with all applicable Secretarial Standards issued by ICSI with respect to General and Board meetings in accordance
with Section 173(3) of the Act.
My examination of compliance by the Company with the applicable financial laws, including direct and indirect taxation
laws are limited to extent of the compliance reporting made by the management to the Board of Directors of the Company.
Further, for ascertaining compliance with applicable financial laws have relied on the Statutory Auditors of the Company.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
2. Based on my examination and verification of the registers, records and documents produced to me and according to the information
and explanations given to me by the Company: -
I report that during the period under review, the Company has complied with the applicable provisions of the Act, rules, regulations,
guidelines, standards etc. mentioned above.
I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 2013 (the Act) and the
rules made thereunder and with the enabling provisions of the Memorandum and Articles of Association of the Company, wherever
applicable with regard to:
a) maintenance of various statutory registers and documents and making necessary entries therein;
b) forms, returns, documents and resolutions required to be filed with the Registrar of Companies/Ministry of Corporate Affairs
and the Central Government;
c) service of documents by the Company on its Members, Auditors and the Registrar of Companies;
d) notice of Board meetings of Directors;
e) the meetings of Directors including passing of resolutions by circulation;
f) the 21st Annual General Meeting held on 30th September 2021;
g) minutes of proceedings of General Meeting and of the Board meetings;
h) approvals of the Members, the Board of Directors and the government authorities, wherever required;
i) constitution of the Board of Directors /appointment, retirement, regularization and re-appointment of Directors including the
Executive Director/Whole-time Director, Key Managerial Personnel wherever applicable;
j) payment of remuneration/commission to Directors, wherever applicable;
116

k) appointment of Auditors and the remuneration payable to them;
l) transfer and transmission of the Company’s shares if any, issue and allotment of shares, buyback of shares, issue and
delivery of share certificate(s) and duplicate share certificates wherever applicable;
m) investment of the Company’s funds including inter-corporate loans, loans to others and investments wherever applicable;
n) the Company has availed no secured loans during the year under review and consequently there were no requirements with
regard to creation, modification or satisfaction of charges;
o) form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General
Instructions for preparation of the same as prescribed in Schedule III to the Act;
p) Board’s report;
q) contracts, common seal, registered office and publication of name of the Company; and
r) generally, all other applicable provisions of the Act and the rules made under.
I further report that compliance by the Company of applicable financial laws such as direct and indirect taxation laws and
maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to
review by statutory financial audit and other designated professionals.
3. I further report that
The Board of Directors of the Company is duly constituted. There were no changes in the composition of the Board of Directors
during the year under review.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance in accordance with Section 173(3) of the Act and in case of Board Meetings convened at shorter notice,
the Company has complied with the provisions of the Act and rules made thereunder read with Secretarial Standard-1 (SS-1) on
“Meetings of the Board of Directors. A system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings were carried out by requisite majority as recorded in the minutes of the meetings of the Board of
Directors as the case may be.
4. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
5. I further report that:
a) the Directors have complied with the requirements as to disclosure of interests and concerns in contracts and arrangements,
shareholdings and directorships in other companies and interests in other entities;
b) the Company has obtained all necessary approvals under the various provisions of the aforesaid Acts and rules made
thereunder, to the extent applicable; and
c) no prosecution was initiated by any statutory authorities and no fines or penalties were imposed during the year under review
under the Act, SEBI Act, SCRA, Depositories Act and Rules, Regulations and Guidelines framed under these Acts against / on
the Company, its Directors and officers.
S.P.NAGARAJAN
Company Secretary
ACS Number : 10028
Place: Bengaluru CP Number : 4738
Date : 28 April 2022 UDIN : A010028D000234296
Peer reviewed Unit - bearing Unique Identification Number: I2002KR300400

Note: This report is to be read with my letter of even date which is annexed as ‘Annexure -1’ and forms an integral part of this
report.
As per the guidance issued by the Institute of Company Secretaries of India (ICSI) for carrying out professional assignments, the
Secretarial Audit Report in term of section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014 was conducted by using appropriate Information Technology tools by virtual data sharing
by way of the Company’s cloud-based server - ‘Mike Portal’ to access and examine relevant documents for completion of the
audit.
117

Annexure -1
To,
The Members,
MSOURCE (INDIA) PRIVATE LIMITED
Bangalore-560048
CIN of Company: U72200KA2000PTC038931

Authorised Capital: ` 12,00,00,000/-
My Secretarial Audit Report for Financial Year ended on 31 March 2022 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and
happening of event etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of
Management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the Management has conducted the affairs of the Company.
S.P. NAGARAJAN
Place: Bangalore ACS:10028
Date: 28 April 2022 CP: 4738
118

DIRECTORS’ RESPONSIBILITY STATEMENT
In compliance with Section 134(5) of the Companies Act, 2013, the directors confirm, and state as follows for the financial year ended
31 March 2022:
1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and
of the profit and loss of the company for that period.
3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. That the directors had prepared the annual accounts on a going concern basis;
5. That directors had devised proper systems to ensure compliance with the provisions of applicable laws and such systems are
adequate and operating effectively; and
6. That as regards Internal Financial Controls, the directors to the best of their knowledge and belief and according to the information
and explanations provided, make the following statements:
a) That they are responsible for establishing and maintaining internal financial controls to be followed by the Company that are
adequate and operate effectively.
The Company’s internal financial controls are deployed through a framework that addresses material risks in your Company’s
operations and financial reporting objectives. The framework is a combination of entity level controls (including Enterprise
Risk Management, Legal Compliance Framework, Internal audit and Anti-fraud Mechanisms such as Ethics Framework, Code
of Conduct, Whistle Blower Policy, etc.), process level controls, information technology-based controls, period end financial
reporting and closing controls.
Internal financial controls cannot provide absolute assurance of achieving financial, operational and compliance reporting
objectives because of its inherent limitations. Also, projections of any evaluation of the internal financial controls to future
periods are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
b) The Company’s management has carried out the evaluation of design and operating effectiveness of these controls and noted
no significant deficiencies / material weaknesses that might impact the financial statements as at the balance sheet date.

DECLARATION UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
REGARDING COMPLIANCE WITH CODE OF CONDUCT
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that for the year
ended 31 March 2022, the directors of Mphasis Limited have affirmed compliance with the Code of Conduct for Board Members as
applicable to them and members of the senior management have also affirmed compliance with the Employee Code of Conduct as
applicable to them.
New York, USA Nitin Rakesh

28 April 2022 Chief Executive Officer and Managing Director
119
120
FORM AOC - 1
Statements containing salient features of the financial statement of subsidiaries / associate companies / joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rule, 2014) (` Million)
Profit Provision Profit
Details of
Share Capital before for after
Sl. Reporting Exchange Reserves & Total Total investments % of
taxation taxation taxation Proposed

Name of the subsidiary Reporting Period Turnover
No Currency Rate Surplus assets liabilities Dividend shareholding
(Other than in Profit / Expense / Profit /
Equity Preference Total
subsidiaries) (Loss) (Credit) (Loss)
1 Mphasis Corporation 01-04-2021 to 31-03-2022 USD 75.793 - - - 9,395.93 27,195.91 17,799.98 - 41,290.23 1,503.95 506.08 997.87 - 100
2 Mphasis Deutschland GmbH 01-04-2021 to 31-03-2022 EUR 84.220 2.23 - 2.23 (345.76) 369.35 712.88 - 296.28 (213.36) (84.39) (128.97) - 91
3 Mphasis Australia Pty Limited 01-04-2021 to 31-03-2022 AUD 56.743 0.05 - 0.05 (125.42) 570.47 695.84 - 2,833.76 (132.96) 18.79 (151.75) - 100
4 01-01-2021 to 31-12-2021 CNY 11.938 238.76 - 238.76 (107.74) 288.37 157.35 - 368.74 (67.48) (12.29) (55.19) - 100
Services Company Limited
5 Mphasis Consulting Limited 01-04-2021 to 31-03-2022 GBP 99.455 1.34 - 1.34 657.55 1,250.19 591.29 - (0.18) 5.31 (3.26) 8.57 - 100
6 Mphasis Belgium BV 01-04-2021 to 31-03-2022 EUR 84.220 0.43 - 0.43 864.21 1,683.91 819.28 - 1,970.14 97.02 50.93 46.09 - 100
7 Mphasis Europe BV 01-04-2021 to 31-03-2022 EUR 84.220 477.01 - 477.01 11,301.65 12,137.62 358.97 - 823.67 37.73 7.84 29.89 - 100
8 Mphasis Pte Limited 01-04-2021 to 31-03-2022 SGD 55.970 152.86 - 152.86 586.23 1,005.18 266.10 - 828.01 54.26 10.85 43.41 - 100
9 Mphasis UK Limited 01-04-2021 to 31-03-2022 GBP 99.455 0.24 - 0.24 10,350.53 13,913.81 3,563.04 - 5,874.80 (303.12) (114.55) (188.57) - 100
Mphasis Software and Services
10 01-04-2021 to 31-03-2022 INR 1.000 100.00 - 100.00 1,765.41 1,899.09 33.68 1,150.77 79.65 76.79 16.09 60.70 - 100
(India) Private Limited
11 Msource Mauritius Inc. 01-04-2021 to 31-03-2022 USD 75.793 592.35 - 592.35 34.10 629.18 2.73 - - (0.83) - (0.83) - 100
12 Msource (India) Private Limited 01-04-2021 to 31-03-2022 INR 1.000 66.85 - 66.85 9,832.33 10,828.05 928.87 8,195.59 1,503.36 161.35 31.77 129.58 - 100
13 Mphasis Ireland Limited 01-04-2021 to 31-03-2022 EUR 84.220 0.56 - 0.56 60.78 65.32 3.98 - 45.51 6.22 1.02 5.20 - 100
14 Mphasis Lanka (Private) Limited 01-04-2021 to 31-03-2022 LKR 0.262 55.49 - 55.49 (55.49) - - - - - - - - 100
Mphasis Infrastructure Services
15 01-04-2021 to 31-03-2022 USD 75.793 0.05 - 0.05 (1,462.58) 51.50 1,514.04 - 212.06 (37.09) 62.73 (99.82) - 100
Inc.
16 Mphasis Poland s.p.z.o.o. 01-04-2021 to 31-03-2022 PLN 18.111 1.99 - 1.99 (8.02) 119.38 125.42 - 128.01 (0.76) 1.46 (2.22) - 100
17 PT. Mphasis Indonesia 01-04-2021 to 31-03-2022 IDR 0.005 4.60 - 4.60 (6.05) 0.12 1.57 - (0.01) (0.07) - (0.07) - 100
18 Mphasis Wyde Inc. 01-04-2021 to 31-03-2022 USD 75.793 - - - 11,694.30 15,682.71 3,988.41 - 2,298.33 2,242.27 542.49 1,699.78 - 100
19 Wyde Corporation Inc. 01-04-2021 to 31-03-2022 USD 75.793 3.11 - 3.11 (975.20) 1,016.06 1,988.15 - 2,015.32 27.58 (32.57) 60.15 - 100
20 Mphasis Wyde SASU 01-04-2021 to 31-03-2022 EUR 84.220 2.53 - 2.53 (906.81) 553.67 1,457.96 - 708.43 (89.14) - (89.15) - 100
21 Wyde Solutions Canada Inc. 01-04-2021 to 31-03-2022 CAD 60.490 0.05 - 0.05 (71.23) 21.47 92.65 - 131.54 44.48 8.90 35.58 - 100
22 Mphasis Philippines Inc 01-04-2021 to 31-03-2022 PHP 1.463 11.34 - 11.34 (6.13) 7.03 1.81 - (0.08) (6.81) - (6.81) - 100
23 Digital Risk LLC 01-04-2021 to 31-03-2022 USD 75.793 942.62 - 942.62 (220.14) 4,544.65 3,822.17 - 9,088.11 3,247.01 - 3,247.01 - 100
Digital Risk Mortgage Services,
24 01-04-2021 to 31-03-2022 USD 75.793 1,062.64 - 1,062.64 4,275.28 7,854.43 2,516.50 - 14,404.65 3,197.96 80.55 3,117.41 - 100
LLC
25 Investor Services, LLC 01-04-2021 to 31-03-2022 USD 75.793 - - - 744.83 744.83 - - - (0.02) - (0.02) - 100
Profit Provision Profit
Details of
Share Capital before for after
Sl. Reporting Exchange Reserves & Total Total investments % of
Name of the subsidiary Reporting Period Turnover taxation taxation taxation Proposed
No Currency Rate Surplus assets liabilities Dividend shareholding
(Other than in Profit / Expense / Profit /
Equity Preference Total
subsidiaries) (Loss) (Credit) (Loss)
Digital Risk Valuation Services,

26 01-04-2021 to 31-03-2022 USD 75.793 - - - (1,283.89) 5.75 1,289.64 - 0.00 (0.02) - (0.02) - 100
LLC
27 Stelligent Systems, LLC 01-04-2021 to 31-03-2022 USD 75.793 - - (186.23) 373.54 559.77 - 820.21 (23.86) (7.00) (16.86) - 100
28 Datalytyx Limited 01-04-2021 to 31-03-2022 GBP 99.455 14.37 - 14.37 125.55 762.00 622.08 - 942.24 (253.84) (64.06) (189.78) - 100
29 Datalytyx MSS Limited 01-04-2021 to 31-03-2022 GBP 99.455 0.83 - 0.83 14.34 38.15 22.97 - 15.83 (0.74) (0.50) (0.24) - 100
30 Dynamyx Limited 01-04-2021 to 31-03-2022 GBP 99.455 10.72 - 10.72 (2.12) 26.84 18.23 - 40.81 (17.07) (3.32) (13.75) - 100
31 Blink Interactive, Inc 01-04-2021 to 31-03-2022 USD 75.793 183.23 - 183.23 268.93 1,668.65 1,216.49 - 1,720.07 54.99 (47.05) 102.04 - 100
Mphasis Solutions Services
32 01-04-2021 to 31-03-2022 USD 75.793 3.79 - 3.79 - 3.79 - - - - - - - 100
Corporation
33 Mrald Limited 01-04-2021 to 31-03-2022 GBP 99.455 - - - (0.02) - 0.02 - - (0.02) - (0.02) - 51
34 Mrald Services Limited 01-04-2021 to 31-03-2022 GBP 99.455 - - - (46.35) 45.42 91.77 - 35.92 (46.62) - (46.62) - 100
Mphasis Digi Information
35 Technology Services (Shanghai) 01-01-2021 to 31-12-2021 CNY 11.938 23.00 - 23.00 (1.01) 23.95 1.96 - 0.08 (1.87) - (1.87) - 100
Limited
Total 3,953.04 - 3,953.04 56,161.76 1,05,380.40 45,265.60 9,346.36 88,475.50 9,561.23 970.51 8,590.72 -

Notes:
1 On 22 July 2013, the Board of Directors of Mphasis Lanka (Private) Limited, a wholly owned subsidiary of Mphasis Limited, resolved to close down its operations.
2 On 31 March 2017, the management of Digital Risk LLC resolved to close the operations of Digital Risk Europe, OOD.
3 On 16 April 2018, the shareholders of PT. Mphasis Indonesia resolved to dissolve and liquidate the entity.
4 On 26 May 2021, Mphasis Digi Information Technology Services (Shanghai) Limited was incorporated as a wholly owned subsidiary under Mphasis (Shanghai) Software & Services Company Limited.
5 On 23 December 2021, the Company through its wholly owned subsidiary, Mphasis Consulting Limited, entered into a business venture agreement with Ardonagh Services Limited (“Ardonagh”). Pursuant to this
agreement, the Group owns 51% voting interest in Mrald Limited and the remaining voting interest is owned by Ardonagh. However, the Group is entitled to 100% economic benefits in Mrald Limited.
6 On 28 December 2021, Mphasis Solutions Services Corporation was incorporated as a wholly owned subsidiary under Mphasis Corporation. This entity is yet to commence its operation.
7 On 23 March 2022, the Board of Directors of Mphasis Corporation resolved to merge its wholly owned subsidiary, Mphasis Infrastructure Services Inc. with itself.
8 Exchange rate applied is at 31 March 2022.
9 There are no dividend proposed from any of the Subsidiaries.
10 The reporting period of the Subsidiaries is 31 March of every year except for Mphasis (Shanghai) Software & Services Company Limited and Mphasis Digi Information Technology Services (Shanghai) Limited, which
is 31 December of every year.
Nitin Rakesh Narayanan Kumar

Chief Executive Officer and Managing director Director
New York, USA Chennai, India
Bengaluru Manish Dugar Subramanian Narayan

28 April 2022 Chief Financial Officer Senior Vice President and Company Secretary
New Delhi, India Bengaluru, India

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DISCLOSURE UNDER SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 FOR THE
FINANCIAL YEAR ENDED 31 MARCH 2022
Stock Options granted to employees of Mphasis Limited and its subsidiaries:
ESOP 1998
Particulars ESOP 2016 RSU 2021
Version I Version II
Date of Shareholders’ Approval 31 July 1998 4 Nov 2016 29 Sep 2021
Total Number of Stock Options approved under the Plan 465,000 note 1 8,400,000 3,000,000
Vesting Requirements Time Based Vesting
Maximum term of Stock Options (refers to Exercise Period) Until exercise 10 years 5 years 5 years
Source of shares (Primary, Secondary or Combination)
(Combination involves primary market issuance as well as transfer of shares
Primary
acquired from secondary market to the extent such shares have been
acquired).
Pricing formula Refer table below Note 4
Total number of Stock Options outstanding at the beginning of the year 47,000 - 3,803,951 -
(i.e. 1 April 2021)
Number of Stock Options granted during the year - - 853,275 1,075,188
Number of Stock Options lapsed and forfeited during the year - - 91,243 38,370
No. of Stock Options vested during the year - - 873,210 -
No. of Stock Options exercised during the year - - 775,683 -
Total number of shares arising as a result of exercise of Stock Options - - 775,683 -
Money realized by exercise of options during the year (In `) - - 441,696,050 -
Number of Stock Options outstanding as at the end of the year 47,000 - 3,790,300 1,036,818
(i.e. 31 March 2022)
Total number of options exercisable at the end of the year 47,000 - 2,420,910 -
Loan repaid by the Trust during the year from the exercise price received NA
Employee Wise details of Options granted to
(a) Senior Managerial Personnel refer Note 2 Nil Nil 423,408 532,993
(b) Other Employees, who were granted, during any one year, options
Nil
amounting to 5% or more of options granted during the year refer Note 5
(c) Identified employees who were granted options, during any one year,
equal to or exceeding 1% of the issued capital (exceeding outstanding Nil
warrants and conversion) of the company at the time of grant.
The Company computes Employee Compensation
Cost using the fair value method of accounting except
for Employee Stock Option 1998 Plan (ESOP 1998 Plan)
wherein the Employee Compensation Cost is computed
based on intrinsic value method. The differential value
Valuation of Stock Options and their related impact on Profits and EPS
is Nil for the year ended 31 March 2022 if the fair value
of the ESOPs were considered for ESOP 1998 Plan
instead of the intrinsic value. Consequently, there is no
impact on the Profits and Earnings Per Share (EPS) of
the Company.
Weighted Average exercise price and weighted average fair value of options
during the year whose exercise price either equals or exceeds or is less than Refer to the additional disclosures given below refer Note 6
the market price ( ` ) during the year.
Notes:
1. Refers to Options as approved by shareholders and accordingly excludes adjustment for Bonus Issues.
2. The term senior managerial personnel include officers and personnel considered as senior management as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
3. The diluted EPS of Mphasis Group for the financial year ended 31 March 2022, pursuant to issue of shares on exercise of options,
is ` 75.61 per share.
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4. Pricing Formulae for the stock option/RSU schemes:
Schemes Pricing Formulae /Exercise Price

No options have been granted under this Scheme during the financial year 2021-22. Earlier, under this
ESOP 1998 (version I) plan the options were granted at a strike price of ` 275 per share. The price of ` 275 was arrived at
based on SEBI Guidelines on Pricing for Preferential Allotment.
No options have been granted under this Scheme during the financial year 2021-22.
Earlier, for employees in service as on 10 January 2000, the market price prevalent on the 15th day from
the Board Meeting held on 10 January 2000 i.e. ` 795 per share and for all the recruits thereafter, market
price prevalent on the date of joining, unless the ESOP Compensation Committee decides otherwise,
ESOP 1998 (version II) was taken as the grant price. For options granted from September 2003, the grant price was calculated
as per sub clause 10 of clause 2.1 of the amendment to SEBI (Employees Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, dated 30 June 2003, which was the average of
the two weeks high and low price of share preceding the date of grant of option on the stock exchange
on which the shares of the Company are listed.
During the year, 853,275 stock options have been granted at an exercise price of ` 3,397 per option
under this plan. Each option entitles the holder thereof with an option to apply for and be issued one
ESOP 2016 equity share of the Company.
As per the ESOP 2016 Plan, the stock options are granted at the Market Price subject to a discount up
to twenty per cent (20%) as may be determined by the Compensation Committee at the time of Grant.
During the year, 1,075,188 Restricted Stock Units have been granted at an exercise price of ` 10 per
RSU 2021 RSU under this plan. Each RSU entitles the holder thereof with an option to apply for and be issued one
equity share of the Company.
*The present SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 defines ‘Market Price’ as the “latest available
closing price on a recognized stock exchange on which the shares of the company are listed on the date immediately prior to the
relevant date”.
5. The Details of options/restricted stock units granted to Senior Managerial Personnel as on 31 March 2022 is as follows and there were
no other employees who received grant of options equivalent to 5% or more of the total options granted during the financial year ended
31 March 2022.
Total Options Granted under the

Name Designation
ESOP 2016 and RSU 2021 Plan
Mr. Nitin Rakesh CEO and Managing Director
Mr. Elango R President – North Americas – New Client Acquisition
The aggregate of stock options and
Mr. Manish Dugar Chief Financial Officer
RSUs granted to the senior managerial
EVP, General Counsel and Chief Ethics and personnel is 956,401.
Mr. Eric Winston
Compliance Officer
The individual details of options/RSUs
Mr. Srikanth Karra Chief Human Resources Officer granted are not made available on
account of the confidentiality restrictions
Mr. Ravi Vasantraj Global Delivery Head
on the Company with respect to each
Mr. Ramanathan Srikumar Chief Solutions Officer such grant, as well as such details
Mr. Rohith Jayachandran M K SVP and Head – Strategic Accounts being commercially and competitively
sensitive, and would be made available
Mr. Anurag Bhatia SVP and Head of Europe
to any shareholders who specifically
Global Chief Marketing Officer, And Head Hyper requests for this information.
Ms. Veda Iyer
scalers & Strategic Partnerships, Head Sales– APAC
Mr. Subramanian Narayan SVP and Company Secretary
Note: The stock units under Restricted Stock Units Plan 2021 were granted at ` 10 per RSU and stock options under Employee
Stock Option Plan 2016 were granted at ` 3,397 per option.
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6. ADDITIONAL DISCLOSURES
1) Weighted average exercise price and weighted average fair value of options:
(` Million)
Plan
Exercise Price (`) Fair Value (`)
ESOP 1998 Version I - -
ESOP 1998 Version II - -
RSU 2021 Plan - -
ESOP 2016 569.43 2,817.05
Note: Stock Options issued under ESOP 1998 Version I and ESOP 1998 Version II and stock units issued under RSU 2021 Plan were
not exercised during the financial year ended 31 March 2022. Accordingly, the Weighted Average Exercise Price and the Weighted
Average Fair Value have not been provided.
2) Method and significant assumptions:

The Company has adopted the Black Scholes option pricing model to determine the fair value of stock options with the following
significant assumptions:
Sno. Particulars Assumptions
1 Risk free interest rate 6.34% to 6.36%
2 Expected Option life 1 to 10 years
3 Expected volatility 34.47% to 35.97%
4 Expected dividend yield % 2.07%
ESOP 1998 Version I -
ESOP 1998 Version II -
5 Market price on date of grant (Weighted Average value of share) (`)
ESOP 2016 3,306.18
RSU 2021 3,306.24
Whether and how any other features of the option grant were incorporated
6 NA
into the measurement of fair value, such as a market condition
How expected volatility was determined, and explanation of the extent to Volatility based on daily closing price for last
7
which expected volatility was based on historical volatility. 12 months from the date of Grant
Note: Stock Options issued under ESOP 1998 Version I and ESOP 1998 Version II and stock units issued under RSU 2021 Plan were
not exercised during the financial year ended 31 March 2022.
DETAILS RELATED TO TRUSTS

i. General Information on all Schemes:
Amount of loan,
Amount of loan if any, taken from Any other
Amount of Loan
outstanding any other source for contribution
disbursed by the
Name of the Trust Details of the Trustee(s) (repayable to which company/any made to the
Company during
Company) as at the company in the group Trust during
the year
end of the year has provided any the year
security or guarantee
Ms. Saraswathy Srikanth

Mphasis Employees
Mr. Kannan Sriraman Nil Nil Nil Nil
Equity Reward Trust
Mr. K V Rama Kishore
Ms. Saraswathy Srikanth

Mphasis Employees
Mr. Kannan Sriraman Nil Nil Nil Nil
Benefit Trust
Mr. K V Rama Kishore
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ii. Brief details of transactions in shares by the Trust
Mphasis Employees Mphasis Employees

Description
Equity Reward Trust Benefit Trust
Number of shares held as at 1 April 2021 2,520 Nil
Number of shares acquired during the year through
a. Primary Issuance 775,683 NIL
b. Secondary acquisition Nil Nil
- %age of paid-up share capital as at 31 March 2021 NA NA
- Weighted Average cost of acquisition (`) NA NA
Number of shares transferred to the employees against exercise of Stock Options/
775,683 NIL
Restricted Stock Units
Number of shares sold along with the purpose thereof Nil Nil
Number of shares held at 31 March 2022 2,520 Nil
iii. Disclosures in case of secondary acquisition of shares by the Trust: NIL

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FORM - AOC-2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arm’s length basis –
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions Nil
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as
required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name(s) of the related party and nature of relationship:
Subsidiaries of Mphasis Limited.
(b) Nature of contracts/arrangements/transactions:
i. Availing and rendering of IT/ITES services;
ii. Payment and Receipt of Sub-lease rent to/from subsidiaries; and
iii. Contracts in relation to Placing and Receipt of Inter Corporate Deposits with/from the subsidiaries.
(c) Duration of the contracts/arrangements/transactions:
The services are availed and provided based on the agreements entered into and amended from time to time.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
The value of the transactions with the subsidiaries of the Company are disclosed under the Related Party schedule to the
financial statements for the year ended 31 March 2022. Please refer to Note 33 of the consolidated financial statements and
Note 31 of the standalone financial statements of the Company.
(e) Date(s) of approval by the Board, if any:
Nil as the contracts is in Ordinary Course of Business and at Arm’s length basis
(f) Amount paid as advances, if any:
Please refer to related party schedule in the financial statements.
Note: The term material related party transaction is as defined under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

126
COMPANY’S POLICY ON CORPORATE GOVERNANCE
Governance at Mphasis encompasses structures, practices and processes adopted in every sphere of the Company’s operations to
provide long-term value to its stakeholders and are designed (reviewed and updated) to support and promote accountability, transparency
and ethical behaviour. It is reflective of the core value system, which encompasses practices and relationships which the Company has
with its stakeholders. Mphasis believes that responsible governance practices coupled with its next-gen solutions will be the core to
create an enabling environment for the stakeholders to accelerate their digital transformation.
The Company, as a responsible corporate citizen, believes that the spirit of Corporate Governance stretches beyond statutory compliance
to meet the ethical, legal, economic and social values, which are central to stakeholders’ trust and confidence. While the letter of the law
is paramount in all its activities, the spirit in which it is followed keeps in view the interests of the stakeholders, viz, shareholders, clients,
employees, suppliers, society and regulatory bodies.
The Company has complied with the governance requirements under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and presents the Corporate Governance Report for the financial year ended 31 March 2022.
I. BOARD OF DIRECTORS
Mphasis believes that an effective Board requires an optimum combination of professionals with a broad range of experience,
diversity and independence. The primary responsibility of the Board is to provide effective governance over the Company’s affairs
and take care of the stakeholders’ interest. The Company’s business is conducted by its employees under the overall supervision of
the Chief Executive Officer and Managing Director, who is assisted by a council of senior managerial personnel in different functions.
(a) Composition of the Board:
As of 31 March 2022, the Board comprised of twelve directors (including two woman independent directors) of which, one is an
Executive Director, seven directors are nominated by BCP Topco IX Pte. Ltd., the Promoter (forming a part of the Blackstone Group
of companies) and four are Independent Directors. The maximum tenure of the Independent Directors is as per the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors have confirmed that they meets the criteria of independence as laid out under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereto.
As required under the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have
registered themselves on the online data bank maintained by the Indian Institute of Corporate Affairs. Mr. Davinder Singh Brar,
Mr. Narayanan Kumar and Ms. Maureen Anne Erasmus are exempted from the online proficiency self - assessment test and
Ms. Jan Kathleen Hier has completed the test.
The Board confirms that in its opinion the independent directors fulfill the conditions specified in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and are independent of the management. It is further confirmed that none of the
directors have been debarred or disqualified from being appointed or continuing as a director of the Company by the Ministry
of Corporate Affairs or the Securities and Exchange Board of India or any other Statutory Authority. The said affirmation is
confirmed by the Practicing Company Secretary in the compliance certificate which is appended hereto.
(b) Board Procedure:
i. Meetings of the Board:
The Board meets at regular intervals with an annual calendar and formal schedule of matters specifically reserved for its
consideration to ensure that the matters in relation to strategy, operations, governance, finance, risk and compliance are
reviewed. The calendar of meetings on a rolling two-year basis is communicated to the directors in advance to ensure maximum
participation. The Board is apprised on the performance of the Company and is provided with necessary information and
presentations on matters concerning business, Industry, compliance and quarterly financials to ensure effective discharge of its
responsibility. In addition to its meetings, the Board holds telecon meetings to discuss matters requiring immediate attention.
The Directors of the Company, provide inputs to the management from their relevant fields of their knowledge and expertise, viz.
information technology, technology consulting and operations, emerging areas of technology such as digital and cloud, other
next gen technologies, business process outsourcing, finance, accounting, marketing and management sciences.
The important decisions taken at the meetings are promptly communicated to the respective functionaries for their action.
Further, the action items, arising out of the decisions of the Board are followed up, reviewed and updated at the Board meeting.
The Chairmen/Chairperson of the respective Committees updates the Board regarding Committee meetings held since the date
of the last Board meeting and records the recommendations. During the year under review, all the recommendations made by
the Committees were accepted by the Board.
127
Primarily, the Board oversees and provides policy guidance on the business and affairs of Mphasis, while balancing the interests
of different stakeholders. Among other things, the Board undertakes the following functions:
1. reviews and assesses the business and operational strategy and plans developed by management;
2. is responsible for CEO succession, evaluation and compensation;
3. satisfies itself that the Company is governed effectively in accordance with good corporate governance practices;
4. oversees the functioning of sub-committees of the Board;
5. monitors management performance and directs corrections;
6. balances the interests of different stakeholders;
7. reviews and assesses the risks facing Mphasis and management approach to address such risks;
8. oversees the reliability of external communications, especially to shareholders;
9. oversees the process for compliance with laws and regulations; and
10. monitors and reviews the Board Evaluation framework.
ii. Orientation for Directors:
The Company believes that it is pertinent for the Board members to know what is expected from them and equip them with
necessary skills, materials and knowledge which aids in making informed decisions. Thoughtful and thorough orientation is key
for the directors to leverage their full potential and enable them to contribute to the collective mindset of the Board and avoid
wastage of opportunities.
A director orientation program begins when a person is appointed as a director and continues along his / her tenure. Upon
appointment, a director is provided with a joining kit containing the charters of the Board and Committees, profiles of his/her
colleagues on the Board and senior management, Board calendar etc. These details are also hosted on a secured electronic
platform which is available for the Director’s reference throughout his/her tenure. Also, in-depth details of the Company are
provided to the new directors, covering organization history and current set up, business offerings, budgets, board culture and
process, duties, responsibilities and liabilities, to list a few.
The orientation involves educating the directors on an on-going basis. The continued orientation program involves a review of the
market units, update on changes in the competitive landscape, enterprise risk minimization overview and regulatory compliance.
The directors step back and assist the senior management and provide effective guidance on select topic areas. This process
provides an effective mechanism for the director to acquire specialized orientation. The Company conducts annual Board
strategy meeting, which discusses topics inter-alia covering Company’s strategies, Industry landscape, Investors and Customers
perspective etc. which helps the director to orient himself/herself with the Industry, Company’s operations, governance, strategy
and perspective of stakeholders.
The adequacy perception of the orientation is ingrained into the Board evaluation parameters, which helps the Company to build
the orientation process further. The orientation process is uploaded on the website at https://www.mphasis.com/content/dam/
mphasis-com/global/en/investors/governance/Mphasis%20-Orientation%20to%20Directors.pdf.
Further, at the time of the appointment of the Independent Directors, the Company issues a formal letter of appointment inter-alia
setting out his/her roles, duties and responsibilities. The format of the appointment letter of the Independent Director is hosted
on the website of the Company at www.mphasis.com under the Investors section.
During the year ended 31 March 2022, an onboarding session for the directors appointed during the year was conducted,
wherein all the new directors appointed participated. The Independent Directors of the Board were familiarized on the business
models, industry trends, leadership development and compliances in relation to the Company. As on 31 March 2022, the number
of hours spent on the aforesaid activities aggregates to 4.5 hours except for Ms. Maureen Anne Erasmus, who had joined the
board on 20 December 2021 and attended the orientation session for 2.5 hours. The cumulative hours spent by Independent
Directors on the above programs, from 1 April 2016 to 31 March 2021 is 45.5 hours.
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(c) Board Meetings held during the year, attendance of the Directors and details of the Directorships, Committee
Membership/ Chairmanship:
During FY22, six meetings of the Board were held on 1 April 2021, 13 May 2021, 22 July 2021, 31 August 2021, 20 and 21
October 2021 and 20 January 2022. The details of the attendance at the meetings of the Board and the last Annual General
Meeting, together with the particulars of other directorship, committee membership/chairmanship, are as follows:
- Present - Present on VC - Absent
Other Directorship, Committee

Attendance During 2021-22
Membership / Chairmanship
Board Meetings
Limited Companies) 1
Directorships in other
Other Director- ships
Listed Companies
Attendance at the
(Director in Public
Chairmanships 2
Memberships 2
Number of meetings
Independent
Committee
Committee
held during tenure
No. of meetings
Last AGM
Name and Category
attended
Executive Director
Mr. Nitin Rakesh

6 6 1(1) Nil 1 Nil
Chief Executive Officer and Managing Director
Independent Directors
Mr. Davinder Singh Brar, Chairman 6 6 15(3) 3 7 2
Ms. Jan Kathleen Hier 6 6 Nil Nil 1 Nil
Mr. Narayanan Kumar 6 6 11(6) 5 7 3
Ms. Maureen Anne Erasmus refer note 4 1 Nil NA Nil Nil Nil Nil
Non-Executive Directors
(Non-Independent Directors)
Mr. David Lawrence Johnson 6 6 Nil Nil Nil Nil
Mr. Amit Dixit 6 6 8(5) Nil 1 Nil
Mr. Amit Dalmia 6 6 1(1) Nil 2 Nil
Mr. Marshall Lux 6 6 Nil Nil Nil Nil
Mr. Pankaj Sood refer note 4 1 1 NA 3(2) Nil 1 Nil
Mr. Kabir Mathur refer note 4 1 1 NA Nil Nil Nil Nil
Ms. Courtney della Cava refer note 4 1 1 NA Nil Nil Nil Nil
Notes:
1. Does not include directorships in foreign companies and membership in governing councils, chambers and other bodies.
2. Includes membership/Chairmanship in Audit Committee and Stakeholders Relationship Committee of public limited companies, including
Mphasis Limited.
3. There are no relationships inter-se directors as on 31 March 2022.
4. Appointed on the Board during the year effective 20 December 2021.
5. NA = Not Applicable.
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(d) Details of Other Directorships
None of the directors hold directorship in excess of the limits permitted under the law. Given below is the list of other Directorship
of the directors in listed entities as of 31 March 2022.
- Independent Director - Whole time Director - Non-Independent Director
Mr. David Lawrence Johnson
Ms. Maureen Anne Erasmus

CEO and Managing Director
Ms. Courtney della Cava

Mr. Davinder Singh Brar
Ms. Jan Kathleen Hier
Mr. Narayanan Kumar
Non-Executive Director
Independent Director
Mr. Kabir Mathur
Mr. Marshall Lux
Mr. Nitin Rakesh
Mr. Pankaj Sood

Mr. Amit Dalmia
Mr. Amit Dixit
Chairman
Name of the Companies
Mphasis Limited
Maruti Suzuki India Limited
Wockhardt Limited
EPL Limited (formerly Essel Propack Limited)
Indus Towers Limited (formerly Bharti Infratel Limited)
Entertainment Network (India) Limited
Take Solutions Limited
Larsen & Toubro Limited
L&T Technology Services Limited
SH Kelkar Company Limited
Jagran Prakashan Limited
Sona BLW Precision Forgings Limited
(e) Independent Directors Meeting:
In accordance with Section 149 read with Schedule IV to the Companies Act, 2013 (“the Act”) and Listing Regulations, the
Independent Directors of the Company meet without the presence of management to discuss the Company’s operations and
performance. During the year, the Independent Directors meeting have inter-alia:
1. Reviewed the performance of the Non-Independent Directors and Board as a whole;
2. Reviewed the performance of the Chairperson of the Board by other Independent Directors considering the views of
Executive Director and Non-Executive Directors; and
3. Assessed the flow of information between the Management and the Board.
In addition to the above, a meeting of the Independent Directors Committee was also held to consider its written reasoned
recommendations, pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, on the open offer made
by BCP Topco IX Pte. Ltd. (the “Acquirer”) together with Blackstone Capital Partners Asia NQ L.P. (“PAC 1”), and Blackstone
Capital Partners (CYM) VIII AIV – F L.P. (“PAC 2”) to acquire upto 26% of the total voting equity capital of the Company.
(f) Material Subsidiaries
In accordance with Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Jan
Kathleen Hier, Independent Director of the Company, serves as a Director on the boards of unlisted material subsidiaries of
the Company, viz, Mphasis Corporation, USA, Mphasis Wyde Inc., USA, Mphasis UK Limited, UK and Mphasis Europe BV,
Netherlands, effective 1 April 2019.
130
(g) Board Skill Matrix
The Board of Directors had at its meeting held on 21 January 2021, approved a revised skill matrix as given below. The skill
matrix sets out the skills which are required to be possessed by the Board of the Company. As required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, it is confirmed that the Board has the required skills defined in
the matrix. The Directors appointed are drawn from diverse backgrounds and possess special skills, competence and expertise
depending on the Industries/field they are associated with.
Board skill-set matrix Description

Technology Expert experience in the information technology business, technology consulting and operations,
emerging areas of technology such as digital, cloud and cyber security, intellectual property and
knowledge of technology trends.
Global Experience / • Knowledge and understanding of applicable key geographies.
Domain experience • Experience in driving business success in markets around the world, with an understanding of
diverse business environments, economic conditions, cultures and regulatory framework.
• Business expertise in at least one of the Mphasis verticals.
Strategy • Ability to critically assess the strategic opportunities and threats and guide the Company to
develop effective strategies.
• Experience in Mergers and Acquisitions transactions.
Functional and Knowledge and skills in business judgment, general management practices and processes, crisis
Managerial experience response and management, human resources, labour laws, sales and marketing.
Financial Qualifications and experience in accounting and/or finance and the ability to:
• analyze key financial statements;
• assess financial viability and performance;
• analyze the governance over financial reporting and disclosures;
• critically assess the Internal Controls;
• assess and provide guidance over Investments, borrowing and hedging approach of the
Company.
Governance, Risk and • Experience in the application of corporate governance principles and setting up corporate
Compliance governance practices to support the Company’s legal, risk and compliance systems and
governance policies/practices and enhance the stakeholder values.
• Ability to identify key risks associated with the operations of the Company including broad legal
and regulatory frameworks and mitigation plans.
Leadership • Leadership experience and skills including ability to set appropriate Board and Company
culture.
• Commitment to assisting executive management in strategic initiatives, board focus areas and
challenging management assumptions.
• Mentor the leadership team of the Company.
Based on the confirmation received from the directors on the skill matrix, the directors are mapped to the skill matrix as follows:
Board skill-set matrix Details of Directors mapped to the skill sets
Technology Mr. Davinder Singh Brar, Mr. Narayanan Kumar, Ms. Jan Kathleen Hier, Mr. Nitin Rakesh,
Mr. David Lawrence Johnson, Mr. Marshall Lux, Mr. Amit Dixit and Mr. Amit Dalmia.
Global Experience /Domain Mr. Davinder Singh Brar, Ms. Jan Kathleen Hier, Mr. Nitin Rakesh, Mr. Marshall Lux, Mr. Amit Dixit,
experience Mr. Amit Dalmia, Mr. Kabir Mathur, Mr. Pankaj Sood, Ms. Courtney della Cava and Ms. Maureen
Anne Erasmus.
Strategy Mr. Davinder Singh Brar, Mr. Narayanan Kumar, Mr. Nitin Rakesh, Mr. David Lawrence Johnson,
Mr. Marshall Lux, Mr. Amit Dixit, Mr. Amit Dalmia, Mr. Kabir Mathur, Mr. Pankaj Sood, Ms. Courtney
della Cava and Ms. Maureen Anne Erasmus.
Functional and Managerial All Directors
experience
Financial Mr. Davinder Singh Brar, Mr. Narayanan Kumar, Ms. Jan Kathleen Hier, Mr. Nitin Rakesh,
Mr. David Lawrence Johnson, Mr. Marshall Lux, Mr. Amit Dixit, Mr. Amit Dalmia, Mr. Kabir Mathur,
Mr. Pankaj Sood, and Ms. Maureen Anne Erasmus.
Governance, Risk and All Directors
Compliance
Leadership All Directors
131
II. COMMITTEES
(a) Audit Committee
The primary function of the Audit Committee, as per its Charter, is to provide assistance to the Board of Directors in fulfilling their
responsibilities to the shareholders and others, inter-alia, relating to:
• overseeing the processes of ensuring the integrity of the Company’s financial statements;
• overseeing the processes for compliance with laws and regulations;
• overseeing the process by which anonymous complaints pertaining to financial or commercial matters are received and acted
upon;
• reviewing the process for entering into related party transactions and disclosures relating thereto;
• satisfying itself regarding the conformance of CEO’s remuneration, expense reimbursements and use of Company assets in
terms of his employment and Company’s rules and policies;
• evaluating the internal financial controls and risk management systems;
• overseeing the process of inter-corporate transactions and scrutinizing the inter-corporate loans and investments;
• reviewing the utilization of loans, and/or advances to the subsidiaries, investments in the subsidiaries exceeding ` 100 crores or
10% of the asset size of the respective subsidiary, whichever is lower; and
• approving the appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.
During the year ended 31 March 2022, six meetings of the Audit Committee were held on 13 May 2021, 21 July 2021,
31 August 2021, 20 October 2021, 17 November 2021 and 19 January 2022. The composition of the Committee and the attendance
of the members at each of the meetings held during the year ended 31 March 2022 are given below:
- Present - Absent
No. of Meetings held
Member No. of Meetings attended
during the tenure
Mr. Narayanan Kumar, Chairman
Ms. Jan Kathleen Hier
Mr. Amit Dixit
Note: the attendance of the members is reported in the chronology of the meetings.
(b) Share Transfer Committee

In order to expedite the requests of the shareholders, in connection with transfers, demat and other related processes, the Board
constituted a Share Transfer Committee. The Share Transfer Committee of the Board is authorized inter-alia to approve physical
transfers/transmissions/ transpositions/dematerialization/re-materialization requests, issue of duplicate share certificates, issue of
fresh share certificates, release of stop transfer cases etc.
The present composition of the Committee is as follows:

Mr. Nitin Rakesh - Chairman
Mr. Davinder Singh Brar - Member
Mr. Amit Dalmia - Member
During the year ended 31 March 2022, the Share Transfer Committee passed resolutions on 1 April 2021, 5 August 2021,
15 September 2021 and 30 March 2022, for approval of transfer of equity shares to Investor Education and Protection Fund, transfer
of shares pursuant to open offer made by Blackstone Group and issue of a duplicate share certificate.
In terms of Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, request for effecting
transfer of shares is not processed unless such shares are held in the dematerialized form. Further the requests for transmission,
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transposition, issue of duplicate share certificates etc. are processed only in dematerialized form. The Company ensures that the
transmission of shares and other requests are effected within the statutory time of their due lodgment. The Company has appointed
Integrated Registry Management Services Private Limited, a SEBI registered Share Registrar and Transfer Agent, as its Share Transfer
Agent.
(c) Nomination and Remuneration Committee
i. Brief description of terms of reference of the Committee, composition and attendance:
In order to oversee the functioning of the compensation and Benefit Plans and to provide for fair and transparent nomination process
for the directors, the Board of Directors of the Company have constituted a Nomination and Remuneration Committee.
The primary function of the Nomination and Remuneration Committee is to provide assistance to the Board of Directors in fulfilling
its responsibility with respect to oversight of the establishment, administration and appropriate functioning of compensation and
benefit plans, related matters and to review and recommend to the Board, the appointment and removal of the Directors and Key
Managerial Personnel.
The Committee meets based on the business to be transacted. During the year ended 31 March 2022, three meetings of the
Nomination and Remuneration Committee were held on 5 May 2021, 31 August 2021 and 21 October 2021. The composition of the
Committee and the attendance at each of the meetings held during the year ended 31 March 2022 are given below:
- Present - Absent
during the tenure
Ms. Jan Kathleen Hier, Chairperson
Mr. Amit Dixit
Mr. David Lawrence Johnson*
Notes:
(1) The attendance of the members is reported in the chronology of the meetings.
(2)* Mr. David Lawrence Johnson ceased a member of the Committee effective 20 December 2021.
ii. Remuneration Policy

The remuneration policy of the Directors is aligned towards rewarding participation in meetings and is in consonance with industry
benchmarks and provisions of the law. The objective of the policy is to attract and retain excellent talent while delivering optimal
value to the business. The executive remuneration policy is aligned with an objective to recognize the need to be competitive in the
industry by ensuring fair and reasonable rewards for high levels of performance. The remuneration policy is uploaded on the website
of the Company in the Investors section under the Corporate Governance page. The key points of the remuneration policy for the
directors and executives are given below:
(a) Non-Executive Directors

The Company pays commission to its Non-Executive Directors and Independent Directors as per the remuneration matrix
approved by the shareholders of the Company. The amount of such commission, taken together for all Non-Executive Directors
and Independent Directors, does not exceed 1% of the net profits of the Company in any financial year.
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The remuneration matrix for the Non-Executive Directors for FY22 is set out below:
Particulars Factor Max Remuneration (` Lacs)

Fixed Remuneration Flat Fee p.a. 44.00
Variable Remuneration determined based on the following:
– Board Chairmanship Flat Fee p.a. 10.00
– Board Meeting Attendance Per Meeting 0.75
– General Body Meeting Attendance Per Meeting 0.50
– Audit Chairmanship Flat Fee p.a. 5.00
– Audit Membership Per Meeting 0.40
– Nomination and Remuneration Committee Chairmanship Flat Fee p.a. 1.00
– Nomination and Remuneration Committee Membership Attendance Per Meeting 0.25
– Strategy Committee Chairmanship Flat Fee p.a. 1.00
– Strategy Committee Membership Attendance Per Meeting 0.25
Note: The portions of the remuneration denominated as “Per Meeting” are applicable in respect of the meetings actually held and participated by
the Non-Executive Directors and Independent Directors which is statutorily counted for quorum.
None of the directors were paid any sitting fees for attending the meetings of the Board and Committees thereof on which they
are members. There was no pecuniary relationship or transaction with any director other than that reported under this section.
The Company’s Non-Executive Directors are professionals with extensive expertise and experience in functional areas such
as technology, innovation, strategy, financial, governance, amongst others. The directors have been steering the Company’s
strategy and have made indispensable contribution to the success of the Company. Increase in the complexities of technology
business coupled with enhanced regulatory and governance responsibilities for the Board requires additional time and devotion
of the directors to the Company. In view of the foregoing, based on a remuneration benchmarking study, the Board of Directors,
in its meeting held on 28 April 2022, approved an increase in the fixed remuneration from ` 44 lakhs per annum to ` 60 lakhs per
annum effective 1 April 2022. The increase is within 1% of net profits of the Company, which was approved by the members at
the Annual General Meeting held on 4 November 2016.
(b) Executive Director

Mr. Nitin Rakesh is the Chief Executive Officer and Managing Director ((hereinafter referred to as Executive Director)) of the
Company. During the year under review, Board of Directors in its meeting held on 31 August 2021, on the recommendation
of the Nomination and Remuneration Committee, approved re-appointment of Mr. Nitin Rakesh as the Chief Executive Officer
(CEO) and appointment as the Managing Director of the Company, effective 1 October 2021, for a period of 5 (five) years
including terms and conditions thereof (the “Re-appointment”). The Re-appointment was also approved by the members at the
30th Annual General Meeting held on 29 September 2021.
The Board of Directors / Nomination and Remuneration Committee of Board is authorized to decide the remuneration of the
Executive Director, subject to the approval of the members. The remuneration structure comprises of Salary, Perquisites,
Retirement benefits, Variable Pay and Equity based compensation. Annual increments are decided by the Nomination and
Remuneration Committee within the limits approved by the members of the Company.
The variable-pay compensation and equity-based compensation constitute remuneration other than the fixed pay. Variable
pay is computed on the basis of specific targets set for the Executive Director every year which is linked to the Company’s
performance. Variable pay is payable to the Executive Director on the achievement of the said targets and is paid as per the
agreement entered with such Executive Director. The equity-based compensation will be in accordance with the stock options/
restricted stock units plan of the Company, which aligns with the long-term interests of the Company and stakeholders.
(c) Other Employees

The Company’s executive remuneration policy for other senior executives including the Key Managerial Personnel, is guided by
the Mphasis Compensation and Benefits Manual. The Policy is aligned with an objective to recognize the need to be competitive
in the Industry by ensuring fair and reasonable rewards for high levels of performance, enabling stable leadership and governance
in the Company. The remuneration policy aims to attract, retain and motivate skilled executives keeping in mind the short term
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and long-term objectives of the Investors. The remuneration of executives comprises of fixed and variable compensation and
equity-based compensation in the form of Restricted Stock Units and Stock Options in order to align with the long-term interests
of the Company and stakeholders.
The remuneration policy for the executives is hosted on the website of the Company at www.mphasis.com in the Investors
section.
iii. Details of Remuneration to the Directors for the year 2021-22:
(` million)
2 Benefits /
Name of Director Salary Bonus Commission Total
Perquisite
Mr. Nitin Rakesh 112.12 - 239.28 - 351.40

Mr. Davinder Singh Brar - - - 6.22 6.22
Mr. Narayanan Kumar - - - 5.64 5.64
Ms. Jan Kathleen Hier - - - 5.32 5.32
Mr. David Lawrence Johnson - - - 4.98 4.98
Mr. Marshall Lux 3
- - - 4.90 4.90
Mr. Amit Dixit - - - - -
Mr. Amit Dalmia - - - - -
Ms. Maureen Anne Erasmus4 - - - 1.24 1.24
Mr. Kabir Mathur - - - - -
Mr. Pankaj Sood - - - - -
Ms. Courtney della Cava - - - - -
Total 112.12 - 239.28 28.30 379.70
Notes:
(1) There is no provident fund contributed for Mr. Nitin Rakesh.
(2) Represents remuneration paid from Mphasis Corporation, wholly owned Subsidiary of the Company, for the year ended 31 March 2022,
pursuant to secondment of Mr. Nitin Rakesh to Mphasis Corporation..
(3) Excludes ` 7.08 million paid from Mphasis Corporation, wholly owned subsidiary of the Company, to Mr. Marshall Lux in terms of exercise of
incentive units granted to him pursuant to the independent contractor agreement entered with him by Mphasis Corporation.
(4) The remuneration paid to Ms. Maureen Anne Erasmus is effective 20 December 2021.
Mr. Nitin Rakesh employment with the Company may be immediately terminated by the Company at any time upon delivery of
written notice to him, without prior notice or pay in lieu of notice, in the event of “Dismissal for Cause” (as such term is defined
in the employment agreement).
In addition, the Employee’s employment with the Company may be terminated by the Company as a “Dismissal for Convenience”
(as such term is defined in the employment agreement), without prior notice or pay in lieu of notice, effective on the date on
which the written notice of termination has been issued by the Company (or such later date as may be set forth in the termination
notice).
Mr. Nitin Rakesh may terminate his employment with the Company at any time by serving a written notice of resignation to the
Company, which resignation will not be effective until the expiry of 90 (ninety) days from the date of such resignation notice.
The severance fees will be as per the employment agreement entered with Mr. Nitin Rakesh on 27 September 2021.
Mr. Nitin Rakesh, CEO and Managing Director, exercised 131,000 shares on 4 February 2022 and holds 11,22,226 stock options
under the Employee Stock Option Plan 2016. In terms of the scheme, upon exercise, each of the stock options is eligible for
issuance of one equity share of ` 10 each.
In addition, Mr. Nitin Rakesh holds 345,196 RSUs under Restricted Stock Units Plan 2021. In terms of the scheme, upon
exercise, each of the stock unit is eligible for issuance of one equity share of ` 10 each.
The Independent Directors of the Company are not eligible for any stock options and none of the other non-executive directors
were granted any stock options of Mphasis Limited during the year ended 31 March 2022.
Mr. Marshall Lux, Non-Executive Director, held 50,000 stock-based incentive units of Mphasis Corporation (“Units”), a wholly
owned subsidiary of the Company, which were granted on 11 October 2016. The incentive units vested over 5 equal tranches
and could be exercised any time upto 6 months from the date of termination by either party. The amount to be paid by Mphasis
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Corporation, upon exercise of the Incentive Units will be the difference between ` 544.50 (being the market price of the Company’s
shares on the date of signing of the contract) and price of the Company’s shares as at the date of exercise of the incentive units.
During the year, Mr. Marshall lux exercised 2,500 Units and was paid ` 7.08 million (US$ 93,430) towards the same. Mr. Marshall
Lux has advised the Company that he will not exercise 40,000 Units, which vested after his appointment as a director of the
Company and has waived his rights thereunder. Accordingly, as at the date Mr. Marshall Lux holds 7,500 Units, which could be
exercised further.
v. Remuneration Report
The remuneration to the employees and directors is paid as per the Remuneration Policy of the Company. The following is a
report on the Remuneration for the year ended 31 March 2022:
Remuneration to Non-Executive Directors

Ratio of
Remuneration (` Million)
Name of the Director Remuneration
2021-22 MR (in times) NP (in %)
Mr. Davinder Singh Brar 6.22 8 0.04
Mr. Narayanan Kumar 5.64 8 0.04
Ms. Jan Kathleen Hier 5.32 7 0.04
Mr. David Lawrence Johnson 4.98 7 0.03
Mr. Marshall Lux 4.90 7 0.03
Ms. Maureen Anne Erasmus Refer note 4 1.24 7 0.03
Mr. Kabir Mathur - - -
Mr. Pankaj Sood - - -
Ms. Courtney della Cava - - -
Notes:
1. MR = Median Remuneration, NP = consolidated Net Profit.
2. As per the remuneration policy, the Independent directors are not eligible for Stock Options of the Company.
3. No other non-executive and Independent directors were paid any remuneration.
4. The ratio of remuneration is calculated based on annualized remuneration.
Remuneration to Key Managerial Personnel (KMPs) as at 31 March 2022:

Remuneration (` Million) Ratio of Remuneration
Name of the KMP 2021-22 MR NP
% Increase
(` Million) (in times) (in %)
Mr. Nitin Rakesh, CEO and Managing Director Refer Note 4 351.40 28 476 2.46
Mr. Manish Dugar, Chief Financial Officer 44.96 6.67 61 0.31
Mr. Subramanian Narayan, Company Secretary 8.17 16.61 11 0.06
Notes:
1. MR = Median Remuneration, NP= Consolidated Net Profit.
2. Remuneration is calculated as per Section 197 of the Companies Act, 2013.
3. The variable component of the Salary of CEO is linked to the performance targets for the overall Mphasis Group in terms of Revenue and EPS,
and for other employees, the Company has a defined performance targets linked to the consolidated Statement of Profit and Loss account, in
addition to their performance.
4. The remuneration of Mr. Nitin Rakesh represents remuneration paid from Mphasis Corporation, wholly owned subsidiary of the Company, for
the year ended 31 March 2022, pursuant to his secondment to Mphasis Corporation.
During the year, in line with the industry standards, key talent retentions and to remain competitive in the marketplace, the
Company had awarded 9% increase in the remuneration of the employees. The details of increment given to Key Managerial
Personnel have been disclosed above. The median remuneration of employees increased by 9% during the year. There are no
employees receiving remuneration in excess of remuneration received by the CEO and Managing Director of the Company.
As at 31 March 2022, there were 14,098 permanent employees on the rolls of the Company. The Company pays remuneration
in accordance with its remuneration policy.
vi. Details of shares held by the Directors

As on 31 March 2022, Mr. Davinder Singh Brar, Chairman, holds 28 equity shares of the Company. None of the other directors
hold any equity shares in the Company.
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vii. Board Assessment
Performance assessment of the Board involves directors undertaking a critical review as a collective body, identifying Board’s
strengths and weaknesses and is initiated towards enhancement of the Board’s performance. The assessment is carried annually
by means of a structured questionnaire with rankings.
During the year, the performance evaluation of Independent Directors, was carried out by the entire Board (wherein the Independent
Director being evaluated did not participate) based on the framework recommended by the Nomination and Remuneration
Committee. The criteria included evaluation of the Board Culture, Sub-committees, Board Management, evaluation of directors’
abilities in terms of understanding the Business of the Company, engaging with the management, participation at the meetings,
evaluation of their skills-sets to the Board skill matrix etc. The criteria for evaluation of Independent Directors inter-alia included
evaluation of fulfilment of Independence criteria and their evaluation of independence from the management. The performance
evaluation of the Non-Independent Directors was carried out by the Independent Directors.
viii. Board Diversity

Diversity is intrinsically woven into the philosophy of Mphasis. The Company has always been committed to ensure that the
workplace is free from any form of discrimination based on gender, age, race, religion, disability or sexual orientation. Mphasis
respects each of its stakeholders associated with it and values their differences. The Board of the Company has adopted a Board
Diversity Policy as per the requirements of law with an emphasis to recognize inclusion of woman director on the Board.
All Board appointments are based on meritocracy and candidates are considered against objective criteria, having due regard
for the benefits of diversity on the Board. The Board Diversity Policy has been uploaded on the website of the Company at
https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/governance/Board%20Diversity%20Policy.pdf
in the Investors section.
Ms. Jan Kathleen Hier (DIN: 07360483) and Ms. Maureen Anne Erasmus (DIN: 09419036), Independent Directors and
Ms. Courtney della Cava (DIN: 09380419), Non-Executive Director, are the woman Directors on the Board of the Company.
(d) CSR Committee

As required under Section 135 of the Companies Act, 2013, the Board of Directors have constituted a CSR Committee.
The primary function of the committee is to assist the Board of Directors in formulating a Corporate Social Responsibility (CSR)
Policy and review its implementation and progress from time to time.
During the year ended 31 March 2022, three meetings of the CSR Committee were held on 5 May 2021, 26 October 2021 and
19 January 2022.
The composition of the Committee and the attendance of the members at each of the meetings held during the year ended
31 March 2022 are given below:
- Present - Absent

during the tenure
Mr. Narayanan Kumar, Chairman
Mr. Nitin Rakesh
Mr. Amit Dalmia
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(e) ESOP Compensation Committee
The Board of Directors of the Company has constituted an ESOP Compensation Committee in line with the requirements of the
applicable SEBI Regulations.
During the year ended 31 March 2022, the ESOP Compensation Committee has, on a periodic basis, approved exercise of
775,683 equity shares of `10 each under various Employee Stock Options Scheme, ESOP 2016 Plan in force. The said shares
have been duly credited to the employees and have been listed with the Stock Exchanges.
The primary function of the Committee is to administer Stock Option Plans and Restricted Stock Units of the Company including
the grants made thereunder. The present composition of the Committee is as below:
Mr. Narayanan Kumar - Chairman
Mr. Amit Dixit - Member
During the year, the Committee approved a grant of 853,275 and 1,075,188 stock options under Employees Stock Option Plan
2016 and Restricted Stock Unit Plan-2021 (RSU Plan 2021) respectively.
(f) Stakeholders Relationship Committee

The Company attaches paramount importance to the investor relations and is committed on redressal of grievances such as
non-receipt of balance sheet, non-receipt of dividends and other investor related grievances on a timely manner.
The responsibilities of the Committee are as follows:
a. oversee the resolution of the grievances of the shareholders, debenture-holders and other security-holders including the
grievances relating to transfer/transmission of shares, non-receipt of annual reports, non-receipt of dividends, issue of new/
duplicate share certificates, General Meetings etc.;
b. review measures taken for effective exercise of voting rights by the Shareholders;
c. review the adherence to the service standards adopted by the Company in respect of services rendered by the Registrars
and Share Transfer Agent; and
d. review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
measures taken for ensuring timely receipt of dividend warrants, annual reports, statutory notices by the shareholders of the
Company.
The details of the correspondence with the shareholders including the details of the Investor Grievances, if any, are placed before
the Committee members on a monthly basis.
The status of Investor Complaints during the year ended 31 March 2022, is as under:
Complaints as on 1 April 2021 Nil
Complaints received during the year 3
Complaints resolved during the year 3
Complaints pending as on 31 March 2022 Nil

Note: The Company has not received any grievances in respect of the resolved Investor Complaints.
During the year ended 31 March 2022, a meeting of the Stakeholders Relationship Committee was held on 26 October 2021.
The present composition of the Committee and the attendance of the members at the meeting held during the year ended
31 March 2022 are given below:
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- Present - Absent

during the tenure
Mr. Nitin Rakesh
Mr. Amit Dalmia
Name, Designation and Address of the Compliance Officer

Mr. Subramanian Narayan
Senior Vice President and Company Secretary,
Mphasis Limited
Bagmane World Technology Center, Marathahalli Outer Ring Road, Doddanakhundi Village,
Mahadevapura, Bengaluru - 560048.
(g) Treasury and Operations Committee

The Board has constituted a “Treasury and Operations Committee” considering the desired focus on the treasury and business
operations. The powers and functions of the Committee include, oversight of liquidity management and banking operations,
forex risk management, investment portfolio/interest rate risk management, approval for capital expenditure/hardware resale and
settlement of legal cases beyond certain limits.
During the year ended 31 March 2022, meetings of the Committee were held on 5 May 2021 and 26 October 2021.
The present composition of the Committee and the attendance of the members at each of the meetings held during the year
ended 31 March 2022 are given below:
- Present - Absent

during the tenure
Mr. Nitin Rakesh
Mr. Amit Dalmia
(h) Strategy Committee

The primary function of the Committee is to oversee the Company’s strategic planning process, review and advice on strategic
proposals, evaluate potentials for the growth opportunities of the Company etc. and make appropriate recommendations to the
Board. During the year, there was no meeting of the Strategy Committee held.
The present composition of the Committee is as follows:
Mr. Nitin Rakesh - Member
Ms. Jan Kathleen Hier - Member
Mr. David Lawrence Johnson - Member
Mr. Amit Dixit - Member
Mr. Marshall Lux - Member
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(i) Risk Governance and Management Committee
The Board has constituted a Risk Governance and Management Committee (RGMC) with a primary function to review and approve
annually, an Enterprise Risk Management framework (ERM Framework), review and recommend changes to the approved ERM
Framework, evaluate the significant risk exposures to the Company and review the management actions to mitigate such risks,
evaluate the Cyber – Security preparedness of the Company. During the year ended 31 March 2022, meetings of the Committee
were held on 5 May 2021 and 26 October 2021.
The present composition of the Committee is as below:
Mr. Amit Dalmia – Chairman

Mr. Narayanan Kumar – Member
Mr. Nitin Rakesh – Member
Mr. David Lawrence Johnson – Member
Mr. Marshall Lux – Member
Mr. Manish Dugar – Member
Chief Financial Officer
Mr. Eric Winston - Member
EVP, General Counsel, Chief Ethics and Compliance Officer
The present composition of the Committee and the attendance of the members at each of the meetings held during the year
ended 31 March 2022 are given below:
- Present - Absent

during the tenure
Mr. Amit Dalmia, Chairman
Mr. Narayanan Kumar
Mr. Nitin Rakesh
Mr. David Lawrence Johnson
Mr. Marshall Lux
Mr. Manish Dugar
Mr. Eric Winston
III. MEETINGS OF THE SHAREHOLDERS
(a) Location and time of last three AGMs:

Following is the summary of the last three Annual General Meetings (AGM) of the Company:
AGM Date and Time Venue
Twenty eighth Annual General Meeting 25 July 2019 Taj MG Road, 41/3, Mahatma Gandhi Road,
10:30 AM Bengaluru 560001, Karnataka.
Twenty ninth Annual General Meeting 23 July 2020 Bagmane World Technology Center, Marathalli Outer
(conducted through Video Conference) 09:00 AM Ring Road, Doddanakhundi Village, Mahadevapura,
Bengaluru - 560048, Karnataka.
Thirtieth Annual General Meeting 29 September 2021 Bagmane World Technology Center, Marathalli Outer
(conducted through Video Conference) 09:00 AM Ring Road, Doddanakhundi Village, Mahadevapura,
Bengaluru - 560048, Karnataka.
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(b) Special resolutions transacted at the Annual General Meetings held in the last three years:
Date of AGM Special Resolutions transacted
25 July 2019 • Re-appointment of Mr. Davinder Singh Brar as an Independent Director

23 July 2020 • Re-appointment of Ms. Jan Kathleen Hier as an Independent Director
• Amendments to Employee Stock Option Plan 2016 (ESOP 2016)
• Extending benefits of amendments to ESOP 2016 to the eligible employees of the subsidiary
companies
29 September 2021 • Approval for RSU Plan 2021
• Extension of RSU Plan 2021 to the subsidiary company employees
(c) Special resolutions transacted through Postal Ballot last year:

During the year, no special resolution was transacted through Postal Ballot.
IV. DISCLOSURES
There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.
The details of applicable related party transactions are filed with the stock exchanges every quarter. Related party transactions are
reported in the financial statements of the Company. The Board of Directors of the Company has approved a Policy on the materiality
of related party transactions which is hosted on the website of the Company in the Investors section under the Corporate Governance
page. The Audit Committee of the Board has delegated the powers to approve the routine non-material related party transactions as
per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 severally to the Chief Executive
Officer and Chief Financial Officer and the details of such transactions are placed before the Committee on a quarterly basis.
The code of conduct of the Board of Directors and senior management has also been disclosed on the website.
No penalty has been imposed on the Company on any matter relating to Capital Markets by the Stock Exchanges or Securities and
Exchange Board of India or any other statutory authority from the date of inception of the Company.
At Mphasis, we have a free and fair channel of communication for concerns about integrity, unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or Ethics Policy.
The objective of the Whistleblower Policy is to provide anyone observing an illegal or unethical practice within the organization,
secure means to raise that concern, without fear of retaliation. All companies of the Mphasis Group and people associated with
the Company viz., Customers, Vendors etc. can raise such concerns through written complaints deposited in drop-boxes at any
of our offices, through emails or through the whistleblower hotline numbers. The Audit Committee Chairman is the Whistleblower
Ombudsperson.
The Company has complied with all mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
As required under the provisions of the law, the following disclosures are uploaded on the website of the Company at
https://www.mphasis.com/home/corporate/investors.html. Investors are encouraged to visit the website of the Company to access
such documents:
1. Quarterly Shareholding Pattern

2. Disclosures of Voting Results
3. Format of letter of appointment /re-appointment of Independent Directors
4. Mphasis Related Party Policy
5. Corporate Social Responsibility Policy
6. Board Diversity Policy
7. Policy on material subsidiaries
8. Code of Conduct for Prevention of Insider Trading
9. Code of Conduct for Directors and employees of the Company
10. Orientation process for the Directors
11. Remuneration Policy for executives and directors
12. Correspondence with Stock Exchanges
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13. Dividend Distribution Policy
14. Document Retention and Archival Policy
15. Policy for fair disclosure of UPSI
16. Mphasis Prevention of Sexual Harassment (POSH) Policy
17. Mphasis IP Policy
18. Mphasis Anti-Slavery Policy
19. Anti- Bribery and Corruption Policy
20. Confidentiality Notice to Covered Persons
V. Details of fees paid to the Statutory Auditors
The details of total fees paid by the Company and its subsidiaries to BSR & Co., LLP (including its network firms), the Statutory
Auditors of the Company, during the year is as follows:
(Amount in `)
Total fees paid by the Company 18,609,659
Total fees paid by the subsidiaries of the Company 993,040
VI. INTERNAL CONTROLS
The Company has adequate internal control systems in place and reasonable assurance on authorizing, recording and reporting
transactions of its operations in all material respects and in providing protection and safeguard against misuse or loss of assets
of the Company. The Company has in place, well documented procedures covering critical financial and operational functions
commensurate with the size and complexities of the organization.
Some of the salient features of the internal control system in place are:-
1. Adherence to applicable Accounting Standards and Policies.
2. ERP system connecting all offices enabling seamless data and information flow. This is constantly reviewed to enhance the
internal control check points.
3. Preparation of annual budget for operation and service functions and monitoring the same with actual performance at regular
intervals.
4. Ensuring that assets are properly recorded, and procedures have been put in place to safeguard against any loss or unauthorized
use or disposal.
5. Internal audit is carried based on the audit universe coverage and Internal Audit Plan approved by the Audit Committee.
6. The observations arising out of internal audit are periodically reviewed at the Audit Committee meetings along with follow up
action.
7. Quarterly presentations are made to the Audit Committee on enterprise risks faced by the Company and action plan to mitigate
such risks.
In addition, the Company uses the services of an external firm to periodically review various aspects of the internal control system to
ensure that such controls are operating in the way expected and whether any modification is required.
The Internal Audit function develops an audit plan for the Company, which includes a mix of financial, operational, compliance and IT
areas. The audit coverage includes corporate, core business operations, as well as support function. The internal audit reports and
the recommended management actions are presented to the Audit Committee on a half year basis. The status of the management
actions is followed by the Internal Audit function and the progress of the implementation of the action is reported to the Audit
Committee on a quarterly basis.
The Company’s internal financial controls are deployed through an internally evolved framework that addresses material risks in the
Company’s operations and financial reporting objectives, through a combination of Entity Level Controls (including Enterprise Risk
Management, Legal Compliance Framework and Anti-fraud Mechanisms such as an Ethics Framework, Code of Conduct, Whistle
Blower Policy, etc.), Process Controls (both manual and automated), Information Technology based controls, period end financial
reporting and closing controls and Internal Audit.
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VII. MEANS OF COMMUNICATION
The Board of Directors of the Company approves and takes on record the audited financial quarterly results and the results are
announced to all the Stock Exchanges where the shares of the Company are listed and to various news agencies. Further, the
quarterly and annual audited financial results are also published in leading newspapers within 48 hours of the conclusion of the
meetings of the Board in which they are taken on record. Generally, the quarterly results are published in various editions of The
Business Standard and Samyukta Karnataka-Kannada. The quarterly and annual results are hosted on the Company’s website at
www.mphasis.com. The website also contains a copy of presentations on the financial results of the Company. The Company’s
website has in it a separate page for Investor’s section, wherein the financial results, shareholding pattern and share price information
are hosted for the knowledge of the Investors.
In addition to the above, the Company participates in the earnings call with various Investors, Analysts and Broking Houses. The
Company also makes a presentation at the various Investors and Analysts meets, the particulars of which are disclosed to the Stock
Exchanges before such participation.
The recordings and transcripts of the earnings call are hosted on the Company’s website for information of the Investors as required
under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Press briefings are held after important occasions viz., announcement of quarterly results, acquisition of a new entity etc. The press
releases issued from time to time are informed to the Stock Exchanges where the equity shares of the Company are listed and are
also hosted on the Company’s website.
Social media today is identified as an important means of communication among investors, shareholders, employees and other
stakeholders. Therefore, all Mphasis announcements are communicated through the corporate social pages on Twitter, LinkedIn
and Facebook. Yammer is also a tool through which Mphasis communicates with its employees. In case of any emergency these
channels are leveraged depending on the crisis at hand. Investors may use the following links to follow Mphasis on the social media:
https://www.facebook.com/MphasisOfficial/
https://www.linkedin.com/company/mphasis
https://twitter.com/mphasis
In line with the circulars of the Ministry of Corporate Affairs (MCA) on ‘Green Initiative’ allowing paperless compliances by companies,
the Company serves documents like Notices, Annual Reports and other statutory communications to its shareholders through
e-mail at the registered e-mail addresses. The physical copies of the Annual Report for such shareholders are sent upon request.
Members are requested to note that documents sent through the electronic mode will also be available on the Company’s website–
www.mphasis.com. The Company would like to urge shareholders to support this initiative of the MCA and contribute towards
greater sustainability by registering their e-mail addresses, if not already registered.
The Financial Results of the Company, shareholding pattern and the Corporate Governance Report filed with the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE) under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are also uploaded on NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre respectively.
VIII. GENERAL SHAREHOLDERS INFORMATION
(a) Details of the AGM
Date
Thursday, 21 July 2022
Time
9:00 AM
Venue
The Company is conducting the meeting through Video Conferencing pursuant to the circular of Ministry of Corporate Affairs
dated 5 May 2022 read with circulars dated 8 April 2020, 13 April 2020, 5 May 2020, 13 January 2021 and 14 December 2021
(collectively referred to as “MCA Circulars”) and hence there is no requirement for physical venue for the meeting.
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Schedule of events for the voting and declaration of voting results
Events Planned dates

Dispatch of Annual Report Monday, 27 June 2022 (Latest date)
Advertisement regarding dispatch of Notice and public notice regarding Monday, 27 June 2022
e-voting in English and Kannada
Cut-off date for remote e-voting Thursday, 14 July 2022
Commencement of remote e-voting Saturday, 16 July 2022
Closing of the e-voting Wednesday, 20 July 2022
Voting at AGM Thursday, 21 July 2022
Declaration of results of voting Friday, 22 July 2022
Voting Results
The results declared along with the report of the Scrutinizer shall be placed on the website of the Company, www.mphasis.com
and on the website of NSDL (www.evoting.nsdl.com) immediately after the declaration of the results by the Chairman or a person
authorized by him in writing. The results shall also be immediately forwarded to the stock exchanges where the shares of the
Company are listed. The results shall also be displayed on the notice board of the Company at the registered office and the
corporate office.
(b) Financial Calendar
Financial Year 1 April 2021 to 31 March 2022
Results Announced 28 April 2022
Book Closure Dates 7 July 2022 to 21 July 2022 (both days inclusive)
Posting of Annual Reports By 27 June 2022 (latest Date)
Annual General Meeting 21 July 2022
Dividend Payment Date On or before 20 August 2022
(d) Listing
Equity shares of the Company are listed and traded on the following Stock Exchanges:
Exchange Address Scrip Code

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001. 526299
Telephone: 022-22721233/34 Fax No.: 022-22721062
The National Stock Exchange of India Limited Kurla Complex, Bandra (E) Mumbai - 400 051. MPHASIS
Telephone: 022-26598100-8114
Fax Nos. 022-26598237-38
Metropolitan Stock Exchange of India Limited Vibgyor Towers, 4th floor, Plot No.C 62, G-Block, MPHASIS
(MSEI)* Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E),
Mumbai-400 098, India.
Telephone: 022-6112 9000 Fax No.022-2654 4000
* Traded as permitted security on the exchange.
The Company has paid the listing fees for the year ending 31 March 2023.
(e) Dematerialization of Equity Shares
The Equity Shares of the Company are admitted in the following depositories of the Country under the International Securities
Identification Number (ISIN) INE356A01018. This number is required to be quoted in each transaction relating to the dematerialized
equity shares of the Company.
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Name of the Depository Address
Trade World, A wing, 4th & 5th Floors, Kamala Mills Compound, Senapathi
National Securities Depository Limited
Bapat Marg, Lower Parel, Mumbai - 400 013.
Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street Mumbai – 400 001.
The Company has paid the custodial charges to the respective depository participants for the year ending 31 March 2023.
The Securities and Exchange Board of India has specified that the shares of the Company would be traded only in demat form
effective 29 November 1999. Further, the Securities and Exchange Board of India, had vide its notification No. SEBI/LAD-NRO/
GN/2018/24 dated 8 June 2018 and a press release dated 3 December 2018, have restricted transfer of shares in physical form
effective 1 April 2019.
In view of the above and considering the benefits of holding shares in electronic form, the shareholders holding physical share
certificates are requested to dematerialize their holding at the earliest. As on 31 March 2022, 99.88% shareholders held 99.97%
of shares in demat form.
(f) Market Quotation

The month wise high, low and closing prices and the volume of shares of the Company traded for the period 1 April 2021 to
31 March 2022 on The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) are given below:
NSE BSE
Volume for Volume for
Month High Low Close High Low Close
the Month the Month
(`) (`) (`) (Shares) (`) (`) (`) (Shares)
Apr-21 1,837 1,603 1,765 11,384,451 1,836 1,603 1,765 462,065
May-21 2,010 1,728 1,944 12,339,777 2,009 1,729 1,944 377,657
Jun-21 2,144 1,875 2,134 13,626,272 2,142 1,876 2,136 620,316
Jul-21 2,678 2,104 2,600 21,418,268 2,692 2,105 2,598 913,198
Aug-21 3,001 2,602 2,898 16,287,650 3,002 2,602 2,899 783,149
Sep-21 3,535 2,811 3,104 18,940,169 3,534 2,813 3,106 1,060,826
Oct-21 3,660 2,946 3,236 20,409,797 3,660 2,949 3,235 755,670
Nov-21 3,495 2,825 2,895 22,954,785 3,495 2,826 2,906 441,172
Dec-21 3,419 2,851 3,397 13,246,328 3,420 2,850 3,396 372,802
Jan-22 3,479 2,845 3,107 13,295,911 3,477 2,847 3,107 544,841
Feb-22 3,195 2,863 3,109 8,403,895 3,191 2,868 3,104 232,034
Mar-22 3,466 3,023 3,377 12,375,153 3,466 3,025 3,377 382,334
Note: The prices have been rounded off to the nearest rupee
Based on the closing quotation of ` 3,377 per share as of 31 March 2022 at the National Stock Exchange of India Limited (NSE),
the market capitalization of the Company is ` 634 billion (market capitalisation as of 31 March 2021 was ` 332 billion).
Performance of Mphasis Stock Vis-à-vis Market Indices

4,000
60000
3,000 50000
40000
2,000
30000
20000
1,000
10000
0 0
Apr-21 Jul-21 Oct-21 Jan-22
NSE close Price NIFTY BSE Close Price SENSEX
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(g) Members’ Profile
The shareholding pattern of the members of the Company as on 31 March 2022 is as follows:
No. of Shares held in Shares held in Total No. of % to total

Category
shareholders demat form physical form shares capital
Promoter 1 104,799,642 - 104,799,642 55.80
Foreign Portfolio Investors 591 39,613,388 100 39,613,488 21.09
Alternate Investment Funds 23 1,144,578 - 1,144,578 0.61
Financial Institutions and Banks 2 373,039 - 373,039 0.20
Mutual Funds 167 25,210,750 - 25,210,750 13.42
Insurance Companies 47 6,673,879 - 6,673,879 3.55
Bodies Corporate 1,236 1,087,371 1,000 1,088,371 0.58
NBFC’s registered with RBI 2 172 - 172 0.00
Non-Resident Indians 3,351 1,560,718 - 1,560,718 0.83
Resident Indians 121,318 6,620,063 63,493 6,683,556 3.56
QIB Pension Fund-Corpus 18 479,046 - 479,046 0.26
Others 139 190,477 - 190,477 0.10
Total 126,895 187,753,123 63,493 187,817,716 100.00
(h) Distribution of Shareholding as on 31 March 2022

Shareholders Shares held
Category
Number Percentage Number Percentage
Upto 500 124,259 97.92 3,597,450 1.92
501 - 1000 992 0.78 745,523 0.40
1001 - 2000 469 0.37 690,996 0.37
2001 - 3000 182 0.14 462,362 0.25
3001 - 4000 128 0.10 445,589 0.24
4001 - 5000 93 0.07 422,056 0.22
5001 - 10000 222 0.17 1,616,321 0.86
10001 & above 550 0.43 179,837,419 95.75
Total 126,895 100.00 187,817,716 100.00
(i) Details regarding the shares in the Unclaimed Suspense Account:
No. of No. of
Sno. Particulars
shareholders Shares
1 Aggregate number of shareholders and the outstanding shares lying in the unclaimed 6 3,000
suspense account as of 1 April 2021
2 Transfer of Shares to Investor Education and Protection Fund during the year, pursuant to - -
Refer Note 1
Section 124(6) of the Companies Act, 2013
3 Number of shareholders who approached the Company for transfer of shares from the - -
unclaimed suspense account during the year and the shares were subsequently transferred
4 Aggregate number of shareholders and the outstanding shares lying in the unclaimed 6 3,000
suspense account as of 31 March 2022
Notes:
Pursuant to Section 124 (6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the shares, held by Shareholders who have not claimed dividend for the last seven consecutive years, are required to be transferred
to Investor Education and Protection Fund.
The voting rights on the shares outstanding in the suspense account shall remain frozen till the rightful owner of such shares claims the
shares.
146
(k) Transfer of unpaid dividend to Investor Education and Protection Fund (IEPF):
As required under Section 124(5) of the Companies Act, 2013, read with Rule 5 of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer the dividend
remaining unclaimed for a period of 7 years, from the date of transfer of funds to unclaimed dividend account, to the Investor
Education and Protection Fund (IEPF). Further the shares in respect of which the dividend is unclaimed for a consecutive period
of 7 years is also required to be transferred to IEPF.
The Company has transferred ` 16,48,184 and ` 8,11,356 being the unclaimed dividend of FY13 and FY14, to IEPF on
9 April 2021 and 16 September 2021 respectively. Further, the Company has also transferred 915 equity shares held by
18 shareholders and 950 equity shares held by 14 shareholders to IEPF on 9 April 2021 and 21 September 2021, respectively.
Particulars of shareholders entitled to claim the unclaimed dividends are uploaded on the Company’s website
www.mphasis.com and claims in respect thereof may be lodged through www.iepf.gov.in by following requisite procedures
under the IEPF Rules.
The IEPF remittances liable for the next seven years with the details of unpaid dividend as at 31 March 2022 is as follows:
Financial Year to which Amount of unpaid dividend as on Due date for transfer of
the dividend relates 31 March 2022 dividend to IEPF
(` Million)
2014-15 2.10 14 October 2022
2015-16 2.86 10 December 2023
2016-17 2.54 30 August 2024
2017-18 2.11 11 September 2025
2018-19 2.99 29 August 2026
2019-20 4.00 28 August 2027
2020-21 5.90 3 November 2028
The shareholders are requested to claim the unpaid dividend to avoid transfers of such dividend and applicable shares to IEPF.
Mr. Subramanian Narayan, Company Secretary, is the nodal officer appointed by the Company under IEPF Rules. The contact
details of the Nodal officer are given below and is also available at https://www.mphasis.com/home/corporate/investors.html.
(l) Furnishing of KYC by Physical Shareholders:

Considering the ease of doing business for Investors in the securities market, the Securities and Exchange Board of India
(SEBI) vide its circular dated 3 November 2021 mandated Investors holding securities of listed companies in physical mode to
furnish PAN and Nomination (the “KYC”) in the prescribed form in addition to furnishing the Bank Account and contact details
of such shareholders. The shareholders holding shares of the Company in physical form are requested to refer to the letter
dated 11 January 2022 sent by the Company for detailed instructions in this regard and provide the KYC and other details to the
Company’s Registrar and Share Transfer Agent.
Failure to furnish KYC and other details would result in freezing of folios effective 1 April 2023. The frozen folios shall be eligible
for payment of dividend electronically only upon furnishing the KYC and other details. As per aforesaid Circular, the folios which
are frozen till 31 December 2025, are required to be referred by RTA / Listed Company to the administering authority under the
Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002.
In view of the above, the shareholders holding shares in physical form are requested to furnish the KYC and other details and
also dematerialize their holdings at the earliest.
(m) Issue of shares in demat mode:

Securities and Exchange Board of India (‘SEBI’), vide its circular dated 25 January 2022, considering the enhanced measures to
ease dealings in securities market by the Investors, has mandated listed companies to issue shares in dematerialized form only,
when such shares are required to be issued pursuant to the following requests:
147
i. While processing issue of duplicate securities certificate;
ii. Claim from Unclaimed Suspense Account;
iii. Renewal /Exchange of securities certificate, Endorsement, Sub-division/Splitting of securities certificate, Sub-division/
Splitting of securities certificates/folios; and
iv. Transmission and Transposition received from the Members of the Company holding shares in physical form.
The prescribed process for dealing with the above requests have been advised to the shareholders holding shares in physical
form vide our letter dated 12 March 2022 and the shareholders are requested to refer to the same. In view of the above
circular, we would like to urge the shareholders holding shares in physical form to dematerialize their holdings at the earliest.
Dematerialization of shares ensures quick, error-free and seamless transactions. It is a safe and convenient way to trade or
invest and enables to monitor portfolio from anywhere across the Globe. It also enables faster settlement and disbursement of
corporate benefits including dividends.
(n) Address for Communication
Company Contact RTA Contact
Mr. Subramanian Narayan Mr. S Vijayagopal

Senior Vice President and Company Secretary Vice President
Mphasis Limited, Integrated Registry Management Services Private Limited
Bagmane World Technology Center, Marathahalli Outer (Unit: Mphasis Limited)
Ring Road, Doddanakhundi Village, Mahadevapura, 30, Ramana Residency, 4th Cross Sampige Road,
Bengaluru - 560 048, India Malleswaram, Bengaluru - 560 003
Phone: +91 (080) 6750 1000 Phone: +91 (080) 2346 0815-818

148
Compliance Certificate on Corporate Governance
To,
The Members of Mphasis Limited
I have examined the compliance of the conditions of Corporate Governance by Mphasis Limited (‘the Company’) for the financial year
ended on 31 March 2022, as stipulated under the provisions of Companies Act, 2013 and of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C and D of Schedule V) and amendments
thereof.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. This responsibility includes
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the
Corporate Governance stipulated in the SEBI Listing Regulations.
I have examined the books of account and other relevant records maintained by the Company for the purpose of providing reasonable
assurance on the compliance with Corporate Governance requirements by the Company. My examination was carried out in accordance
with the Guidance Note on certification of Corporate Governance (as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015), issued by The Institute of Company Secretaries of India (ICSI) and was limited to procedures and implementation
thereof, adopted by the Company for ensuring the compliances of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of Company.
Based on the information, explanations given to me and according to the examination of the relevant records, the representations and all
material disclosures made by the Directors and the Management, the Company has complied with the provisions of Corporate Governance
as stipulated under the provisions of Companies Act, 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C and D of Schedule V) during the year ended March 31, 2022. It is further
stated that no investor grievance is pending for the said financial year as per the records of the Company.
I further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
S.P. NAGARAJAN
Company Secretary ACS Number : 10028
CP Number: 4738
Place: Bengaluru UDIN: A010028D000234263
Date: 28 April 2022 Peer reviewed Unit -bearing Unique Identification Number: I2002KR300400
Note: As per the guidance issued by the Institute of Company Secretaries of India (ICSI) for carrying out professional assignments, the Compliance Certificate
on Corporate Governance in term of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(17 to 27 and clauses (b) to (i) of Regulation
46(2) and Para C and D of Schedule V) was conducted by using appropriate Information Technology tools by virtual data sharing by way of the Company’s
cloud-based server - ‘Mike Portal’ to access and examine relevant documents for completion of the audit.
149
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) of Clause 10(i) of Part C of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015
To,
The Members,
MPHASIS LIMITED
Bengaluru-560048
CIN of Company : L30007KA1992PLC025294
Authorised Capital : ` 2,45,00,00,000/-
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of MPHASIS LIMITED
(hereinafter referred to as ‘the Company’), a Company incorporated under the Companies Act, 1956 vide Corporate Identity Number
(CIN) L30007KA1992PLC025294 and having its Registered Office at Bagmane World Technology Center, Marathahalli Outer Ring
Road, Doddanakundi Village, Mahadevapura, Bangalore - 560048, produced before me for issuance of this Certificate, in accordance
with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the MCA portal - www.mca.gov.in) and on the basis of the written representation/declaration received from the directors to be
taken on record by the Board of Directors and explanations furnished to me by the Company & its officers, I, hereby certify that none of
the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2022 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such other Statutory Authority.
Sl. No. DIN Name Designation Date of Appointment

1. 00007848 NARAYANAN KUMAR Independent Director 15/02/2013
2. 00042261 NITIN RAKESH Managing Director 26/07/2017
3. 00068502 DAVINDER SINGH BRAR Independent Director 11/12/2015
4. 01798942 AMIT DIXIT Director 01/09/2016
5. 05313886 AMIT DALMIA Director 01/09/2016
6. 07360483 JAN KATHLEEN HIER Independent Director 11/12/2015
7. 07593637 DAVID LAWRENCE JOHNSON Director 01/09/2016
8. 08178748 MARSHALL JAN LUX Director 07/08/2018
9. 05185378 Pankaj Sood Additional Director 20/12/2021
10. 08635072 Kabir Mathur Additional Director 20/12/2021
11. 09380419 Courtney Karlan della Cava Additional Director 20/12/2021
12. 09419036 Maureen Anne Erasmus Independent Director 20/12/2021
Ensuring the eligibility of/for the appointment/continuity of every Director on the Board, is the responsibility of the management of
the Company. My responsibility is to express an opinion on the eligibility of/for the appointment/continuity of every Director on the
Board, based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
S.P. NAGARAJAN
Company Secretary ACS Number : 10028
CP Number: 4738
Place: Bengaluru UDIN: A010028D000234285
Date: 28 April 2022 Peer reviewed Unit -bearing Unique Identification Number: I2002KR300400
Note: As per the guidance issued by the Institute of Company Secretaries of India (ICSI) for carrying out professional assignments, the Certificate of
Non-Disqualification of Directors in term of Regulation 34(3) of Clause 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 was conducted by using appropriate Information Technology tools by virtual data sharing by way
of the Company’s cloud-based server - ‘Mike Portal’ to access and examine relevant documents for completion of the audit.
150
INDEPENDENT AUDITORS’ REPORT

To the Members of Mphasis Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Mphasis Limited (“the Company”), which comprise the standalone balance
sheet as at 31 March 2022, the standalone statement of profit and loss (including other comprehensive income), standalone statement
of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, profit
and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements 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 standalone 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the
standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
Evaluation of tax positions

See note 30(a) to the standalone financial statements
The Company’s operations in India are subject to periodic Our audit procedures on taxation include the following:
challenges by local tax authorities on a range of tax matters
• Obtained an understanding of key tax litigations and potential
arising in the normal course of business including direct tax and tax exposures.
transfer pricing matters. Estimating the income tax expense
also requires the Company to determine the probability of tax • Evaluated the design, implementation and operating
authorities accepting a particular tax treatment for potential tax effectiveness of the internal controls relating to the
exposures. These involve significant judgment by the Company Company’s assessment of the possible outcome of tax
to determine the possible outcome of the tax litigations and litigations, potential tax exposures and related disclosures in
potential tax exposures, consequently having an impact on the standalone financial statements.
related accounting and disclosures in the standalone financial • The audit team, along with our internal tax experts:
statements.
• read and analyzed select key correspondences and
consultations carried out by the Company including with
external tax experts for key tax litigations and potential tax
exposures.
• inquired with the Company and external tax experts
to evaluate key assumptions and grounds of appeal
considered by the Company in estimating the current tax
balances.
• evaluated the status of the recent tax assessments /
inquiries, results of previous tax assessments, legal
precedence / judicial rulings and changes in the tax
environment. This is performed to assess and challenge
the Company’s estimate of the possible outcome of key
tax litigations and potential tax exposures.
• assessed and tested the adequacy and accuracy of the
presentation and disclosures in the standalone financial
statements.
151

Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon. The
annual report is expected to be made available to us after the date of this auditors’ report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter
to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other
comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. 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 the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and 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 is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements 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 financial statements.
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 financial statements, 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. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management and Board of Directors.
• Conclude on the appropriateness of management’s and Board of Directors’ use of the going concern basis of accounting in
preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. 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 financial statements 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 financial statements, including the disclosures, and whether
the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
152

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements (Continued)
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.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in
our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of
section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. (A) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31 March 2022, taken on record by the Board
of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of section
164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone
financial statements. Refer note 30 to the standalone financial statements.
b) The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
c) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by
the Company.
d) (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in note 38b
to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or
on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in note 38b to the accounts,
no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
153

Report on Other Legal and Regulatory Requirements (Continued)
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule
11(e) contain any material mis-statement.
e) The final dividend paid by the Company during the current year in respect of the same declared for the previous year is in
accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. As stated in note 43
to the financial statements, the Board of Directors of the Company have proposed final dividend for the current year which is
subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with
section 123 of the Act to the extent it applies to declaration of dividend.
(C) With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any
director is not in excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed
other details under section 197(16) of the Act which are required to be commented upon by us.
for B S R & Co. LLP

Amit Somani
Partner
28 April 2022 UDIN: 22060154AIABCV9207
154

Annexure A to the Independent Auditors’ Report
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Company on the standalone
financial statements for the year ended 31 March 2022, we report the following:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has a regular programme of physical verification of its property, plant and equipment by which all property,
plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme,
certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on
such verification.
(c) The Company does not have any immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favor of the lessee). Accordingly, clause 3(i)(c) of the Order is not applicable.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not revalued its property, plant and equipment (including right of use assets) or intangible assets or both
during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of
Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The Company is a service company, primarily rendering information technology solutions services. Accordingly, it does not
hold any physical inventories. Accordingly, clause 3(ii)(a) of the Order is not applicable.
the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or
financial institutions on the basis of the security of current assets at any point of time during the year. Accordingly, clause 3(ii)
(b) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not made any investments in or provided security to companies, firms, limited liability partnerships or any other
parties during the year. The Company has provided guarantees, granted loans and advances in the nature of loans during the year
to companies and other parties, details of which are stated below. The Company has not provided guarantees or granted loans or
advances in the nature of loans during the year to firms or limited liability partnerships.
(a) (A) Based on the audit procedures carried out by us and as per the information and explanations given to us, the Company
has granted loans to subsidiaries as below:
Particulars Loans (` In millions)

Aggregate amount during the year
- Subsidiary* 2,825
Balance outstanding as at the balance sheet date
- Subsidiary* 1,971
*As per the Companies Act, 2013
(B) Based on the audit procedures carried out by us and as per the information and explanations given to us, the Company
has provided guarantees and granted advances in the nature of loans to other parties as below:
Advances in the nature of
Guarantees loans – Employee advances
Particulars (` In millions) (` In millions)
Aggregate amount during the year
- Other parties 8,918 414
Balance outstanding as at the balance sheet date

- Other parties 9,551 209
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion
the guarantees provided during the year and the terms and conditions of the grant of loans and advances in the nature of
loans during the year are, prima facie, not prejudicial to the interest of the Company.
155

Annexure A to the Independent Auditors’ Report (Continued)
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
in our opinion, in the case of loans and advances in the nature of loans given, the repayment of principal and payment of
interest has been stipulated and the repayments or receipts have been regular.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
there is no overdue amount for more than ninety days in respect of loans and advances in the nature of loans given.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
there is no loan or advance in the nature of loans granted falling due during the year, which has been renewed or extended or
fresh loans granted to settle the overdues of existing loans or advances in the nature of loans given to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying
any terms or period of repayment.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the
Company has neither made any investments nor has it given loans or provided guarantee or security as specified under Section
185 of the Companies Act, 2013 (“the Act”) and the Company has not provided any security as specified under Section 186 of
the Act. Further, in our opinion, the Company has complied with the provisions of Section 186 of the Act in relation to loans given,
guarantees provided and investments made.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause
3(v) of the Order is not applicable.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost
records under Section 148(1) of the Act for the services provided by it. Accordingly, clause 3(vi) of the Order is not applicable.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year
since effective 1 July 2017, these statutory dues has been subsumed into Goods and Services Tax (“GST”)
According to the information and explanations given to us and on the basis of our examination of the records of the Company,
in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including GST,
Provident fund, Employees’ State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues have been
regularly deposited by the Company with the appropriate authorities;
According to the information and explanations given to us and on the basis of our examination of the records of the Company,
no undisputed amounts payable in respect of GST, Provident fund, Employees’ State Insurance, Income-Tax, Duty of
Customs, Cess and other statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the
date they became payable.
there are no statutory dues relating to GST, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax,
Duty of Customs, Value Added Tax or Cess or other statutory dues which have not been deposited on account of any dispute,
except as mentioned below:
Amount* Period to which the amount Forum where dispute is

Name of the statue Nature of dues (` In millions) relates (Financial Year) pending
Income Tax Act, 1961 Income tax 3,824 2004-05, 2006-07, 2008-09, Income Tax Appellate Tribunal
2009-10, 2012-13, and 2013-14
5,667 2009-10, 2010-11, 2011-12, Commissioner of Income Tax,
2014-15, 2016-17 and 2018-19 Appeals
169 2000-01 to 2005-06 Supreme Court
2,549 2017-18 High Court
Income Tax Act, 1961 Withholding taxes 4,957 2005-06 to 2011-12 Income Tax Appellate Tribunal
2,043 2012-13, 2013-14 and 2014-15 Commissioner of Income Tax,
Appeals
Finance Act, 1994 Service tax 133 2004-05 to 2008-09 CESTAT, Karnataka
19 October 2011 to March 2015 Commissioner (Appeals),
Karnataka
Tennessee Sales and Use Sales and Use Tax 423 December 2011 to April 2015 Department of Revenue,
Tax Regulations, USA Tennessee
Provident Fund Act, 1952 Provident Fund 298 April 2017 to March 2019 Provident Fund Act, 1952
* Net of amounts paid under protest amounting to ` 3,470 million.
156

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the
Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax
assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not defaulted in the repayment of loans or borrowings or in the payment of interest thereon to any lender.
the Company has not been declared a wilful defaulter by any bank or financial institution or government or government
authority.
(c) In our opinion and according to the information and explanations given to us by the management, term loans were applied for
the purpose for which the loans were obtained.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company,
we report that no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements
of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet
the obligations of its subsidiaries, as defined in the Act. The Company does not hold any investment in any associate or joint
venture (as defined in the Act) during the year ended 31 March 2022.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has
not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments)
Accordingly, clause 3(x)(a) of the Order is not applicable.
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to
us, considering the principles of materiality outlined in the Standards on Auditing, we report that no fraud by the Company or
on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has
been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with
the Central Government.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining
the nature, timing and extent of our audit procedures.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the
Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance
with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the
standalone financial statements as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal
audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash
transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not
applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
clauses 3(xvi)(a) and 3(xvi)(b) of the Order are not applicable.
(b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(c) According to the information and explanations provided to us during the course of audit, the Group does not have any CICs.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
157

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates
of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial
statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as
on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and
when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet
date, will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of
section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.
for B S R & Co. LLP

Amit Somani
Partner
158

Annexure B to the Independent Auditors’ report on the standalone financial statements of Mphasis Limited for the year ended
31 March 2022
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
We have audited the internal financial controls with reference to standalone financial statements of Mphasis Limited (“the Company”) as
of 31 March 2022 in conjunction with our audit of the standalone financial statements of the Company as at and for the year ended on
that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial
statements and such internal financial controls were operating effectively as at 31 March 2022, based on the internal financial controls
with reference to standalone financial statements criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (the “Guidance Note”).
Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls
based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note.
These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under
section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial
statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were
established and maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone
financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

A company’s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial controls with reference to standalone financial
statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.
159

Annexure B to the Independent Auditors’ report on the standalone financial statements of Mphasis Limited for the year ended 31
March 2022 (Continued)
Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are
subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
for B S R & Co. LLP

Amit Somani
Partner
160
STANDALONE FINANCIAL STATEMENTS

STANDALONE BALANCE SHEET
(` million)
As at As at
ASSETS
Non-current assets
Property, plant and equipment 3 1,789.65 1,583.53
Capital work-in-progress - 6.57
Right-of-use assets 4 3,993.44 4,298.72
Other intangible assets 5 46.35 75.42
Financial assets
Investments 6 15,355.97 16,061.89
Loans 13 1,970.61 -
Other financial assets 7 916.32 789.92
Deferred tax assets (net) 22 933.71 931.26
Income tax assets (net) 22 4,532.22 4,585.79
Other assets 8 553.75 585.59
Total non-current assets 30,092.02 28,918.69
Current assets
Financial assets
Investments 9 7,593.91 7,739.73
Trade receivables
Billed 10 8,328.53 5,944.53

Unbilled 8,793.81 4,984.52
Cash and cash equivalents 11 4,856.65 4,891.44
Bank balances other than cash and cash equivalents 12 468.50 1,646.58
Loans 13 208.64 128.78
Other financial assets 7 2,717.11 2,531.02
Other assets 8 6,126.15 2,655.77
Total current assets 39,093.30 30,522.37
TOTAL ASSETS 69,185.32 59,441.06
161

STANDALONE BALANCE SHEET
(` million)
As at As at
EQUITY AND LIABILITIES
EQUITY
Share capital 14 1,878.25 1,870.49
Other equity 15 42,598.26 41,229.97
Total equity 44,476.51 43,100.46
LIABILITIES
Non-current liabilities
Other financial liabilities 16 76.01 35.52
Other liabilities 18 - 4.63
Total non-current liabilities 5,237.97 5,103.14
Current liabilities
Borrowings 19 3,520.00 1,881.10
Lease liabilities 826.93 786.83
Trade payables 20
- outstanding dues to micro and small enterprises 17.60 12.55
- outstanding dues to creditors other than micro and small enterprises 8,376.18 5,030.82
Other financial liabilities 16 2,643.54 909.85
Other liabilities 18 825.30 711.94
Employee benefit obligations 17 359.02 257.76
Provisions 21 732.82 408.42
Income tax liabilities (net) 22 2,169.45 1,238.19

Total current liabilities 19,470.84 11,237.46
TOTAL EQUITY AND LIABILITIES 69,185.32 59,441.06

The accompanying notes form an integral part of the standalone financial statements.
101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
162

STANDALONE STATEMENT OF PROFIT AND LOSS
(` million)
Income
Revenue from operations 23 73,895.54 55,612.51
Other income 24 1,232.20 894.59
Total income (I) 75,127.74 56,507.10
Expenses
Employee benefits expense 25 23,973.16 17,745.41
Finance costs 26 587.11 520.52
Depreciation and amortization expense 27 1,493.96 1,505.51
Other expenses 28 32,871.38 22,278.02
Total expenses (II) 58,925.61 42,049.46
Profit before tax (III) [(I)-(II)] 16,202.13 14,457.64
Tax expenses 22
Current tax 3,908.69 3,367.03
Deferred tax (59.09) (13.01)
Total tax expenses 3,849.60 3,354.02
Profit for the year (A) 12,352.53 11,103.62
Other comprehensive income ('OCI')
Items to be reclassified to profit or loss in subsequent periods
Net change in fair value of derivatives designated as cash flow hedges 399.96 2,205.21
Items not to be reclassified to profit or loss in subsequent periods
Re-measurement gains / (losses) on defined employee benefit plans (237.83) (77.08)
Income tax effect on the above 83.11 26.94
Total OCI for the year, net of tax (B) 105.49 1,384.48
Total comprehensive income for the year (A+B) 12,458.02 12,488.10
Earnings per equity share (par value ` 10 per share) 29
Basic (` ) 65.93 59.48
Diluted (` ) 65.27 58.79

101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
163

STANDALONE STATEMENT OF CHANGES IN EQUITY
a. Equity share capital
Equity shares of ` 10 each issued, subscribed and fully paid No. in million ` million
As at 1 April 2020 186.54 1,865.43
As at 31 March 2021 187.04 1,870.49
As at 1 April 2021 187.04 1,870.49
As at 31 March 2022 187.82 1,878.25
b. Other equity (` million)
Attributable to the equity owners of the Company
Items of
Reserves and surplus OCI
a b c d e f g h Total
Special Share
Capital Economic Zone based
Securities General Retained Capital redemption re-investment payments Hedging
premium reserve earnings reserve reserve reserve reserve reserve
As at 1 April 2020 266.18 1,984.38 30,636.93 265.16 246.91 1,760.52 581.21 (834.70) 34,906.59
policy or prior period errors - - - - - - - - -
1 April 2020 266.18 1,984.38 30,636.93 265.16 246.91 1,760.52 581.21 (834.70) 34,906.59
Profit for the year - - 11,103.62 - - - - - 11,103.62
Other comprehensive
income / (losses), net of tax - - (50.14) - - - - 1,434.62 1,384.48
Dividends - - (6,529.88) - - - - - (6,529.88)
Economic Zone
re-investment reserve - - (598.93) - - 598.93 - - -
Transferred from Special
Economic Zone
re-investment reserve - - 519.50 - - (519.50) - - -
Share based expenses - - - - - - 102.19 - 102.19
Allotment of bonus shares
earlier held in abeyance
(refer note 14(a)) - - (0.01) - - - - - (0.01)
of stock options 330.22 27.51 - - - - (94.75) - 262.98
As at 31 March 2021 596.40 2,011.89 35,081.09 265.16 246.91 1,839.95 588.65 599.92 41,229.97
As at 1 April 2021 596.40 2,011.89 35,081.09 265.16 246.91 1,839.95 588.65 599.92 41,229.97
policy or prior period errors - - - - - - - - -
1 April 2021 596.40 2,011.89 35,081.09 265.16 246.91 1,839.95 588.65 599.92 41,229.97
Profit for the year - - 12,352.53 - - - - - 12,352.53
Other comprehensive
income / (losses), net of tax - - (154.72) - - - - 260.21 105.49
Dividends - - (12,175.40) - - - - - (12,175.40)
Economic Zone
re-investment reserve - - (650.66) - - 650.66 - - -
Transferred from Special
Economic Zone
re-investment reserve - - 933.87 - - (933.87) - - -
Share based expenses - - - - - - 651.72 - 651.72
of stock options 559.21 0.30 - - - - (125.56) - 433.95
As at 31 March 2022 1,155.61 2,012.19 35,386.71 265.16 246.91 1,556.74 1,114.81 860.13 42,598.26
Loss of ` 154.72 and ` 50.14 on re-measurement of defined employee benefit plans (net of tax) is recognised as part of retained earnings for the years ended 31 March 2022
and 31 March 2021, respectively.
164

standalone STATEMENT OF CHANGES IN EQUITY
Pursuant to the requirements of Division II to Schedule III, below is the nature and purpose of each reserve:
a. Securities premium - Securities premium reserve is used to record the premium received on issue of shares. The reserve is utilised
in accordance with the provisions of section 52 of the Companies Act, 2013.
b. General reserve - General reserve represents appropriation of profits. This represents a free reserve and is available for dividend
distributions. As the general reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the general reserve will not be reclassified subsequently to the statement of profit and
loss.
c. Retained earnings - Retained earnings comprises of prior and current year’s undistributed earnings after tax.
d. Capital reserve - Represents receipts, during the year ended 31 October 2012 upon termination of Mphasis Employee Welfare
Trust, in accordance with the Declaration of Trust made for administration of share-based payment plan in relation to erstwhile
employees of Mphasis Corporation. The net assets of the Trust were transferred to the Company upon completion of its objectives
in accordance with the provisions of the said Declaration of Trust. The same will be utilised for the purposes as permitted by the
Companies Act, 2013.
e. Capital Redemption Reserve (‘CRR’) - Capital Redemption Reserve is created to the extent of the nominal value of the share
capital extinguished on buyback of Company’s own shares in accordance with Section 69 of the Companies Act, 2013. The reserve
will be utilized in accordance with the provisions of section 69 of the Companies Act, 2013.
f. Special Economic Zone re-investment reserve – The Special Economic Zone Re-investment Reserve has been created out of the
profits of eligible SEZ units in accordance with the provisions of section 10AA(1)(ii) of Income Tax Act,1961. The reserve is required
to be utilized by the Company for acquiring eligible plant and machinery for the purpose of its business.
g. Share based payments reserve - Share based payments reserve is used to record the fair value of equity-settled share-based
payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of
stock options by employees.
h. Hedging reserve - Cumulative changes in the fair value of financial instruments designated and effective as a hedge are recognized
in this reserve through OCI (net of taxes). Amounts recognized in the hedging reserve are reclassified to the statement of profit and
loss when the underlying transaction occurs.
Summary of significant accounting policies. (Note 2)

101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
165

STANDALONE STATEMENT OF CASH FLOWS
(` million)

31 March 2022 31 March 2021
Operating activities
Adjustments to reconcile profit before tax to net cash provided by operating

activities:
Depreciation and amortization expense 1,493.96 1,505.51
Profit on sale of property, plant and equipment and intangible assets (5.12) (4.30)
Net gain on investments carried at fair value through profit and loss (348.79) (369.72)
Share based payment expenses 147.68 35.14
Finance costs 587.11 520.52
Interest income (258.16) (177.57)
Gain on lease modifications - (31.83)
Unrealized exchange loss/(gain), net (22.21) (104.21)
Operating profit before changes in operating assets and liabilities 17,874.52 15,938.77
Changes in operating assets and liabilities
Trade receivables (6,188.07) 275.64
Loans (196.16) 17.19
Other financial assets 613.79 231.11
Other assets (3,438.54) (390.07)
Trade payables 3,350.41 10.30
Other financial liabilities 1,798.20 (1,066.80)
Other liabilities 108.73 168.18
Provisions and employee benefit obligations 634.91 362.62
Total changes in operating assets and liabilities (3,316.73) (391.83)
Income tax paid (net of refunds) (2,923.86) (2,647.55)
Net cash flows generated from operating activities (A) 11,633.93 12,899.39
166

Standalone STATEMENT OF CASH FLOWS
(` million)

31 March 2022 31 March 2021
Investing activities
Purchase of property, plant and equipment and intangible assets (773.91) (710.98)
Proceeds from sale of property, plant and equipment and intangible assets 6.01 4.93
Purchase of investments (44,671.13) (50,553.58)
Sale of investments 45,871.66 45,286.39
Loans given to related party (2,820.74) -
Loans repaid by related party 908.28 -
Interest received 233.75 77.04
Investments in bank deposits (402.37) (1,584.69)
Redemption / maturity of bank deposits 1,501.89 81.09
Net cash flows used in investing activities (B) (146.56) (7,399.80)
Financing activities
Proceeds from issue of shares 441.71 268.03

Repayment of borrowings (5,733.95) (6,134.29)
Availment of borrowings 7,370.00 5,728.91
Interest paid (202.75) (66.87)
Repayment of lease liabilities (836.13) (903.98)
Repayment of interest on lease liabilities (384.26) (437.69)
Dividends paid (12,176.78) (6,526.78)
Net cash flows used in financing activities (C) (11,522.16) (8,072.67)
Net decrease in cash and cash equivalents (A+B+C) (34.79) (2,573.08)
Cash and cash equivalents at the beginning of the year 4,891.44 7,464.52
Cash and cash equivalents at the end of the year (refer note 11) 4,856.65 4,891.44
Refer note 19 for supplementary information on cash flow movements
Summary of significant accounting policies. (Note 2)

101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
167

NOTES TO THE standalone FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Mphasis Limited (‘the Company’) is a public company domiciled in India and is incorporated under the provisions of the Companies
Act applicable in India. The shares of the Company are listed on two recognised stock exchanges in India. The registered office of the
Company is in Bengaluru, India.
Mphasis Limited, a global Information Technology (IT) solutions provider specializing in providing cloud and cognitive services, applies
next-generation technology to help enterprises transform businesses globally. Customer centricity is foundational to Mphasis and is
reflected in the Mphasis’ Front2Back™ Transformation approach. Front2Back™ uses the exponential power of cloud and cognitive to
provide hyper-personalized digital experience to clients and their end customers.
The standalone financial statements for the year ended 31 March 2022 have been approved by the Board of Directors on 28 April 2022.
The standalone financial statements comprise the financial statements of the Company and its controlled employee benefit trusts.
Mphasis Limited is the sponsoring entity of Employee Stock Option Plan (‘ESOP’) trusts. Management of the Company can appoint
and remove the trustees and provide funding to the trust for buying the shares. Basis assessment by the management, it believes that
the ESOP trusts are designed to be controlled by the Company as an extension arm of the Company and are hence included in these
standalone financial statements.
List of Trusts that are consolidated.

 Mphasis Employees Benefit Trust.
 Mphasis Employees Equity Reward Trust.
Statement of compliance
The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended
from time to time.
2. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation
The standalone financial statements have been prepared on a historical cost convention and on an accrual basis of accounting, except
for the following assets and liabilities which have been measured at fair value.
 Derivative financial instruments.
 Investments classified as Fair Value Through Profit or Loss (‘FVTPL’).
 Fair value of plan assets less present value of defined benefit obligations.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date
All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle of 12 months.
Current Assets do not include elements which are not expected to be realised within 12 months and Current Liabilities do not include
items where the Company does not have an unconditional right to defer settlement beyond a period of 12 months, the period of 12
months being reckoned from the reporting date.
The standalone financial statements are presented in INR (‘` ’) and all the values are rounded off to the nearest million (INR 000,000)
except when otherwise indicated.
The statement of cash flows have been prepared under the indirect method.
The Company has consistently applied the following accounting policies to all periods presented in these standalone financial statements.
Impact of the Global Pandemic (‘Covid-19’)

The Company has taken into account the possible impacts of Covid-19 in preparation of the standalone financial statements, including
but not limited to its assessment of liquidity and going concern assumption, impairment triggers for non-current assets, recoverable
values of its financial and non-financial assets, impact on revenues and on cost budgets in respect of fixed price contracts, impact
on measurement of deferred tax assets / liabilities, impact on leases and impact on effectiveness of its hedging relationships. The
Company has considered available sources of information, both internal and external, upto the date of approval of the standalone
financial statements and expects to recover the carrying amount of its assets. The impact of Covid-19 on the standalone financial
statements may differ from that estimated as at the date of approval of these standalone financial statements.
168

Use of estimates, assumptions, and judgements
The preparation of the standalone financial statements in conformity with Ind AS requires management to make estimates, judgements
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date
of the standalone financial statements and the reported amounts of revenues and expenses for the year. Actual results could differ from
those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Appropriate change in estimates are made as
management become aware of changes in circumstances surrounding the estimates. Revisions to accounting estimates are recognised
in the year in which the estimates are revised.
Application of accounting policies that require critical accounting estimates involving judgments and the use of assumptions in the
standalone financial statements have been disclosed below:
• Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher
of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (‘DCF’)
model. The cash flows are derived from the internal forecast for future years. These do not include restructuring activities that the
Company is not yet committed to or significant future investments that will enhance the asset’s performance or the CGU being tested
for impairment. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-
inflows and the long-term growth rates.
• Taxes
The Company’s major tax jurisdictions is in India. Uncertainties exist with respect to the interpretation of complex tax regulations,
changes in tax laws, and the amount and timing of future taxable income of the Company’s operations in India. Given the wide range
of international business relationships and the long-term nature and complexity of existing contractual agreements, differences
arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future
adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates,
for possible consequences of audits by the tax authorities of the respective countries in which it operates and reflects uncertainties
relating to income taxes, if any. The amount of such provisions is based on various factors, such as experience of previous tax
audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of
interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company’s domicile. A
tax assessment could involve complex issues, which can only be resolved over extended time periods.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future taxable profit will be available
against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax
assets that can be recognized, based upon the likely timing and the level of future taxable profits.
• Defined benefit plans
The cost of the defined benefit gratuity plan, compensated absences and the present value of the defined benefit obligation are
determined based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. An
actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases, future attrition rates and mortality rates. Due to the complexities involved
in the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India,
management considers the interest rates of Government bonds in currencies consistent with the currencies of the post-employment
benefit obligation.
The mortality rate is based on publicly available mortality tables. These mortality tables tend to change only at intervals in response
to demographic changes. Future salary increases are based on expected future inflation rates.
• Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, the fair value is measured using appropriate valuation techniques. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
• Useful lives of property, plant, and equipment
The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may
result in change in depreciation expense in future periods.
169

• Revenue recognition
Use of the percentage-of completion method in accounting for fixed-price contracts requires the Company to estimate the efforts or
• Expected credit loss (‘ECL’) on trade receivables
The impairment provisions are based on an evaluation of the risk of default over the expected life of the receivables and expected
timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation,
based on the Company’s past history of collections, customer’s credit-worthiness, existing market conditions as well as forward
looking estimates at the end of each reporting period.
• Provisions and contingent liabilities.

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation. Judgements include estimating the probability of the cash outflows for the present obligations and accordingly provisions
are determined and reviewed at the end of each reporting period and are adjusted to reflect current best estimates.
The Company uses significant judgement to identify and measure contingent liabilities. Contingent liabilities are disclosed when
there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises
from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable
estimate of the amount cannot be made. Contingent liabilities in relation to assessment/litigations can involve complex issues, which
can only be resolved over extended time periods.
• Leases
The Company evaluates if an arrangement qualifies to be a lease based on the requirements of the relevant standard. Identification of
a lease requires significant management judgment. Computation of the lease liabilities and right-to-use assets requires management
to estimate the lease term (including anticipated renewals), and the applicable discount rate. Management estimates the lease term
based on the non-cancellable lease-term, options for future renewals if the Company is reasonably certain to exercise and options to
terminate the lease if the Company is reasonably certain not to exercise. In performing this assessment, the discount rate is generally
based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
Revenue recognition
Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration
the Company expects to receive in exchange for those goods or services.
The Company derives its revenues primarily from rendering application development and maintenance services, infrastructure outsourcing
services, call centre and business & knowledge process outsourcing operations and licensing arrangements.
• Revenue from rendering application development and maintenance services comprise income from time-and-material and fixed price
contracts. Revenues from call center and business & knowledge process outsourcing operations arise from time-based, unit-priced
and fixed price contracts. Revenues from infrastructure outsourcing services arise from time-based, unit-priced and fixed price
contracts.
• Revenue from time and material, unit-priced contracts is recognized on an output basis, measured by units delivered, efforts
expended etc.
• Revenue from fixed price contracts is recognized using the percentage-of-completion method, calculated as the proportion of the
cost of effort incurred up to the reporting date to estimated cost of total effort.
• Fixed Bid monthly milestone-based recognition – The practical expedient of revenue equals invoicing is applied as the amounts
invoiced directly correspond with the value transferred to the customer.
• Revenue from fixed price maintenance and support services contracts where the Company is standing ready to provide services is
recognized based on time elapsed mode and revenue is straight-lined over the period of performance.
• Revenue from license transactions where customers are given a right to use intellectual property are recognised upfront at the point
in time when the license is delivered to the customer, simultaneously with the transfer of control.
• Revenue from bundled contracts is recognized separately for each performance obligation based on their allocated transaction price.
• In cases where implementation and / or customisation services rendered significantly modifies or customises the license, these
services and license are accounted for as a single performance obligation and revenue is recognised over time using the percentage-
of-completion method, calculated as the proportion of the cost of effort incurred up to the reporting date to estimated cost of total
effort.
• Revenue from the sale of distinct third-party hardware is recognised at the point in time when control is transferred to the customer.
170

The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of
such third-party goods are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of
the customer. The Company recognises revenue in the gross amount of consideration when it is acting as a principal and at net amount
of consideration when it is acting as an agent.
Revenue from sale of services is measured based on the transaction price, which is the consideration, adjusted for discounts and pricing
incentives, if any, as specified in the contract with the customer. Sales tax / Value Added Tax (VAT) / Goods and Services Tax (‘GST’) is
not received by the Company on its own account. Rather, it is tax collected on value added to the commodity / service rendered by the
seller on behalf of the Government. Accordingly, it is excluded from revenues.
The Company recognises an onerous contract provision when it is probable that the unavoidable costs of meeting the obligations under
a contract exceed the economic benefits to be received.
Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as
unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is
required, as per contractual terms. Unearned and deferred revenue (“contract liability”) is recognised when there are billings in excess
of revenues. The billing schedules agreed with customers could include periodic performance-based payments and/or milestone-based
progress payments. Invoices are payable within contractually agreed credit period. Advances received for services are reported as
liabilities until all conditions for revenue recognition are met.
Contract modifications: Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are
distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the standalone selling price,
or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
Use of significant judgements in revenue recognition.

• The Company’s contracts with customers could include promises to transfer multiple goods and services to a customer. The
Company assesses the goods / services promised in a contract and identifies distinct performance obligations in the contract.
Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to
benefit independently from such deliverables.
• Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of
customer consideration or variable consideration with elements such as volume discounts, performance bonuses, price concessions
and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant
financing component. The Company has applied the practical expedient provided by Ind AS 115, whereby the Company does
not adjust the transaction price for the effects of the time value of money where the period between when the control on goods
and services transferred to the customer and when payment thereof is due, is one year or less. Any consideration payable to the
customer is adjusted to the transaction price, unless it is a payment for a distinct good or service from the customer. The estimated
amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant
reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period.
The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is
observable evidence that they pertain to one or more distinct performance obligations.
• The Company uses judgement to determine an appropriate standalone selling price for a performance obligation. The Company
allocates the transaction price to each performance obligation on the basis of the relative standalone selling price of each distinct
good or service promised in the contract. Where standalone selling price is not observable, the Company uses the expected cost-
plus margin approach to allocate the transaction price to each distinct performance obligation.
• The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period
of time. The Company considers indicators such as how a customer consumes benefits as services are rendered or who controls the
asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such good or
service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.
• Use of the percentage-of completion method in accounting for fixed-price contracts requires the Company to estimate the efforts or
• Contract fulfilment costs are generally expensed as incurred except for certain costs which meet the criteria for capitalisation.
The assessment of this criteria requires the application of judgement, in particular, when considering if costs generate or enhance
resources to be used to satisfy future performance obligations and whether costs are expected to be recovered.
171

• Contract acquisition costs are generally expensed as incurred except for certain costs which meet the criteria for capitalization, in
particular if such costs are expected to be recovered. Contract acquisition costs are amortized over the contract term, consistent
with the pattern of transfer of goods or services to which the asset relates.
Interest income is recognized as it accrues in the standalone statement of profit and loss using effective interest rate method.
Dividend income is recognized when the right to receive the dividend is established.
The Company disaggregates revenue from contracts with customers by segment, geography, services rendered, delivery location and
project type.
Property, plant and equipment and intangible assets

Property, plant and equipment are stated at the cost of acquisition or construction less accumulated depreciation and write down for,
impairment if any. Direct costs are capitalised until the assets are ready to be put to use. Cost includes expenditure directly attributable
to the acquisition. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates
them separately based on their specific useful lives. Subsequent expenditure relating to property, plant and equipment is capitalized
only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are recognised in the statement of profit and loss as incurred. Property, plant
and equipment purchased in foreign currency are recorded at cost, based on the exchange rate on the date of purchase.
The Company identifies and determines cost of each component / part of property, plant and equipment separately, if the component/
part has a cost which is significant to the total cost of the property, plant and equipment and has useful life that is materially different
from that of the remaining asset.
Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation
and accumulated impairment, if any. The amortization period and the amortization method are reviewed at least at each financial year
end. Internally developed intangible assets are stated at cost that can be measured reliably during the development phase and capitalised
when it is probable that future economic benefits that are attributable to the assets will flow to the Company.
Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Leasehold land is
amortised over the lease term. Freehold land is not depreciated.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are disclosed under
‘other assets’. The cost of property, plant and equipment not ready to use before the balance sheet date is disclosed under ‘Capital work
in progress’.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future
economic benefits are expected from its use. Gains or losses arising from de-recognition of property, plant and equipment and intangible
assets are measured as the difference between the net disposal proceeds and the carrying amount of property, plant and equipment and
are recognized in the statement of profit and loss when the property, plant and equipment is derecognized.
Depreciation and amortization

Depreciation on property, plant and equipment is calculated on a straight-line basis using the rates arrived at, based on the useful lives
estimated by management. Intangible assets are amortised on a straight-line basis over the estimated useful economic life. Depreciation
/ amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively, if appropriate.
The useful lives estimated by management are given below:
(In years)
Useful life as per Useful life estimated by
Asset Companies Act, 2013 management
Computer equipment 3 3
Furniture and fixtures 10 5
20 or remaining lease term
Building 20
whichever is less
10 or remaining lease term
Lease hold improvements Not Applicable
whichever is less
Office equipment 5 5
Plant and equipment 15 4 to 7
Server and networks 6 6
Vehicles 8 5
Computer Software As per Ind AS 38 3
172

In respect of plant and equipment, furniture and fixtures and vehicles, management, basis internal assessment of usage pattern believes
that the useful lives as mentioned above best represent the period over which management expects to use these assets. Hence the useful
lives in respect of these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Project specific assets are depreciated over the period of contract or useful life of the asset, whichever is lower.
Leases
Company as a lessee
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses
whether:
 the contract involves the use of an identified asset;
 the Company has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
 the Company has the right to direct the use of the asset.
At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract
to each lease component on the basis of the relative stand-alone prices of the lease components and the aggregate stand-alone price
of the non-lease components.
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement
date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease
liability, adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial
direct costs incurred and an estimate of the costs to be incurred by the lessee in dismantling and removing the underlying asset or
restoring the underlying asset or site on which it is located.
The right-of-use asset is subsequently measured at cost less accumulated depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the
commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets
are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever
there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the standalone
statement of profit and loss.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate applicable to
the entity within the Company for the nature of asset taken on lease. Generally, the Company uses its incremental borrowing rate as
the discount rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the
incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall
include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company
is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising an option to terminate the lease.
The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing
the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease
modifications or to reflect revised in-substance fixed lease payments.
The Company recognises the amount of the re-measurement of lease liability as an adjustment to the right-of-use asset. Where the
carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the
Company recognises any remaining amount of the re-measurement in the standalone statement of profit and loss.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of all assets that have a lease
term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as
an expense on a straight-line basis over the lease term.
Company as a lessor
When the Company acts as a lessor at the inception, it determines whether each lease is a finance lease or an operating lease.
The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In
case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return
on the lessor’s net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease
173

and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the
head lease, not with reference to the underlying asset. If a head lease is a short -term lease to which the Company applies the exemption
described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains a lease and non-lease components, the Company applies Ind AS 115-Revenue to allocate the consideration
in the contract.
Borrowing costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange
differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are
expensed in the year they occur.
Impairment
a. Financial assets (other than at fair value)
For financial assets measured at amortised cost, debt instruments at fair value through other comprehensive income, trade
receivables, contract assets and other financial assets, the Company assesses at each date of balance sheet whether the asset is
impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured through a loss allowance. Expected
credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted
using the effective interest rate. The Company recognises lifetime expected losses for all contract assets and/or all trade receivables.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at
an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial
recognition. The Company provides for impairment upon the occurrence of the triggering event.
b. Non-financial assets
• Tangible and intangible assets
Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication
that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash
generating unit (‘CGU’) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset
(or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the standalone statement of profit and loss.
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments consist of the following:
 financial assets, which include cash and cash equivalents, deposits with banks, trade receivables, investments in equity and debt
securities and eligible current and non-current assets;
 financial liabilities, which include loans and borrowings, finance lease liabilities, bank overdrafts, trade payables, eligible current and
non-current liabilities.
Non-derivative financial instruments are recognised when the Company becomes a party to the contract that gives rise to financial assets
and liabilities. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit
or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
a. Cash and cash equivalents

The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks with an original
maturity of less than or up to three months. For the purposes of the cash flow statement, cash and cash equivalents include cash on
hand, in banks and demand deposits with banks, net of outstanding overdrafts that are repayable on demand and are considered
part of the Company’s cash management system.
174

b. Financial assets at amortised cost
subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets
in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
c. Financial assets at fair value through other comprehensive income

Financial assets (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition)
are measured at fair value through other comprehensive income (‘FVTOCI’) if these financial assets are held within a business
whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding. Interest income is recognized in the standalone statement of profit or loss for FVTOCI debt instruments. Other changes
in fair value of FVTOCI financial assets are recognized in other comprehensive income. When the investment is disposed of, the
cumulative gain or loss previously accumulated in reserves is transferred to the standalone statement of profit and loss.
d. Financial assets at fair value through profit or loss

Financial assets are measured at FVTPL unless it is measured at amortised cost or at FVTOCI on initial recognition. The transaction
costs directly attributable to the acquisition of financial assets at fair value through profit or loss are immediately recognised in
standalone statement of profit and loss. Financial assets at FVTPL are measured at fair value at the end of each reporting period,
with any gains or losses arising on re-measurement recognized in the standalone statement of profit and loss. The gain or loss on
disposal is recognized in the standalone statement of profit and loss.
Interest income is recognized in the standalone statement of profit and loss for FVTPL debt instruments. Dividend on financial assets
at FVTPL is recognized when the Company’s right to receive dividend is established.
e. Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest rate method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these
instruments.
Derivative financial instruments

The Company is exposed to foreign currency fluctuations on foreign currency assets and liabilities. The Company holds derivative
financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency
exposures. The counterparty for these contracts is generally a bank.
Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in standalone statement of profit
and loss as expenses.
Subsequent to initial recognition, derivative financial instruments are measured as described below.
a. Cash flow hedges

The Company designates certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign exchange
exposure on highly probable cashflow forecast transactions. When a derivative is designated as a cash flow hedging instrument,
the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in
the cash flow hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in the
standalone statement of profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or
loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow
hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging
reserve is transferred to the net profit in the standalone statement of profit and loss upon the occurrence of the related forecasted
transaction. If the forecasted transaction is no longer expected to occur, then the amount accumulated in cash flow hedging reserve
is reclassified to the standalone statement of profit and loss.
b. Others
Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges are recognized in the standalone
statement of profit and loss and reported within foreign exchange gains, net.
Changes in fair value and gains/(losses) on settlement of foreign currency derivative instruments relating to borrowings, which have
not been designated as hedges are recorded as foreign exchange gains/ (losses).
175

c. De-recognition of financial instruments
Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In
cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets
are derecognized only when the Company has not retained control over the financial asset. A financial liability (or a part of a financial
liability) is derecognized when the obligation specified in the contract is discharged or cancelled or expires. Trade receivables which
are subject to non-recourse factoring arrangements are derecognized in accordance with Ind AS 109 and are offset in accordance
with Ind AS 32.
d. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amounts are presented in the standalone balance sheet when, and only
when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis
or to realize the asset and settle the liability simultaneously.
e. Fair value of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has
access at that date. The fair value of a liability reflects its non-performance risk.
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-
financial assets and liabilities.
When a quote is available, the Company measures the fair value of an instrument using the quoted price in an active market for that
instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant
observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that
market participants would take into account in pricing a transaction.
In determining the fair value of its financial instruments, the Company uses following hierarchy and assumptions that are based on
market conditions and risks existing at each reporting date.
f. Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 — Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.
Employee benefits
a. Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits.
Benefits such as salaries, wages etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders
the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
b. Compensated absences
The Company has a policy on compensated absences that is both accumulating and non-accumulating in nature. Non-accumulating
compensated absences are measured on an undiscounted basis and are recognized in the period in which absences occur. The
cost of short term compensated absences are provided for based on estimates. The expected cost of accumulating compensated
absences is determined by actuarial valuation at each balance sheet date measured based on the amounts expected to be paid
/ availed as a result of the unused entitlement that has accumulated at the balance sheet date. The Company treats accumulated
leave expected to be carried forward beyond twelve months, as long-term employee benefits for measurement purposes. Such
176

long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the
year-end. Actuarial gains/losses are immediately taken to the standalone statement of profit and loss. The Company presents the
entire obligation for compensated absences as a current liability in the balance sheet, since it does not have an unconditional right
to defer its settlement beyond 12 months from the reporting date.
c. Defined contribution plans
Employee benefits are accrued in the period in which the associated services are rendered by employees of the Company.
Contributions to defined contribution schemes such as Provident Fund, Employee State Insurance Scheme, 401(k) and other social
security schemes are charged to the standalone statement of profit or loss on an accrual basis.
d. Provident fund
Mphasis Limited has established a Provident Fund Trust to which contributions towards provident fund are made on a monthly basis.
The Provident Fund Trust guarantees a specified rate of return on such contributions on a periodical basis. The contributions to the
trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets
based on the Government specified minimum rates of return.
e. Gratuity
The Company has a defined benefit gratuity plan that provides a lump-sum payment to vested employees at retirement, death,
incapacitation or termination of employment in accordance with “The Payment of Gratuity Act, 1972”. The amount is based on the
respective employee’s last drawn salary and the tenure of employment with the Company.
Gratuity, which is a defined benefit plan, is determined based on an independent actuarial valuation, which is carried out based
on the projected unit credit method. The Company recognizes the net obligation of a defined benefit plan in its balance sheet as
an asset or liability. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the
return on plan assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit recognised in other
comprehensive income in the period in which they occur. Past service cost, both vested and unvested, is recognised as an expense
at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs
or termination benefits. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans recognised in OCI
are not to be subsequently reclassified to standalone statement of profit and loss. As required under Ind AS read with Schedule
III to Companies Act, 2013, the Company transfers it immediately to retained earnings. The discount rate is based on the yield of
securities issued by the Government of India.
Share based payments

The Company measures compensation cost relating to share-based payments using the fair valuation method in accordance with Ind
AS 102, Share-Based Payment. Compensation expense is amortized over the vesting period of the option on a graded basis. The units
generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period
of the respective tranches of such grants.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Black-Scholes
valuation model. The expected term of an option is estimated based on the vesting term and contractual life of the option. Expected
volatility during the expected term of the option is based on the historical volatility of share price of the Company. Risk free interest rates
are based on the government securities yield in effect at the time of the grant.
The cost of equity settled transactions is recognised, together with a corresponding increase in share-based payment reserve in equity,
over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s
best estimate of the number of equity instruments that will ultimately vest. Debit or credit in standalone statement of profit and loss for
a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in
employee benefits expense.
The dilutive effect of outstanding options is reflected in the computation of diluted earnings per share.
Foreign Currencies
Transactions and balances
Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated
monetary assets and liabilities are restated into the functional currency using exchange rates prevailing on the balance sheet date.
177

Gains and losses arising on restatement of foreign currency denominated monetary assets and liabilities are included in the standalone
statement of profit and loss. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are
translated at an exchange rate that approximates the rate prevalent on the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period
in which the transaction is settled. Revenue, expense and cash-flow items denominated in foreign currencies are translated into the
relevant functional currencies using the exchange rate in effect on the date of the transaction.
Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and
deferred tax are recognised in standalone statement of profit and loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity, respectively.
• Current income tax

Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the
taxation authorities based on the taxable income for that period and reflects the uncertainty related to income tax, if any. The tax
rates and tax laws used to compute the amount are those that are enacted by the balance sheet date. The Company offsets current
tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends
either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
• Deferred income tax

Deferred income tax assets and liabilities is recognised using the balance sheet approach. Deferred tax is recognized on temporary
differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. The carrying
amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized
as an income or expense in the period that includes the enactment or substantive enactment date.
Deferred income taxes are not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the
subsidiary will not be distributed in the foreseeable future.
For operations carried out in SEZ facilities, deferred tax assets or liabilities, if any, have been established for the tax consequences
of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that do not reverse
during the tax holiday period(s).
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to the same taxable entity.
Provisions and contingent liabilities

A provision is recognized when an enterprise has a present obligation (legal or constructive) as result of past event and it is probable that
an outflow embodying economic benefits of resources will be required to settle the obligation. Provisions are determined based on best
estimates required to settle each obligation at the balance sheet date. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower
than the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present value of the
lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is
established, the Company recognizes any impairment loss on the assets associated with that contract.
178

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized
because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does
not recognize a contingent liability but discloses its existence in the standalone financial statements. Contingent assets are neither
recognised nor disclosed in the financial statements.
Earnings per share
The basic earnings per share is computed by dividing the net profit attributable to the Company’s owners for the year by the weighted
average number of equity shares outstanding during the year adjusted for treasury shares held.
The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving
basic earnings per share, and the weighted average number of equity shares which could be issued on the conversion of all dilutive
potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been
issued at a later date.
Cash dividend to the equity holders of the Company
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised, and
the distribution is no longer at the discretion of the Company. Final dividends on shares is recorded as a liability on the date of approval
by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.
Government grants
The Company recognizes government grants only when there is reasonable assurance that the conditions attached to them shall be
complied with, and the grants will be received. When the grant relates to a capital asset, it is presented by deducting the grant in arriving
at the carrying amount of the asset. Government grants related to revenue are recognized on a systematic basis in net profit in the
standalone statement of profit and loss over the periods necessary to match them with the related costs which they are intended to
compensate.
Recent pronouncements
Ministry of Corporate Affairs (MCA) notified Companies (Indian Accounting Standards) Amendment Rules, 2022 vide Notification dated
23 March 2022. Following amendments and annual improvements to Ind AS are applicable from 1 April 2022.
Ind AS - 103 Business Combination
The amendment specifies that for identified assets and liabilities to qualify for recognition as part of applying the acquisition method,
the identifiable assets acquired, and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework
for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of
India at the acquisition date.
Ind AS - 16 Property Plant and Equipment
The amendment clarifies that sale proceeds of items produced in the process of making PPE available for its intended use cannot be
deducted from the cost of PPE. Instead, such proceeds shall be recognized in the statement of profit or loss.
Ind AS - 37 Provisions
The amendment clarifies that the ‘costs to fulfil’ a contract include both incremental costs (direct labour and material) and an allocation
of other direct costs (e.g: depreciation charge for an item of PPE used in fulfilling the contract).
Annual improvements to Ind AS 109 - Financial instruments
The amendment clarifies while performing the ’10 percent test’ for derecognition of financial liabilities, borrower includes only fees paid
or received between borrower and lender directly or on behalf of the other’s behalf.
The Company does not expect the above amendments / improvements to have any significant impact on its standalone financial
statements.
179

3. PROPERTY, PLANT AND EQUIPMENT
(` million)
Plant and Computer Servers and Office Furniture Leasehold
equipment equipment networks equipment and fixtures Vehicles improvements Total
Cost
At 1 April 2020 133.23 960.35 523.24 172.74 106.53 37.71 555.31 2,489.11
Additions 16.66 391.59 121.14 51.91 26.08 - 137.01 744.39
Disposals (4.86) (1.67) (4.57) (0.27) (0.13) (15.51) (1.46) (28.47)
At 31 March 2021 145.03 1,350.27 639.81 224.38 132.48 22.20 690.86 3,205.03
Additions 14.37 690.28 65.13 25.36 1.94 - 5.27 802.35
Disposals (5.87) (0.02) (1.26) (0.61) (2.09) (10.61) (0.01) (20.47)
Translation exchange differences 0.02 - - 0.04 0.01 - - 0.07
At 31 March 2022 153.55 2,040.53 703.68 249.17 132.34 11.59 696.12 3,986.98
Depreciation
At 1 April 2020 72.24 583.22 242.28 78.30 37.46 29.47 139.19 1,182.16
Disposals (4.82) (1.40) (4.53) (0.26) (0.12) (15.25) (1.46) (27.84)
At 31 March 2021 83.49 822.94 323.99 112.39 58.68 20.00 200.01 1,621.50
Disposals (5.77) (0.02) (0.65) (0.58) (1.94) (10.61) (0.01) (19.58)
At 31 March 2022 94.38 1,176.42 416.99 149.91 79.62 11.59 268.42 2,197.33
Net block
At 31 March 2021 61.54 527.33 315.82 111.99 73.80 2.20 490.85 1,583.53
At 31 March 2022 59.17 864.11 286.69 99.26 52.72 - 427.70 1,789.65
Capital work-in-progress*
At 31 March 2022 -
At 31 March 2021 6.57
* ` 6.57 million (31 March 2021: ` 71.73 million) has been capitalsed and transferred to Property, Plant & Equipment.
CWIP ageing schedule
Particulars (31 March 2021) Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 5.63 0.94 - - 6.57
Projects temporarily suspended - - - - -
5.63 0.94 - - 6.57
4. LEASES
RIGHT-OF-USE ASSETS
Cost
At 1 April 2020 5,296.53 592.19 18.35 27.41 25.46 5,959.94
Additions 630.92 - - - 4.58 635.50
At 31 March 2021 5,537.73 225.48 1.31 12.99 26.68 5,804.19
Additions 531.83 - - - 10.82 542.65
At 31 March 2022 6,019.84 17.60 0.95 12.99 28.85 6,080.23
Continued
180

4. LEASES (Continued)
(` million)
Depreciation
At 1 April 2020 636.37 342.67 16.45 17.43 7.35 1,020.27
Charge for the year 747.23 224.71 1.71 4.59 8.40 986.64
At 31 March 2021 1,282.89 200.67 1.12 7.60 13.19 1,505.47
Charge for the year 813.96 22.37 0.19 3.10 8.31 847.93
At 31 March 2022 2,047.13 15.16 0.95 10.70 12.85 2,086.79
Net block
At 31 March 2021 4,254.84 24.81 0.19 5.39 13.49 4,298.72
At 31 March 2022 3,972.71 2.44 - 2.29 16.00 3,993.44
During the year ended 31 March 2022, the Company incurred expenses amounting to ` 203.70 million (31 March 2021: ` 352.35 million)
towards short-term leases and leases of low-value assets. For the year ended 31 March 2022, the total cash outflows for leases,
including short-term leases and low-value assets amounted to ` 1,424.09 million (31 March 2021: ` 1,694.02 million).
Lease contracts entered into by the Company primarily pertains to buildings taken on lease to conduct its business in the ordinary
course.
The following table presents the various components of lease costs:

31 March 2022 31 March 2021
Depreciation 847.93 986.64
Interest on lease liabilities 384.26 437.69
1,232.19 1,424.33
The Company has also subleased office space under cancellable operating lease agreements. The total sublease rental income under
cancellable operating leases amounted to ` 54.77 million for the year ended 31 March 2022 (31 March 2021: ` 50.06 million).
5. OTHER INTANGIBLE ASSETS
As at As at
31 March 2022 31 March 2021
Computer Software
Cost
Additions 21.55 29.84
Disposals - (0.02)
466.91 445.36
Amortization
Amortization 50.62 51.69
Disposals - (0.02)
420.56 369.94
Net block 46.35 75.42
181

6. NON-CURRENT INVESTMENTS
Shares Per Share ` million Shares Per Share ` million
Investments measured at cost

Investments in unquoted equity instruments
Investments in subsidiaries
Mphasis Corporation 3,187 US $ 0.01 3,724.38 3,187 US $ 0.01 3,724.38
Mphasis Australia Pty Limited 2,000 AUD 1 0.05 2,000 AUD 1 0.05
Mphasis Consulting Limited 7,953,393 € 0.002 685.65 7,953,393 € 0.002 685.65
Mphasis Ireland Limited 10,000 €1 0.59 10,000 €1 0.59
Mphasis Belgium BV 62 € 100 0.39 62 € 100 0.39
Mphasis Poland s.p.z.o.o. 200 PLN 500 2.07 200 PLN 500 2.07
Mphasis Lanka Private Limited 1,095,584 LKR112.10 55.78 1,095,584 LKR112.10 55.78
Less: Provision for impairment in value of
investment (55.78) (55.78)
PT Mphasis Indonesia 99,000 US $ 1 4.38 99,000 US $ 1 4.38
investment (4.38) (4.38)
Mphasis Deutschland GmbH
(Nominal capital of 91,000 Deutche Mark) - - 2.52 - - 2.52
investment (2.52) (2.52)
Mphasis (Shanghai) Software & Services
Company Limited(100% equity interest) - - 105.35 - - 105.35
Mphasis Europe BV 3,381,654 €1 9,647.64 3,381,654 €1 9,647.64
Investment in subsidiaries (A) 14,166.12 14,166.12
Quoted bonds
7.19% India Infrastructure Finance Company
Limited - - - 599,500 1,000.00 599.50
Quoted debentures
Rural Electricity Corporation Limited 250 1,100,000.00 275.00 250 1,053,100.00 263.27
HDB Non- Convertible Debentures - 2023 500 1,023,700.00 511.85 - - -
KMPL - Non-convertible Debentures 400 1,007,500.00 403.00 - - -
ICICI Home Finance Company Limited - - - 2,000 516,500.00 1,033.00
Investments other than subsidiaries (B) 1,189.85 1,895.77
Total non-current investments (A+B) 15,355.97 16,061.89
Aggregate value of unquoted non-current
investments in subsidiaries 14,228.80 14,228.80
Aggregate value of quoted non-current
investments 1,189.85 1,895.77
Market value of quoted non-current
investments 1,189.85 1,937.31
Aggregate amount of impairment in value of
investments in subsidiaries (62.68) (62.68)
182

7. OTHER FINANCIAL ASSETS (` million)
Non-current Current
Bank deposits (refer note 12)* 159.67 0.05 0.03 81.09
Accrued interest - - 43.12 55.41
Recoverable from subsidiaries (refer note 31) - - 366.39 80.23
Derivative assets 344.44 335.00 1,042.42 761.81
Deposits 412.21 454.87 1,249.05 1,229.90
Others - - 16.10 322.58
916.32 789.92 2,717.11 2,531.02
* Includes restricted deposits of ` 11.18 million (31 March 2021: ` 81.14 million) placed as a lien against bank guarantees/ statutory registration
purposes/ claims.
8. OTHER ASSETS
Non-current Current
Contract assets 286.21 99.89 578.86 121.75
Contract fulfilment cost 3.98 7.17 3.19 3.19
Contract acquisition cost 29.07 130.11 76.19 104.77
319.26 237.17 658.24 229.71
Less: Loss allowance - - - -
319.26 237.17 658.24 229.71
Travel advances - - 1.88 1.00
Prepaid expenses 28.12 30.94 610.60 443.00
Advances to suppliers - 111.11 384.25 520.74
Indirect tax recoverable 206.37 206.37 4,471.18 1,461.32
234.49 348.42 5,467.91 2,426.06
553.75 585.59 6,126.15 2,655.77
183

9. CURRENT INVESTMENTS
Units NAV (` ) ` million Units NAV (` ) ` million
Quoted mutual funds
Kotak Equity Arbitrage Fund Direct Growth 34,899,252 31.67 1,105.23 40,617,809 30.28 1,229.95
IDFC Arbitrage Fund 19,457,628 27.91 543.13 27,711,816 26.76 741.58
Kotak Savings Fund - Direct Plan - Growth 27,753,107 36.03 999.95 23,048,366 34.68 799.37
Nippon India Arbitrage Advantage Fund 26,557,921 22.83 606.26 44,032,314 21.83 961.09
Nippon India Money Market 298,442 3,350.56 999.95 2,047 3,220.75 6.59
Kotak Money Market Fund - Direct Plan - Growth 168,663 3,620.71 610.68 - - -
HDFC Overnight Fund - Direct Plan - Growth 217,103 3,157.45 685.49 - - -
UTI Money Market Fund - Direct Growth Plan 25,807 2,490.77 64.28 - - -
SBI Overnight Fund - - - 38 3,351.78 0.13
IDFC Low Duration Fund - - - 29,319,653 30.66 898.88
Aditya Birla Life Savings Fund - Growth Direct Plan - - - 456,827 426.84 194.99
ABSL Overnight Fund - Direct Plan - Growth - - - 75 1,112.93 0.08
Axis Treasury Advantage Fund - - - 330,091 2,481.49 819.12
L&T Liquid Fund - Direct Plan Growth - - - 177,384 2,818.93 500.03
Nippon India Overnight - Direct Growth Plan - - - 3,077,769 110.47 340.01
Quoted debentures
ICICI HFC - NCD 700 542,050.00 379.44 - - -
Quoted bonds
7.19% India Infrastructure Finance Company Limited 599,500 1,000.00 599.50 - - -
Quoted fixed maturity plan securities
Aditya Birla Sun Life FTP – Series PH Direct growth - - - 20,000,000 12.40 247.91
Unquoted inter corporate deposit
HDFC Limited* 1,000.00 - - 1,000.00
7,593.91 7,739.73
Aggregate value of quoted current investments 6,593.91 6,739.73
Market value of quoted current investments 6,617.31 6,743.45
Aggregate value of unquoted current investments 1,000.00 1,000.00
* These deposits earn a fixed rate of interest.
10. TRADE RECEIVABLES - BILLED (` million)
Non-current Current
Trade receivables * - - 8,380.94 6,001.07
- - 8,328.53 5,944.53
Credit impaired
Trade receivables - - 535.60 524.54
- - - -
- - 8,328.53 5,944.53
* Includes receivables from subsidiaries (refer note 31).
184

Trade receivables ageing schedule (` million)

Particulars (31 March 2022) Not Due 6 months to 1 year 1-2 years 2-3 years 3 years Total
Undisputed Trade receivables – credit impaired - - - 3.12 3.26 183.77 190.15
Disputed Trade receivables considered good 0.51 3.27 - - - - 3.78
Disputed Trade receivables credit impaired - - - 0.30 19.63 325.52 345.45
2,831.53 4,655.58 782.29 97.69 31.61 517.84 8,916.54
Allowance for doubtful receivables (588.01)
2,831.53 4,655.58 782.29 97.69 31.61 517.84 8,328.53

Undisputed Trade receivables – credit impaired - - 3.16 5.79 9.75 171.99 190.69
Disputed Trade receivables considered good 2.82 6.33 - 11.52 0.06 - 20.73
Disputed Trade receivables credit impaired - 0.29 - 8.11 73.40 252.05 333.85
3,708.02 2,148.46 120.65 37.28 85.04 426.16 6,525.61
Allowance for doubtful receivables (581.08)
3,708.02 2,148.46 120.65 37.28 85.04 426.16 5,944.53

Name of struck off company (31 March 2022) transactions during the year outstanding Relationship
Metadata Technologies Private Limited* Receivables - 25.28 Customer
Name of struck off company (31 March 2021)

Metadata Technologies Private Limited* Receivables - 25.28 Customer
* The above amount have been fully provided for.
11. CASH AND CASH EQUIVALENTS

As at As at
31 March 2022 31 March 2021
In current accounts 4,175.65 4,481.30
Deposits with original maturity of less than 3 months 681.00 410.14
4,856.65 4,891.44
185

12. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` million)
Non-current Current
Deposits with remaining maturity of more than
12 months 159.67 0.05 - -
Deposits with remaining maturity of less than
12 months - - 446.03 1,703.79
Unclaimed dividend - - 22.50 23.88
159.67 0.05 468.53 1,727.67

Disclosed under other financial assets
(refer note 7) (159.67) (0.05) (0.03) (81.09)
- - 468.50 1,646.58
13. LOANS
Non-current Current

Loans given to related party* 1,970.61 - - -
Employee advances - - 208.64 128.78
1,970.61 - 208.64 128.78
* Loan given to related party carries interest @ 180 days average SOFR (Secured overnight financing rate) + 4.40%. The loan was given for
the purposes of the acquisition of Blink Interactive, Inc. The loan is repayable on or before 14 September 2023. (Refer note 31)
14. EQUITY SHARE CAPITAL

As at As at
31 March 2022 31 March 2021
Authorised share capital
245,000,000 (31 March 2021: 245,000,000) equity shares of ` 10 each 2,450.00 2,450.00
Issued, subscribed and fully paid-up shares
187,817,716 (31 March 2021: 187,042,033) equity shares of ` 10 each fully paid-up 1,878.18 1,870.42
Add: Amount originally paid-up on forfeited shares 0.07 0.07
Total issued, subscribed and fully paid-up share capital 1,878.25 1,870.49
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Number of Number of
shares ` million shares ` million
At the beginning of the year 187,042,033 1,870.42 186,535,807 1,865.36
Issue of shares upon exercise of employee
stock options 775,683 7.76 505,526 5.05
Issue of bonus shares - - 700 0.01
Outstanding at the end of the year 187,817,716 1,878.18 187,042,033 1,870.42
* Consequent to resolution of a dispute over the title of shares, 700 bonus shares, which were earlier held in abeyance was released and
allotted to the claimant during the year ended 31 March 2021.
186

(b) Terms/rights and restrictions attached to equity shares.
The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders at the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates
As at As at
31 March 2022 31 March 2021
BCP Topco IX Pte. Ltd (subsidiary of the ultimate holding company) *
104,799,642 (31 March 2021: Nil) equity shares of ` 10 each fully paid 1,048.00 -
Marble II Pte Ltd. (subsidiary of the ultimate holding company) **
Nil (31 March 2021: 104,799,577) equity shares of ` 10 each fully paid - 1,048.00
* The ultimate holding company is BCP Asia (SG) Mirror Holding Pte Ltd (refer note 31 for change in control)
** The ultimate holding company was Blackstone Capital Partners (Cayman II) VI L.P. (refer note 31 for change in control)
Shares held by promoters at the beginning of the year

Marble II Pte Ltd. 104,799,577 56.03
% of change
Shares held by promoters at the end of the year during the year

BCP Topco IX Pte. Ltd 104,799,642 55.80 100.00%
(d) Equity shares movement during five years immediately preceding 31 March 2022.
(i) Aggregate number of bonus shares and shares issued for consideration other than cash:
As at As at
31 March 2022 31 March 2021
Equity shares allotted as fully paid bonus shares by capitalization of securities
premium / retained earnings 1,400 1,400
(ii) Equity shares extinguished / cancelled on buy back

a. On 2 June 2017, the Company completed the buyback of 17,370,078 fully paid-up equity shares of face value of ` 10
each (“equity shares”), representing 8.26% of the total paid-up equity share capital of the Company, at a price of ` 635 per
equity share for an aggregate consideration of ` 11,030.00 million. The shares accepted by the Company under the buyback
scheme were extinguished on 7 June 2017 and the paid-up equity share capital of the Company has been reduced to that
extent. Subsequent to completion of buyback, the Company has transferred ` 173.70 million to Capital Redemption Reserve
representing face value of equity shares bought back.
b. On 28 December 2018, the Company completed the buyback of 7,320,555 fully paid-up equity shares of face value ` 10
each (“equity shares”), representing 3.79% of the total paid-up equity share capital of the Company, at a price of ` 1,350 per
equity share for an aggregate consideration of ` 9,882.75 million. In line with the requirements of the Companies Act, 2013,
an amount of ` 176.59 million, ` 743.89 million and ` 8,962.27 million has been utilized from securities premium, general
reserve and retained earnings respectively. The shares accepted under the buyback have been extinguished on 28 December
2018 and the paid-up equity share capital of the Company has been reduced to that extent. Subsequent to completion of the
buyback, the Company has transferred ` 73.21 million to the Capital Redemption Reserve representing face value of equity
shares bought back.
(iii) Number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash:
31 March 2022: nil (31 March 2021: nil)
187

(e) Details of shareholders holding more than 5% shares in the Company
Name of the shareholder Number of shares % of holding Number of shares % of holding
BCP Topco IX Pte. Ltd 104,799,642 55.80 - -
Marble II Pte Ltd. - - 104,799,577 56.03
As per records of the Company, including its register of shareholders / members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(f) Shares reserved for issue under options
For details of shares reserved for issue under the ESOP and RSU plan of the Company, refer note 15.
15. OTHER EQUITY (` million)

As at As at
31 March 2022 31 March 2021
Securities premium
Premium received on issue of shares on exercise of options 433.95 262.98
Transferred from share based payment reserve, on exercise of options 125.26 67.24
General reserve
Reversal on lapse of options granted 0.30 27.51
Retained earnings
Re-measurement gains / (losses) on defined benefit plans (154.72) (50.14)
Profit for the year 12,352.53 11,103.62
Allotment of bonus shares held in abeyance - (0.01)
Transferred to Special Economic Zone re-investment reserve (650.66) (598.93)
Transferred from Special Economic Zone re-investment reserve 933.87 519.50
Less: Appropriations
Dividends 12,175.40 6,529.88
Total appropriations 12,175.40 6,529.88
Capital reserve
Capital redemption reserve
Share based payments reserve
Expense for the year 651.72 102.19
Transferred to securities premium on exercise of options (125.26) (67.24)
Reversal on lapse of options granted (0.30) (27.51)
Continued
188

15. OTHER EQUITY (Continued) (` million)
As at As at
31 March 2022 31 March 2021
Special Economic Zone re-investment reserve
Transfer from retained earnings 650.66 598.93
Utilization during the year (933.87) (519.50)
Hedging reserve
Transactions during the year 1,385.86 2,523.61
Transfer to statement of profit and loss (985.90) (318.40)
Total other equity 42,598.26 41,229.97
The Board of Directors, at its meeting held on 13 May 2021 had proposed the final dividend of ` 65 per share for the year ended 31
March 2021.which was approved by the shareholders at the Annual General meeting held on 29 September 2021. This resulted in a cash
outflow of ` 12,175.40 million.
The Board of Directors, at its meeting held on 13 May 2020 had proposed the final dividend of ` 35 per share for the year ended 31 March
2020. The dividend proposed by the Board of Directors was approved by the shareholders in the Annual General meeting held on 23 July
2020. This resulted in a cash outflow of ` 6,529.88 million.
Employee Stock Option Plans - Equity settled

Employees Stock Option Plan‑1998 (the 1998 Plan)
The Company instituted the 1998 Plan for all eligible employees in pursuance of the special resolution approved by the shareholders in
the Annual General Meeting held on 31 July 1998. The 1998 Plan provides for the issuance of 3,720,000 options to eligible employees as
recommended by the ESOP Committee constituted for this purpose. In accordance with the 1998 Plan, the Committee has formulated
1998 Plan – (Version I) and 1998 Plan - (Version II) during the years 1998 -1999 and 1999 - 2000 respectively.
1998 Plan (Version I): Each option granted under the 1998 Plan - (Version I), entitles the holder thereof with an option to apply for and
be issued one equity share of the Company at an exercise price of ` 34.38 per share. The equity shares covered under these options vest
at various dates over a period ranging from six to sixty-six months from the date of grant based on the length of service completed by
the employee to the date of grant. The options are exercisable any time after their vesting period irrespective of continued employment
with the Group.
The movements in the options granted under the 1998 Plan ‑ (Version I) are set out below:

1998 Plan (Version I) No. of options Exercise Price (` ) No. of options Exercise Price (` )
Options outstanding at the beginning 47,000 34.38 47,000 34.38
Options outstanding at the end 47,000 34.38 47,000 34.38
Exercisable at the end 47,000 34.38 47,000 34.38
The options outstanding as at 31 March 2022 have an exercise price of ` 34.38 (31 March 2021: ` 34.38).
Employees Stock Option Plan - 2016 (the 2016 Plan)
Effective 4 November 2016, the Company instituted the 2016 Plan. The Board of Directors of the Company and shareholders approved
the 2016 Plan at its meeting held on 27 September 2016 and 4 November 2016 respectively. The 2016 plan provides for the issue of
options to certain employees of the Company and its subsidiaries.
The 2016 Plan is administered by the Mphasis Employees Equity Reward Trust. As per the ESOP 2016 Plan, the stock options are
granted at the market price subject to a discount up to twenty per cent (20%) as may be determined by the Compensation Committee
at the time of Grant. The equity shares covered under these options vest over 60 months from the date of grant. The exercise period is
sixty months from the respective date of vesting or within six months from the resignation of employee whichever is earlier.
189

The movements in the options under the 2016 plan are set out below:
2016 Plan No. of options Exercise Price (` ) No. of options Exercise Price (` )
Options outstanding at the beginning 3,803,951 591.76 4,308,911 575.97
Granted 853,275 3,397.00 232,500 810.61
Forfeited 89,303 1,624.73 219,832 649.21
Lapsed 1,940 523.20 12,102 702.31
Exercised 775,683 569.43 505,526 530.21
Options outstanding at the end 3,790,300 1,203.55 3,803,951 591.76
Exercisable at the end 2,420,910 558.93 2,325,323 554.24
The weighted average share price as at the date of exercise of stock option was ` 2,817.05 (31 March 2021: ` 1,488.17) The options
outstanding as at 31 March 2022 have an exercise price ranging from ` 500.00 to ` 3,397.00 (31 March 2021: ` 500.0 to ` 980.00) and
the weighted average remaining contractual life is of 4.61 years (31 March 2021: 4.67 years).
The weighted average fair value of stock options granted during the year was ` 1,314.77 (31 March 2021: ` 203.64). The Black-Scholes
valuation model has been used for computing the weighted average fair value considering the following inputs:
31 March 2022 31 March 2021
Weighted average share price on the date of grant (` ) 3,306.18 816.77
Exercise Price (` ) 3,397.00 803.00 to 980.00
Expected Volatility 34.47% to 35.97% 35.07% to 39.17%
Life of the options granted in years 1-10 years 1-10 years
Average risk-free interest rate 6.34% to 6.36% 5.82% to 6.10%
Expected dividend rate 2.07% 2.93% to 3.57%
Total employee compensation cost pertaining to 2016 Plan during the year is ` 57.81 million, (31 March 2021: ` 35.14 million) net of cross
charge to subsidiaries.
Additionally, under the existing ESOP 2016 Plan, during the current year the Company granted 285,337 options to the key management
personnel.
Restricted Stock Unit Plan-2021 (“RSU Plan-2021”)
Effective 22 October 2021, the Company instituted the Restricted Stock Unit Plan-2021. The Board and the shareholders of the Company
approved RSU Plan-2021 on 22 October 2021. The RSU Plan-2021 provides for the issue of restricted units to employees and directors
of the Company and its subsidiaries.
The RSU Plan-2021 is administered by the Mphasis Employees Equity Reward Trust. Each unit, granted under the RSU Plan-2021,
entitles the holder thereof with an option to apply for and be issued one equity share of the Company at an exercise price of ` 10.00
per share. The equity shares covered under this plan vest over a period ranging from twelve to sixty months from the date of grant. The
exercise period is sixty months from the respective date of vesting or within six months from the resignation of the employee whichever
is earlier.
Pursuant to the approvals obtained from the Board of Directors and the Shareholders of the Company, during the current year, the
Company has adopted a new Restricted Units Plan, 2021 (‘RSU 2021’) under which a total of 3,000,000 RSUs can be granted to the
eligible employees of the Company and its subsidiaries. Under this plan, 1,075,188 RSU’s have been granted to the eligible employees
of the Company and its subsidiaries. Of this, the key management personnel were issued 359,189 RSU’s.
The movements in the units under the RSU Plan-2021 are set out below:
Year ended 31 March 2022
Weighted Average
RSU 2021 Plan No. of options Exercise Price (` )
Granted 1,075,188 10.00
Forfeited 38,370 10.00
Options outstanding at the end 1,036,818 10.00
There has been no exercise of units during the year. The options outstanding on 31 March 2022 have an exercise price ranging of ` 10.00
and the weighted average remaining contractual life of 8.19 years.
190

The weighted average fair value of stock options granted during the year was ` 2,971.23. The Black-Scholes valuation model has been
used for computing the weighted average fair value considering the following inputs:
Year ended
31 March 2022
Weighted average share price on the date of grant (`) 3,306.24
Exercise Price (`) 10.00
Expected Volatility 34.47% to 35.97%
Life of the options granted in years 1-10 years
Average risk-free interest rate 6.34% to 6.36%
Expected dividend rate 2.07%
Total employee compensation cost pertaining to 2021 Plan during the year is ` 89.86 million, net of cross charge to subsidiaries.
16. OTHER FINANCIAL LIABILITIES (` million)
Non-current Current
Salary related costs 63.33 11.78 2,356.60 667.32
Capital creditors - - 91.63 48.21
Other payables 0.46 0.68 123.52 84.28
Unclaimed dividend* - - 22.50 23.88
Derivative liabilities 12.22 23.06 49.29 86.16
76.01 35.52 2,643.54 909.85
* Unclaimed dividends when due shall be credited to Investor Protection and Education Fund.
17. EMPLOYEE BENEFIT OBLIGATIONS
Non-current Current
Provision for gratuity [refer note 35 (a)] 1,150.76 703.68 - -
Provision for employee compensated absences - - 359.02 257.76
1,150.76 703.68 359.02 257.76
18. OTHER LIABILITIES
Non-current Current
Unearned revenue - - 303.10 299.59
Statutory dues - 4.63 522.20 412.35
- 4.63 825.30 711.94
191

19. BORROWINGS (` million)
Non-current Current
Unsecured
Loan from related party* - - 990.00 -
Pre-shipment loan from bank ** - - 2,530.00 1,881.10
- - 3,520.00 1,881.10
As at As at
31 March 2022 31 March 2021
Cash flow movement 1,636.05 (405.38)
Non-cash changes relating to foreign exchange

movements 2.85 (59.14)
* Loan from subsidiary carries interest @ 6 months State Bank of India MCLR (Marginal cost of funds Lending Rate) + 1.75%. The loan
is repayable on or before 30 September 2022. (Refer note 31)
** Pre-shipment loan in foreign currency amounting to ` nil (31 March 2021: ` 731.10 million interest @ LIBOR plus 0.43% p.a.).
** Pre-shipment loans of ` 2,530.00 million (31 March 2021: ` 1,150.00 million) carries interest ranging from 4.00% to 4.15% (31 March
2021: 4.10%). The loans are repayable over the period from 22 April 2022 to 16 August 2022.
Refer note 37 for the Company’s exposure to interest rate, foreign currency and liquidity risks.
20. TRADE PAYABLES
As at As at
31 March 2022 31 March 2021
Outstanding dues to micro and small enterprises ('MSME') 17.60 12.55
Outstanding dues to creditors other than micro and small enterprises* 8,376.18 5,030.82
8,393.78 5,043.37
* Includes payables to subsidiaries (refer note 31).

Trade payables ageing schedule

31 March 2022
MSME 12.37 0.43 - - 4.47 - 17.27
Others 2,583.88 1,383.36 28.43 14.35 43.58 4,305.54 8,359.14
Disputed dues others - - 0.65 13.95 2.44 - 17.04
2,596.25 1,383.79 29.08 28.30 50.82 4,305.54 8,393.78
Continued
192

20. TRADE PAYABLES (Continued)
Trade payables ageing schedule (` million)

31 March 2021
MSME 7.60 0.08 - - 4.54 - 12.22
Others 3,283.32 365.85 6.55 2.24 41.71 1,314.11 5,013.78
Disputed dues others - 0.65 13.95 0.31 2.13 - 17.04
3,290.92 366.58 20.50 2.55 48.71 1,314.11 5,043.37

Name of struck off company transactions during the year outstanding Relationship
31 March 2022
Human Interface Consulting India Pvt Ltd Payables - 0.56 Vendor
31 March 2021
Human Interface Consulting India Pvt Ltd Payables - 0.56 Vendor
The Company has amounts due to Micro and Small Enterprises under Micro, Small and Medium Enterprises Development Act, 2006
(MSMED Act) as at 31 March 2022 and 31 March 2021. The details in respect of such dues are as follows:
As at As at
The principal amount and the interest due thereon remaining unpaid to any supplier at the end
of each accounting year
- Principal amount 17.60 12.55
- Interest 0.67 0.65
The amount of interest paid by the Company in terms of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006, along with the amount of the payment made to the
supplier beyond the appointed date during the year Nil Nil
The amount of interest due and payable for the period of delay in making payment (which
have been paid but beyond the appointed date during the year) but without adding the interest
specified under the Micro, Small and Medium Enterprises Development Act, 2006 0.56 0.82
The amount of interest accrued and remaining unpaid at the end of each accounting year Nil Nil
The amount of further interest remaining due and payable even in the succeeding years, until
such date when the interest dues above are actually paid to the small enterprise, for the purpose
of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium
Enterprises Development Act, 2006 20.19 18.96
Dues to micro and small enterprises have been determined to the extent such parties have been identified on the basis of information
collected by the Management.
193

21. PROVISIONS (` million)
Non-current Current
Provisions - - 732.82 408.42
- - 732.82 408.42
As at As at
31 March 2022 31 March 2021
Additions 331.71 353.08
Utilised / paid (7.31) -
Closing Balance 732.82 408.42
Current 732.82 408.42
22. TAXES
Income tax expenses in the statement of profit and loss consist of the following:

31 March 2022 31 March 2021
Taxes
Current taxes 3,908.69 3,367.03
Deferred taxes (59.09) (13.01)
Total taxes 3,849.60 3,354.02
Under the Indian Income Tax Act, 1961, the Company is liable to pay Minimum Alternate Tax (‘MAT’) in the tax holiday period if the tax
payable under normal provisions is less than tax payable under MAT. Excess tax paid under MAT over tax under normal provision can be
carried forward for a period of 15 assessment years and can be set off against the future tax liabilities.
The Company has units at Bengaluru, Hyderabad, Chennai and Pune registered as Special Economic Zone (‘SEZ’) units which are
entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961. The Company also has STPI units at Bengaluru, Pune
and other locations which are registered as a 100 percent Export Oriented Unit, which were earlier entitled to a tax holiday under
Section 10B / 10A of the Income Tax Act, 1961.
A portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export
operations from undertakings situated in SEZ. Under the Special Economic Zone Act, 2005 scheme, units in designated special economic
zones providing service on or after 1 April 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export
of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five
years. The tax benefits are also available for a further five years post the initial ten years subject to the creation of SEZ Reinvestment
Reserve which is required to be spent within 3 financial years in accordance with requirements of the tax regulations in India.
The interest / dividend income from certain category of investments is exempt from tax. The difference between the reported income
tax expense and income tax computed at statutory tax rate is primarily attributable to income exempt from tax, reversal of tax expense
pertaining to previous years (net), deductions and tax effect on allowances / disallowances , and tax rate differentials on income from
Capital Gains etc.
The Company is also subject to tax on income attributable to its permanent establishment in certain foreign jurisdictions due to operation
of its foreign branches.
Mphasis Limited has entered into international and specified domestic transactions with its associated enterprises within the meaning of
Section 92B and Section 92BA respectively of the Income Tax Act, 1961. The Company is of the view that all the aforesaid transactions
have been made at arms’ length terms.
Deferred tax for the year ended 31 March 2022 and 31 March 2021 relates to origination and reversal of temporary differences.
194

(` million)
Reconciliation of taxes to the amount computed by applying the statutory income tax rate to the income before taxes is summarized
below:

31 March 2022 31 March 2021
Applicable tax rates in India 34.944% 34.944%
Computed tax charge (A) 5,661.67 5,052.08
Tax effect on exempt operating income (1,634.49) (1,296.17)
Tax effect on exempt non - operating income (15.06) (15.06)
Tax effect on non - deductible expenses 98.64 90.87
Tax effect on differential domestic/overseas tax rate and other disallowances (6.55) (0.46)
Reversal of tax expenses pertaining to prior period* (253.81) (478.25)
Others, net (0.80) 1.01
Total adjustments (B) (1,812.07) (1,698.06)
Total tax expenses (A+B) 3,849.60 3,354.02
* Income tax expense for the year ended 31 March 2022 and 31 March 2021 includes reversal (net of provisions) of ` 253.81 million and
` 478.25 million, respectively.
As at As at
31 March 2022 31 March 2021
Income tax assets (net)
Advance income-tax (net of provision for taxation) 4,532.22 4,585.79
4,532.22 4,585.79
Income tax liabilities (net)
Provision for taxation 2,169.45 1,238.19
2,169.45 1,238.19
Net income tax asset 2,362.77 3,347.60
The tax effects of significant temporary differences that resulted in deferred tax assets and liabilities are as follows:
Provision for doubtful debts and advances 303.06 275.84
Provision for employee benefits 577.92 418.00
On carried forward long term capital loss 11.70 40.82
Derivative (assets) / liabilities (462.02) (322.27)
Others 215.61 241.93
933.71 931.26
Significant components of net deferred tax assets and liabilities are as follows:
Derivative liabilities (322.27) - (139.75) - (462.02)
Others 241.93 (26.32) - - 215.61
Total 931.26 59.09 (56.64) - 933.71
195

(` million)
Property, plant and equipment and other intangible assets 333.78 (56.84) - - 276.94
Provision for loss on long-term contract 16.23 (16.23) - - -
Derivative (assets) / liabilities 448.33 - (770.60) - (322.27)
MAT credit entitlement 260.57 - - (260.57) -
Others 278.63 (36.70) - - 241.93
Total 1,922.47 13.01 (743.65) (260.57) 931.26
23. REVENUE FROM OPERATIONS

31 March 2022 31 March 2021
Sale of services 72,909.64 55,294.11
Profit / (loss) on cash flow hedges reclassified to revenue 985.90 318.40
73,895.54 55,612.51
Information in relation to revenue disaggregation is disclosed in note 33.
Reconciliation of revenue recognised with contracted price is as follows:

31 March 2022 31 March 2021
Contracted price 73,794.48 56,261.10
Reductions towards variable consideration components* (884.84) (966.99)
Revenue as per statement of profit and loss 72,909.64 55,294.11
* The reduction towards variable consideration comprises of discounts, amortization of contract acquisition cost, etc.
A. Contract balances
The following table discloses the movement in contract assets:

31 March 2022 31 March 2021
Revenue recognized during the year 748.06 124.70
Invoiced during the year (129.08) (79.26)
Exchange gain / (loss) 24.45 (12.22)
196

The following table discloses the movement in unearned revenue balances: (` million)

31 March 2022 31 March 2021

Revenue recognised that was included in the unearned revenue balance at the beginning
(269.79) (185.50)
of the year
Increase due to invoicing during the year, excluding amounts recognised as revenue
271.41 265.89
during the year
Exchange (gain) / loss 1.89 (0.10)
B. Remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as
revenue and an explanation as to when the Company expects to recognize these amounts in revenue. Unsatisfied or partially satisfied
Performance obligations are subject to variability due to several factors such as termination, changes in contract scope, re-validation of
estimates and economic factors.
Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related
disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the Company’s performance
completed to date, typically those contracts where invoicing is on time and material, unit price basis and fixed monthly billing.
The aggregate value of performance obligations that are completely or partially unsatisfied as of 31 March 2022 is ` 12,713.00 million
(31 March 2021: ` 8,714.00 million). Out of this, the Company expects to recognize revenue of around 42% (31 March 2021: 34%) within
the next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive
penalty since, based on current assessment, the occurrence of the same is expected to be remote.
24. OTHER INCOME

31 March 2022 31 March 2021
Interest income on
Bank deposits 64.00 59.73
Long term bonds 95.38 43.10
Others 98.78 74.74
Net gain on investments measured at FVTPL * 348.79 369.72
Foreign exchange gain / (loss), (net) 520.75 151.74
Profit on sale of fixed assets, (net) 5.12 4.30
Sublease income 54.77 50.06
Miscellaneous income 44.61 141.20
1,232.20 894.59
*Includes profit on sale of investments amounting to ` 497.44 million (31 March 2021: ` 304.14 million).
25. EMPLOYEE BENEFITS EXPENSE

31 March 2022 31 March 2021
Salaries and bonus 22,022.69 16,610.57
Contribution to provident and other funds 1,330.23 882.97
Employee share based payments 147.68 35.14

Staff welfare expenses 472.56 216.73
23,973.16 17,745.41
197

26. FINANCE COSTS (` million)

31 March 2022 31 March 2021
Interest expense on borrowings 202.85 68.75
Interest expense on lease liabilities 384.26 437.69
Exchange difference to the extent considered as an adjustment to borrowing costs - 14.08
587.11 520.52
27. DEPRECIATION AND AMORTIZATION EXPENSE

31 March 2022 31 March 2021
Depreciation of property, plant and equipment (refer note 3) 595.41 467.18
Amortization of intangible assets (refer note 5) 50.62 51.69
Depreciation of right-of-use assets (refer note 4) 847.93 986.64
1,493.96 1,505.51
28. OTHER EXPENSES

31 March 2022 31 March 2021
Legal and professional charges 975.63 1,189.54
Software support and annual maintenance charges 1,084.52 924.00
Facility expenses 417.71 514.59
Travel 141.30 39.59
Communication expenses 344.52 430.78
Recruitment expenses 657.97 139.72
Power and fuel 204.69 222.49
Insurance 100.37 102.90
Rates and taxes 16.46 27.14
Repairs and maintenance - others 98.93 76.15
Sales support and marketing expenses 180.23 239.40
Corporate Social Responsibility expense (refer note 41) 282.08 254.54
Miscellaneous expenses 419.47 474.55
Auditor's remuneration (refer details below) 18.61 17.88
32,871.38 22,278.02
Auditor’s remuneration *
Statutory audit fee 16.70 15.70

Other services (certification fees) 1.50 1.55
Reimbursement of expenses 0.41 0.63
18.61 17.88
*excluding Goods and Services Tax.
198

29. EARNINGS PER SHARE (‘EPS’)
Reconciliation of basic and diluted shares used in computing earnings per share:

31 March 2022 31 March 2021
Profit for the year (` in million) 12,352.53 11,103.62
Number of weighted average shares considered for calculation of basic earnings per share 187,349,367 186,674,485
Add: Dilutive effect of stock options 1,901,005 2,182,847
Number of weighted average shares considered for calculation of diluted earnings per share 189,250,372 188,857,332
Earnings per equity share (par value ` 10 per share)
Basic 65.93 59.48
Diluted 65.27 58.79
30. CONTINGENT LIABILITIES AND COMMITMENTS

a. The Company has disputes with income tax authorities in India and other jurisdictions where they operate. The ongoing disputes
pertain to various assessment years from 2005-06 to 2018-19. The matters under dispute pertain to transfer pricing, tax treatment
of certain expenses claimed as deductions, or allowances, characterization of fees for services paid and applicability of withholding
taxes. Claims against the Company in relation to direct taxes, transfer pricing matters not acknowledged as debts amount
to ` 12,916.45 million (31 March 2021: ` 8,308.85 million). Claims against the Company in relation to indirect tax matters not
acknowledged as debts amount to ` 167.94 million (31 March 2021: ` 167.87 million).
In relation to other tax demands not included above, the Company has furnished bank guarantees amounting to ` 6,661.95 million
(31 March 2021: ` 6,661.95 million). These demands are being contested by the Company based on management evaluation, advice
of tax consultants and legal advice obtained. No provision has been made in the books of accounts. The Company has filed appeals
against such orders with the appropriate authorities.
The Company has received notices and inquiries from income tax authorities related to the Company’s operations in the jurisdictions
it operates in. The Company has evaluated these notices, responded appropriately, and believes there are no financial statement
implications as on date.
b. Other outstanding bank guarantees as at 31 March 2022: ` 146.59 million (31 March 2021: ` 156.19 million) pertains to guarantees
issued on behalf of the Company to regulatory authorities.
c. The Company has given a financial guarantee amounting to ` 2,742.42 million (31 March 2021: ` 3,235.40 million) in relation to a
working capital loan availed by a wholly owned subsidiary.
d. In addition to the above matters, the Company has other claims not acknowledged as debts amounting to ` 489.82 million
(31 March 2021: ` 489.82 million).
There has been a Supreme Court judgement dated 28 February 2019, relating to components of salary structure that need to be
taken into account while computing the contribution to provident fund under the Provident Fund Act, 1952. However, considering
that there are numerous interpretative issues relating to this judgment, including the effective date of the application and based on
expert advice obtained, the Company is unable to reasonably estimate the expected impact of the Supreme Court decision. The
Company will continue to assess any further developments in this matter for the implications on financial statements, if any.
e. Estimated amounts of contracts remaining to be executed on capital account (net of advances) and not provided for as at 31 March
2022: ` 242.32 million (31 March 2021: ` 202.92 million).
31. RELATED PARTY TRANSACTIONS

In accordance with the requirements of Indian Accounting Standard (Ind AS) -24 ‘Related Party Disclosures’ the names of the related
party where control exists/able to exercise significant influence along with the aggregate transactions and year-end balances are
given below.
Change in control
For the period upto 9 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.
199

Entities where control exists:
BCP Asia (SG) Mirror Holding Pte Ltd Ultimate holding company (from 10 August 2021)
BCP Topco IX Pte Ltd Intermediate holding company (from 10 August 2021)
Blackstone Capital Partners (Cayman II) VI L.P. Ultimate holding company (upto 9 August 2021)
Blackstone Capital Partners (Singapore) VI Holding Co Pte Ltd Intermediate holding company (upto 9 August 2021)
Marble I Pte Ltd. Intermediate holding company (upto 9 August 2021)
Marble II Pte Ltd. Holding company (upto 9 August 2021)
Subsidiaries where control exists:
Msource (India) Private Limited (‘Msource India’) Mphasis Europe BV (‘Mphasis Europe’)
Mphasis Corporation (‘Mphasis USA’) Mphasis Pte Limited (‘Mphasis Singapore’)
Mphasis Infrastructure Services Inc. Mphasis Deutschland GmbH (‘Mphasis GmbH’)
Digital Risk, LLC Mphasis Belgium BV (‘Mphasis Belgium’)
Digital Risk Mortgage Services, LLC Mphasis Poland s.p.z.o.o
Digital Risk Valuation Services, LLC Mphasis Ireland Limited (‘Mphasis Ireland’)
Digital Risk Europe, OOD Wyde Solutions Canada Inc.
Investor Services, LLC Mphasis Wyde SASU
Wyde Corporation Inc. PT. Mphasis Indonesia (‘Mphasis Indonesia’)
Mphasis Wyde Inc. Msource Mauritius Inc. (‘Msource Mauritius’)
Mphasis UK Limited (‘Mphasis UK’) Mphasis Philippines Inc.
Mphasis Consulting Limited (‘Mphasis Consulting’) Mphasis Lanka Private Limited (‘Mphasis Lanka’)
Mphasis Software and Services (India) Private Limited (‘Mphasis India’) Stelligent Systems LLC
Mphasis (Shanghai) Software & Services Company Limited (‘Mphasis China’) Mphasis Australia Pty Limited (‘Mphasis Australia’)
Datalytyx Limited (w.e.f 19 November 2020) Datalytyx MSS Limited (w.e.f 19 November 2020)
Dynamyx Limited (w.e.f 19 November 2020) Blink Interactive (w.e.f 21 September 2021)
Mphasis Digi Information Technology (Shanghai) Limited (w.e.f 26 May 2021) Redshift Digital Inc (w.e.f 21 September 2021)
Mrald Limited (w.e.f 23 December 2021) Mrald Services Limited (w.e.f 23 December 2021)
Mphasis Solutions Services Corporation (w.e.f 28 December 2021)
Post-employment benefit trusts:
Mphasis Group Employees Provident Fund Trust

Mphasis Limited Employees Group Gratuity Fund Trust
Key management personnel

Davinder Singh Brar Independent Director and Chairman of the Board
Narayanan Kumar Independent Director
Jan Kathleen Hier Independent Director
David Lawrence Johnson Director
Marshall Jan Lux Director
Amit Dixit Director
Amit Dalmia Director
Maureen Anne Erasmus Independent Director – Appointed w.e.f. 20 December 2021
Kabir Mathur Director – Appointed w.e.f. 20 December 2021
Pankaj Sood Director – Appointed w.e.f. 20 December 2021
Courtney Della Cava Director – Appointed w.e.f. 20 December 2021
Paul James Upchurch Director – Resigned w.e.f. 31 December 2020
Chief Executive Officer and Executive Director till 30 September 2021
Nitin Rakesh
Chief Executive Officer and Managing Director w.e.f 1 October 2021
Manish Dugar Chief Financial Officer – Appointed w.e.f. 15 May 2020
V. Suryanarayanan Executive Vice President & Chief Financial Officer – superannuated w.e.f. 14 May 2020
Subramanian Narayan Senior Vice President & Company Secretary
200

The following is the summary of significant transactions with related parties by the Company: (` million)

31 March 2022 31 March 2021
Rendering of services 5,750.65 7,134.18
Mphasis USA 1,798.52 3,538.69
Mphasis UK 1,326.57 1,204.68
Mphasis Belgium BV 761.23 611.57
Mphasis Europe BV 356.66 464.55
Others 1,507.67 1,314.69
Purchase of property, plant and equipment - 0.06
Mphasis USA - 0.06
Sale of property, plant and equipment 0.59 0.27
Msource India 0.59 0.27
Mphasis USA 24,111.19 14,342.26
Others 1,195.62 815.37
Sales support and marketing expenses 180.23 239.40
Mphasis UK 180.23 239.40
Dividend paid (on cash basis) 6,131.00 3,301.75
BCP Topco IX Pte. Ltd [Net of withholding taxes amounting to: ` 681.20
(31 March 2021: ` nil)] 6,130.78 -
Marble II Pte Ltd. [Net of withholding taxes amounting to: ` nil
(31 March 2021: ` 366.80)] - 3,301.19
Others 0.22 0.56
Remuneration / Commission to key management personnel 81.42 73.30
Directors 81.42 73.30
Sub-lease rental expense from entities where control exists 16.70 -
Digital Risk LLC 16.70 -
Sub-lease rental income 54.77 50.06
Digital Risk Mortgage Services, LLC 20.38 19.12
Corporate Guarantee given on behalf of entities where control exists 2,742.42 3,253.40
Mphasis USA 2,742.42 3,253.40
Corporate Guarantee Commission received from entities where control exists 42.01 45.19
Mphasis USA 42.01 45.19
Unsecured loans given to entities where control exists 2,820.74 -
Mphasis USA 2,820.74 -
Unsecured loans repaid by entities where control exists 908.28 -
Mphasis USA 908.28 -
Unsecured borrowings from entities where control exists 2,000.00 -
Msource India 2,000.00 -
Unsecured borrowings repaid to entities where control exists 1,010.00 -
Msource India 1,010.00 -
Interest income from unsecured loans given to entities where control exists 57.55 -
Mphasis USA 57.55 -
Interest expenses on unsecured borrowings from entities where control exists 64.71 -
Msource India 64.71 -
201

In addition to the above, the Company and its subsidiaries incur reimbursable expenses on behalf of each other in the normal course of business.
(` million)
31 March 2022 31 March 2021
Expenses incurred on behalf of related parties 607.77 153.35
Mphasis UK 54.23 -
Others 74.60 63.86
Expenses incurred by related parties on Company's behalf 118.30 76.87
Managerial remuneration*
Expenses include the following remuneration to the key management personnel:

31 March 2022 31 March 2021
Short-term employee benefits 38.18 34.78
Share based payment 14.09 7.52
Commission to directors 28.29 29.57
Other benefits 0.86 1.43
81.42 73.30
* This does not include remuneration paid to certain directors by the ultimate parent Company and its affiliates as they are not employees of the
Company. Post-employment benefit comprising gratuity and compensated absences have not been disclosed as these are determined for the
Company as a whole.
Marble II Pte Ltd. (‘Marble’) (being the erstwhile Promoter of the Company) has covered certain identified employees of the Company under an
Exit Return Incentive Plan (‘the ERI Plan’) of Marble, under which Marble could make direct payments upon satisfaction of specified conditions
therein, at Marble’s discretion. The ERI Plan was approved by the Board of Directors of the Company on 25 May 2017 and the shareholders of the
Company at the Annual General Meeting held on 26 July 2017, as required under Regulation 26(6) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no financial impact / burden to the Company for the payments to
be made pursuant to the ERI Plan by Marble. Marble has, since its exit as a shareholder of the Company, made payments of ` 41.30 million in
aggregate under the ERI Plan to the key management personnel of the Company.
BCP Topco IX Pte. Ltd. (‘Topco’) being the holding Company and the promoter of the Company, through its related entities –BCP Asia (SG)
Mirror Holding Pte Ltd and BCP Asia Mirror CYM Ltd (“Cayco”), has covered certain identified employees of the Company under the Exit Return
Incentive Plan, 2021 (‘ERI 2021’), under which direct payments will be made upon satisfaction of specified conditions therein, at their discretion.
The ERI 2021 Plan was approved by the Board of Directors of the Company on 31 August 2021 and the shareholders of the Company at the
Annual General Meeting held on 29 September 2021, as required under Regulation 26(6) the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There is no financial impact / burden to the Company for the payments to be made
pursuant to ERI 2021
The balances receivable from and payable to related parties are as follows:

31 March 2022 31 March 2021
Mphasis USA 1,340.73 330.57
Mphasis UK 1,661.46 709.71
Others 1,384.34 592.82
Trade payables 6,563.13 3,526.70
Mphasis USA 5,968.75 3,248.59
Others 594.38 278.11
Continued
202

31. RELATED PARTY TRANSACTIONS (Continued)
The balances receivable from and payable to related parties are as follows: (` million)

31 March 2022 31 March 2021
Remuneration / Commission payable to key management personnel 7.50 6.47

Davinder Singh Brar 1.46 1.49
Narayanan Kumar 1.34 1.34
David Lawrence Johnson 1.18 1.20
Jan Kathleen Hier 1.24 1.27
Marshall Lux 1.18 1.17
Maureen Anne Erasmus 1.10 -
Other receivables 366.39 80.23
Wyde Corporation 0.04 0.08
Mphasis Wyde Inc. 14.36 14.56
Others 91.99 22.39
Unsecured loans given to entities where control exist 1,970.61 -
Mphasis USA 1,970.61 -
Unsecured borrowings from entities where control exists 990.00 -
Interest receivable on unsecured loans given to entities where control exists 15.05 -
Mphasis USA 15.05 -
Interest payable on unsecured borrowings from entities where control exists 6.58 -
32. SEGMENT REPORTING

The Company publishes the standalone financial statements along with the consolidated financial statements. In accordance with Ind AS
108, Operating segments, the Company has disclosed the segment information in the consolidated financial statements and is exempt
from disclosing segment information in the standalone financial statements.
33. DISAGGREGATION OF REVENUE

During the current year, Banking and Capital Markets business has been renamed as Banking and Financial Services and Information
Technology Communication and Entertainment business has been renamed as Technology Media and Telecom.
Business verticals 31 March 2022 31 March 2021
Insurance 7,551.00 6,903.72
Others 7,548.39 7,012.76
Unallocated - hedge 985.90 318.40
Total 73,895.54 55,612.51

Geographic revenues
31 March 2022 31 March 2021
Americas 57,670.97 42,343.69
India 5,915.60 4,431.92
EMEA 7,188.48 6,480.24
ROW 2,134.59 2,038.26
Total 73,895.54 55,612.51
203

(` million)
Services rendered 31 March 2022 31 March 2021
Application Services 54,204.68 39,167.33
Business Process Services 8,529.70 6,178.95
Total 73,895.54 55,612.51
Delivery location
Onsite 24,817.56 16,363.51

Offshore 48,092.08 38,930.60
Total 73,895.54 55,612.51
Project type
Time and material 43,927.68 32,262.79

Fixed price 24,093.22 18,736.59
Transaction based 4,888.74 4,294.73
Total 73,895.54 55,612.51
Market
Direct 67,087.99 46,441.11

DXC 3,751.38 6,919.15
Others 2,070.27 1,933.85
Total 73,895.54 55,612.51
34. CAPITAL MANAGEMENT

The Company’s objective is to maintain a strong capital base to ensure sustained growth in business. The Capital Management policy
focusses to maintain an optimal structure that balances growth and maximizes shareholder value
As at As at
31 March 2022 31 March 2021
Total equity attributable to the share holders of the Company (A) 44,476.51 43,100.46
Borrowings (B) 3,520.00 1,881.10
Total capital C (A+B) 47,996.51 44,981.56
Total borrowings as a percentage of capital (B / C) 7.33% 4.18%
Total equity as a percentage of total capital (A / C) 92.67% 95.82%
The Company is predominantly equity financed as evident from the capital structure table above. The Company is not subject to any
externally imposed capital restrictions.
35. EMPLOYEE BENEFITS

a. Gratuity
In accordance with Indian laws, the Company and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan.
The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days’ salary payable for each completed year of service. Vesting occurs upon completion of
five continuous years of service. The Company manages the plan through a trust. The trust is governed by the Board of Trustees, which
consists of an equal number of employer and employee representatives.
204

The following tables set out the status of the gratuity plan. (` million)
31 March 2022 31 March 2021
Changes in present value of defined benefit obligations
Obligations at beginning of the year 1,249.85 1,093.05
Interest cost 69.10 63.51
Re-measurement (gain) / loss (through OCI) 227.13 73.20
Obligations at end of the year 1,511.05 1,249.85
Change in plan assets
Plan assets at beginning of the year, at fair value 546.17 405.29
Expected return on plan assets 41.66 29.79
Re-measurement gain / (loss) (through OCI) (10.70) (3.88)
Employer contributions 0.30 220.51
Administration charges (9.77) (13.03)
Plan assets at end of the year 360.29 546.17
Present value of defined benefit obligation at the end of the year 1,511.05 1,249.85
Fair value of plan assets at the end of the year 360.29 546.17
Net liability recognised in the balance sheet (1,150.76) (703.68)
Expenses recognised in statement of profit and loss
Interest cost (net) 27.44 33.72
Net gratuity cost 199.78 146.32
Re-measurement gains / (losses) in OCI
Actuarial (gain) / loss due to financial assumption changes (13.69) 14.76
Actuarial (gain) / loss due to experience adjustments 240.82 58.44
Re-measurement - return on plan assets (greater) less than discount rate 10.70 3.88
Total expenses routed through OCI 237.83 77.08
Assumptions
Discount rate 6.38% 6.15%
Expected rate of return on plan assets 6.38% 6.15%
Salary increase 4.00% 4.00%
Attrition rate 20.00% 20.00%
Retirement age 60 years 60 years
Future payouts (year ended 31 March)
Year-1 227.73 189.25
Year-2 198.31 164.12
Year-3 177.25 145.25
Year-4 153.07 129.99
Year-5 137.68 111.23
Year-6-10 405.26 330.22
Year-10 and above 211.75 179.79
The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment market. Expected return on plan assets is computed based on
prevailing market rate.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Insurer managed funds 100.00% 100.00%
205

(` million)
Sensitivity analysis Year ended 31 March 2022 Year ended 31 March 2021
Change in discount rate 1% increase 1% decrease 1% increase 1% decrease
Effect on the defined benefit obligation (61.47) 56.75 (50.64) 46.79
Change in salary increase rate
Effect on the defined benefit obligation 58.50 (62.27) 48.17 (51.32)
b. Provident Fund
In accordance with Indian law, all eligible employees of the Company in India are entitled to receive benefits under the provident fund
plan in which both the employee and employer (at a determined rate) contribute monthly to a Trust set up by the Company to manage the
investments and distribute the amounts entitled to employees. This plan is a defined benefit plan as the Company is obligated to provide
its members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund.
A part of the Company’s contribution is transferred to Government administered pension fund. The contributions made by the Company
and the shortfall of interest, if any, are recognised as an expense in the statement of profit or loss under employee benefit expenses. In
accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based
on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of
the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest
of Government administered provident fund.
The Company has carried out actuarial valuation only for defined benefit plan as at 31 March 2022. The actuary has provided a valuation
for provident fund liabilities and based on the assumptions mentioned below, there is no shortfall in plan assets as at 31 March 2022
and 31 March 2021.
The amount of plan assets disclosed below have been restricted to the extent of present value of benefit obligation at the year end.
The details of the fund and plan asset position are given below:
As at As at
31 March 2022 31 March 2021
Plan assets at the year end 12,213.51 10,782.11
Present value of benefit obligation at year end 12,213.51 10,782.11
Asset recognized in balance sheet - -

The plan assets have been primarily invested in Government and Debt Securities in the pattern specified by Employee’s Provident Fund
Organisation.
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach.
Government of India (GOI) bond yield 6.38% 5.92%
Remaining term of maturity (in years) 8 8
Guaranteed rate of return 8.10% 8.50%
The Company contributed ` 994.74 million during the year ended 31 March 2022 (31 March 2021: ` 659.05 million).
c. Social Security
The Code on Social Security 2020 (‘Code’), which received the Presidential Assent on 28 September 2020, subsumes nine regulations
relating to social security, retirement, and employee benefits. The Code will have an impact on the contributions towards gratuity and
provident fund made by the Company. The Ministry of Labour and Employment (‘Ministry’) has released draft rules for the Code on
13 November 2020 and has invited suggestions from stake holders. The suggestions received are under consideration by the Ministry.
The effective date of the Code has not yet been notified and the related rules to ascertain the financial impact are yet to be finalized
and notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact in its financial
statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
206

36. FINANCIAL INSTRUMENTS
The carrying value of financial instruments by categories is as follows: (` million)
Financial assets
equivalents - - - 468.50 468.50
Investments
(other than investment in subsidiaries) 7,184.26 - - 1,599.50 8,783.76
Loans - - - 2,179.25 2,179.25
Total 7,184.26 1,357.57 29.29 28,472.81 37,043.93
Borrowings - - - 3,520.00 3,520.00
Trade payables - - - 8,393.78 8,393.78
Other financial liabilities - - - 2,658.04 2,658.04
Total - 35.44 26.07 19,409.95 19,471.46
Financial assets
equivalents - - - 1,646.58 1,646.58
Investments
(other than investment in subsidiaries) 7,788.09 - - 1,847.41 9,635.50
Loans - - - 128.78 128.78
Total 7,788.09 1,023.77 73.04 21,667.39 30,552.29
Borrowings - - - 1,881.10 1,881.10
Trade payables - - - 5,043.37 5,043.37
Other financial liabilities - - - 836.15 836.15
Total - 101.60 7.62 12,906.76 13,015.98
207

Fair value hierarchy (` million)
Particulars Fair value measurements at reporting date using Fair value measurements at reporting date using
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets
Investments 7,184.26 5,614.97 1,569.29 - 7,788.09 6,491.82 1,296.27 -
Derivative assets 1,386.86 - 1,386.86 - 1,096.81 - 1,096.81 -
Liabilities
Derivative liabilities 61.51 - 61.51 - 109.22 - 109.22 -
Offsetting financial assets with liabilities

The Company offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized
amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
The quantitative information about offsetting financial asset is as follows:
As at As at
31 March 2022 31 March 2021
Gross amount of recognised trade receivables (net of provision for ECL) - Billed 11,163.16 7,465.29
Gross amount of factored trade receivables and volume discount set off in the balance sheet (2,834.63) (1,520.76)
Net amount presented in balance sheet 8,328.53 5,944.53
37. FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to the following risks:
 Credit risk
 Interest rate risk
 Liquidity risk
 Foreign currency exchange rate risk
The Company has a risk management policy/ framework which covers risks associated with the financial assets and liabilities. The risk
management policy/ framework is approved by the Treasury Committee. The focus of such framework is to assess the unpredictability
of the financial environment and to mitigate potential adverse effects on the financial performance of the Company.
CREDIT RISK
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract leading to a financial
loss. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration
of risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities
including deposits with banks and financial institutions, investments, derivative financial instruments and other financial instruments.
The Company is also exposed to credit risk on account of financial guarantee given on behalf on of its subsidiaries [Refer note 30(c)].
Trade receivables
Credit risk is managed by each business unit subject to the Company’s established policies, procedures and controls relating to customer
credit risk management. Outstanding customer receivables are regularly monitored. Three customer group have accounted for more than
10% of the trade receivable for the years ended 31 March 2022 (31 March 2021: Three customer groups).
Credit risk exposure

The Company’s credit period generally ranges from 30 – 60 days. The particulars of outstanding are as below:
As at As at
Total 17,122.34 10,929.05
The concentration risk with respect to trade receivables is low since they are spread across multiple customers, geographies and
industries.
208

The allowance for lifetime expected credit loss for the years ended 31 March 2022 and 31 March 2021 was ` 77.92 million and
` 107.59 million respectively. The reconciliation is as follows:
(` million)
Charge for the year 77.92 107.59
Translation exchange differences 3.66 (3.40)
Financial instruments and deposits with banks
Credit risk is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned
by international and domestic credit rating agencies. Investments primarily include investments in liquid mutual fund units, fixed maturity
plans securities, deposits and bonds issued by government owned entities and highly rated financial institutions. Counterparty credit
limits are reviewed by the Company periodically and the limits are set to minimise the concentration of risks and therefore mitigate
financial loss through counterparty’s potential failure to make payments. Three banks individually accounted for more than 10% of the
Company’s deposits and bank balances for the year ended 31 March 2022 (31 March 2021: Two banks).
INTEREST RATE RISK

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Company’s exposure to the risk of changes in interest rates relates primarily to the Company’s debt obligations with floating
interest rates. The Company’s borrowings are short term / working capital in nature. The Company’s investments are primarily in fixed
rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk.
LIQUIDITY RISK
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to
maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company’s principal sources of liquidity
are cash and cash equivalents, bank balances other than cash and cash equivalents, current investments and the cash flow that is
generated from operations. The Company believes that these sources are sufficient to meet its current requirements. Accordingly, no
liquidity risk is perceived.
The break-up of cash and cash equivalents, deposits and investments is as below.
As at As at
Cash and cash equivalents 4,856.65 4,891.44
Bank balances other than cash and cash equivalents 468.50 1,646.58
Current investments 7,593.91 7,739.73
Total 12,919.06 14,277.75
The table below summarises the maturity profile of the Company’s financial liabilities at the reporting date. The amounts are based on
contractual financial liabilities.
Financial liabilities 365 days and

(As at 31 March 2022) On demand 0-180 days 180-365 days above Total
Trade payables 6.02 8,387.76 - - 8,393.78
Borrowings - 3,520.00 - - 3,520.00
Other financial liabilities 26.83 2,616.71 - 76.01 2,719.55
209

(` million)
Financial liabilities 365 days and
(As at 31 March 2021) On demand 0-180 days 180-365 days above Total
Trade payables 32.11 5,011.26 - - 5,043.37
Borrowings - 1,881.10 - - 1,881.10
Other financial liabilities 28.13 881.72 - 35.52 945.37
FOREIGN CURRENCY EXCHANGE RATE RISK

The fluctuation in foreign currency exchange rates may have a potential impact on the standalone statement of profit and loss and other
comprehensive income, where transactions are denominated in a currency other than functional currency. Considering the countries and
economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in
those countries.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily
in United States Dollars (‘USD’). The Company also has exposures to Great Britain Pound (‘GBP’) and Euros (‘EUR”)). The Company’s
exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and financing activities
(when revenue or expense is denominated in a foreign currency).
The Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in
foreign currency exchange rates in respect of its forecasted cash flows and trade receivables.
Below is the summary of foreign currency exposure of Company’s financial assets and liabilities:
As at 31 March 2022 ` million

Trade receivables 11,905.38 1,987.40 1,064.86 574.85 15,532.49
Cash and cash equivalents 2,725.36 - - - 2,725.36
Loans 1,970.61 - - - 1,970.61
Other financial assets 51.84 36.73 0.32 0.52 89.41
Total financial assets 16,653.19 2,024.13 1,065.18 575.37 20,317.87
Trade payables 6,155.44 186.46 53.96 228.43 6,624.29
Total financial liabilities 6,191.08 186.46 53.96 228.43 6,659.93
Net financial assets 10,462.11 1,837.67 1,011.22 346.94 13,657.94
As at 31 March 2021
Trade receivables 6,962.40 1,062.55 533.57 570.00 9,128.52
Cash and cash equivalents 4,242.25 - - - 4,242.25
Other financial assets 30.14 0.79 14.56 1.09 46.58
Total financial assets 11,234.79 1,063.34 548.13 571.09 13,417.35
Trade payables 3,296.09 130.68 18.01 82.77 3,527.55
Borrowings 731.10 - - - 731.10
Total financial liabilities 4,032.69 130.68 18.01 82.77 4,264.15
The counter party for these transactions are banks. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
210

Forward contracts outstanding against financial assets are as below:

Currency (million) (` million) (million) (` million)
USD 129.60 9,822.71 100.10 7,318.31
GBP 19.14 1,904.06 10.59 1,066.97
EUR 12.17 1,025.25 5.84 500.78
CAD 2.08 125.82 1.90 110.25
AUD 3.98 225.94 5.83 324.75
SGD 1.93 107.85 1.08 58.70
SEK 3.40 27.67 5.93 49.71
Forward contracts outstanding against financial liabilities are as below:
USD - - 10.00 731.10

GBP 1.61 160.54 1.19 119.90
CAD 1.47 89.16 0.31 17.99
For every 1% appreciation/depreciation of the respective foreign currencies, the Company’s profit before taxes will be impacted by
approximately ` 4.78 million for the year ended 31 March 2022 (31 March 2021: ` 2.60 million).
38. ADDITIONAL REGULATORY INFORMATION

a. ANALYTICAL RATIOS
As at As at
Ratios Numerator Denominator % Variance
31 March 2022 31 March 2021
Current ratio
(in times) * Current assets Current liabilities 2.01 2.72 -26.08%
Debt equity ratio Debt (borrowings + lease

(in times) liabilities) Shareholders equity 0.19 0.16 15.26%
Earnings for Debt Service (Profit

Debt service after tax+Depreciation+finance Debt Service (Interest and
coverage ratio cost+Profit on sale of lease payments + Principal
(in times) property,plant and equipment) repayments) 2.00 1.70 16.10%
Return on equity
ratio (in %) Net Profit for the year Average shareholders equity 28.21% 27.80% 1.46%
Trade receivables
turnover ratio Revenue from operations Average trade receivables 5.18 5.03 2.92%
Trade payables
turnover ratio Other expenses Average trade payables 4.89 4.42 10.65%
Net capital Working Capital (current assets

turnover ratio** Revenue from operations - current liabilities) 3.77 2.88 30.59%
Net profit ratio
(in %) Net Profit for the year Revenue from operations 16.72% 19.97% -16.28%
Return on capital Profit before tax and finance Capital employed (Net worth +
employed (in %) costs borrowings + lease liabilities ) 29.44% 28.10% 4.80%
Return on Income generated from Average invested funds in

investment (in %) treasury investments treasury investments 4.50% 4.80% -6.25%
* due to increase in trade receivables, indirect taxes recoverable, trade payables on account of revenue growth.
** due to revenue growth during the current year
211

b. OTHERS
Other than in the normal and ordinary course of business there are no funds that have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Company; or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There have been no funds that have been received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
39. FAIR VALUES

Financial instruments carried at amortised cost such as cash and cash equivalents, other bank balances, trade receivables, loans, other
financial assets, unbilled revenue, borrowings, trade payables and other financial liabilities are considered to be same as their fair values,
due to the short-term nature of these instruments.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to
estimate the fair values:
• The fair values of the quoted investments are based on price quotations at the reporting date.
• The Company holds derivative financial instruments such as foreign exchange forward to mitigate the risk of changes in exchange
rates on foreign currency exposures. The counterparty for these contracts is generally a bank. Foreign exchange forward contracts
& non-convertible debentures are valued using valuation techniques, which employs the use of market observable inputs. The
models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates. The
changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge
relationships and other financial instruments recognized at fair value.
40. HEDGING ACTIVITIES AND DERIVATIVES

The Company’s revenue is denominated in various foreign currencies. Given the nature of business, a large part of the costs are
denominated in INR. This exposes the Company to currency fluctuations. The Company uses foreign exchange forward contracts to
manage exposure on some of its transactions. The counterparty, for all derivative financial instruments is a bank.
The Company has taken cash flow hedges on account of highly probable forecast transactions. Designated cash flow hedges are
measured at FVTOCI. Other derivatives which are not designated as hedge are measured at FVTPL.
The foreign exchange forward contract balances vary with the level of expected foreign currency sales and changes in foreign exchange
forward rates.
The following are outstanding forward contracts which has been designated as cash flow hedges:
Notional amount Fair value Notional amount Fair value

Number of (million in respective gain / (loss) Number of (million in respective gain / (loss)
Currency contracts currencies) (` million) contracts currencies) (` million
USD 515 801.00 1,072.53 452 599.50 947.19
GBP 65 14.37 81.89 76 14.31 (23.75)
EUR 71 26.75 163.84 88 20.60 48.90
CAD 39 5.77 3.04 41 11.02 (10.28)
AUD 52 12.06 0.83 77 17.19 (39.89)
Total 1,322.13 922.17
The Company has entered into derivative instruments not in hedging relationships by way of foreign exchange forwards. As at 31 March
2022 and 31 March 2021, the notional amount of outstanding contracts aggregated to ` 12,989.60 million and ` 8,560.48 million,
respectively and the respective fair value of these contracts have a net gain of ` 3.22 million and ` 65.42 million respectively.
212

The movement in cash flow hedging reserve for derivatives designated as cash flow hedge is as follows: (` million)

31 March 2022 31 March 2021

Change in fair value of effective portion of cash flow hedges 1,385.86 2,523.61
Gain transferred to statement of profit and loss on occurrence of forecasted hedges (985.90) (318.40)
Total 860.13 599.92
For every 1% appreciation/depreciation of the respective underlying foreign currencies, the Company’s OCI will decrease or increase
approximately by ` 639.92 million for the year ending 31 March 2022 (31 March 2021: ` 485.00 million).
41. CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

Pursuant to the requirement of Section 135 of the Companies Act, 2013, CSR committee has been formed by the Company. The
primary function of the CSR Committee is to assist the Board of Directors in formulating a CSR Policy and review the implementation
and progress of the same from time to time. The CSR Policy focuses on creating opportunities for the disadvantaged with emphasis on
persons with disabilities and technology driven community development.

31 March 2022 31 March 2021
Amount required to be spent by the company during the year 281.58 254.21
Amount of expenditure incurred on :
Construction / acquisition of any asset - -
On purposes other than above 282.08 254.54
Shortfall at the end of the year - -
Total of previous years shortfall - -
Reasons for shortfall - -
Promoting education, Livelihood enhancement, Disaster relief,
Nature of CSR activities COVID 19 relief, Entrepreneurship,
Promoting accessibility for persons with disabilities.
42. Consequent to Schedule III amendments being made effective 1 April 2021, previous year numbers pertaining to security deposits
of ` 1,229.90 million and ` 454.87 million have been reclassed from current and non-current loans to current and non-current financial
assets respectively.
43. SUBSEQUENT EVENTS

The Board of Directors in their meeting held on 28 April 2022 have proposed a final dividend of ` 46 per equity share for the year ended
31 March 2022 which is subject to the approval of shareholders at the ensuing Annual General Meeting and if approved, would result in
a cash outflow of approximately ` 8,640.52 million.
101248W/W-100022

Company Secretary
28 April 2022 28 April 2022
213
GROUP OFFICE LOCATIONS

INDIA Mangalore • Regus Dallas, Signature Exchange • 2 Minster Court, Mincing Lane,
• Techbay in village, No-92 Manglore Preston Road, Dallas Texas - 75251 London, EC3R 7PD
Bengaluru
Thota, G Floor, Jeppur Ward, Hobli, • Digital Risk LLC,4120, International • Regus Slough UK Spaces- Slough,
• Bagmane Laurel, Parkway, Suite 2300, Carrollton,
Mangalore - 575 001 The Porter Building 1, Brunei way,
No. 65/2, Block-A, 1st Floor Dallas , Texas 75007
Mumbai Slough SL11FQ, UK
Bagmane Technology Park,
Byrasandra Village, C V Raman Nagar, • Infinity IT Park, Unit No. 102, • 11710, Plaza America, • Regus House,
Bengaluru - 560 093 ‘B’ Wing, Building No. 4, 239, General DR STE 2000 Reston VA 20190 Herons Way Chestier
Tel : 080 - 4004 4444 A K Vaidya Marg, Dindoshi, • 1011 Western AVE, Suite 600, Seattle, Business Park, Chestier,
Malad (East), Mumbai - 400 097 WA, 98104-3624, United States Cheshire, CH49QR
• Bagmane Parin,
No. 65/2, Block A, 7th Floor Tel: 022 - 6788 4000 • 26 West Dry Circle, Suite 600, Littleton, • Bank House, Leeds , 27 king street,
Bagmane Technology Park, Pune Colorado Leeds West Yorkshire, LS1 2HL
Byrasandra Village, • Basepoint Business Centre ,
• Cybercity, Tower IV, Magarpatta • 4051 N Highway 121, 4051 N Highway
C V Raman Nagar,
Hadapsar, Pune - 411 013 121, suite 200, Grapevine Texas 76051 377-399 London Road , Camberley,
Bengaluru - 560 093
Tel: 020 - 4014 1000 GU15 3HL Surrey
Tel: 080 - 4004 4444 • 436 Seventh Ave., Suite 200
• EON free Zone. Cluster C Kharadi Pittsburgh, PA 15219 ASIA PACIFIC AND JAPAN
• Global Technology Village SEZ
Knowledge Park Costa Rica
Survey Nos. 12/1,12/2, 29 & 30
EON Kharadi Infrastructure Pvt. Ltd Japan
Mylasandra & Patanegere Villages • San José, Escazú, San Rafael 200
SEZ Plot No.1, Survey No.77 MIDC, • Kabutocho Daiichi Heiwa Building,
RVCE post, Kengeri Hobli Kharadi, Pune - 411 014 metros Sur de los cines de Multiplaza,
Bengaluru - 560 059 3rd Floor, 5-1,
Tel : 020 - 4074 0000, 020-6617 0000 Edificio Corporativo EBC, 8vo piso,
Tel: 080 - 6732 5000 Nihonbashi Kabutocho,
oficinas de Sfera Legal
• 12th Floor & Training Room No.2, Chuo-ku, Tokyo, 1030026, Japan
• Tower E, 3rd Floor, G V tech park (200 meters South from Multiplaza movie
Level 1, Tower B of EOZ SEZ, theaters, EBC Corporate Center, 8th floor, Singapore
Private Limited SEZ Phase II, Survey No.72, Kharadi,
Mylasandra - Patanegere Villages, Sfera Legal offices) Zip Code: 10203 • 6 Battery Road, Level 42
Pune, Maharashtra, 411014
Kengeri Hobli, Off Bangalore Mysore Mexico ‘The Executive Center’,
Express Way RVCE Post, Noida
• Paseo de los virreyes 45. Puerta de Singapore 049909
Bangalore, Karnataka 560059 • Fusion Square, 4th Floor 5A & 5B, hierro, the landmark guadalajara,
Tower F, 3 Floor, G V tech park
rd SECTOR-126, NOIDA, UP-201303 Malaysia
zapopan, jalisco, 45116
Private Limited SEZ • A4 - 11 - 1112, Leisure Commerce
AMERICAS • Camino de los Cardenales 102,
Mylasandra - Patanegere Villages, Square, 9 Jalan PJS 8/9, Bandar
Canada Suite 7 piso PB Monterrey, Nuevo León,
Kengeri Hobli, Off Bangalore Mysore Sunway, Petaling Jaya, Selangor,
C.P. 64630 México
Express Way RVCE Post, • 2828, Boulevard Laurier Suite 700 Malaysia, 46150
Bangalore, Karnataka 560059 Quebec City, GIV 0B9 Europe Taiwan
• Bagmane World Technology Center, • 5925, Airport Road, France • Regus Landmark, No.68, Section 5,
W.T.C. 2, K.R. Puram Marathahalli Suite 200, Mississuaga, • 103-105, Rue Anatole France 92300 Zhongxiao East Road, 29/F, Taipei,
Outer Ring Road, Mahadevapura, Ontario, L4V, 1W1, Canada Levallois-Perret Taiwan, 11065
Bengaluru - 560 048 India
Tel: 080 - 6750 1000 • 301-1195 RUE Wellington • 32, Allee de Boutart Regus, China
Montreal Quebec H3C1W1 Bordeaux Ravezies 33070,
• Bagmane World Technology Center Canada • Shanghai Chamtime Plaza,
Bordeaux CEDEX Office No. 641, 6/F Office Tower C,
Special Economic Zone,
• 90 University Avenue Charlottetown, Hungary Chamtime Plaza, No. 3,
W.T.C. 3, Block A & B, Level 1,
Prince Edward IsIand, C1A4K9
Bengaluru - 560 048 • 33 Váci Street, Budapest, Pudong New District, .
Tel: 080 - 6750 1000 • 1500, 407 2 Nd Street Sw, H -1134, Hungary Shanghai, 201203
Calgary, T2P 2Y3
• Bagmane World Technology Center • Room 1006, 1st Floor, Building C2,
Special Economic Zone , W.T.C. 4, USA Germany Area C, No.36 Jintian Park Road,
Level 4, Mahadevapura, K R Puram, • Koblenzer, Street 34, Chaoyang District, Beijing
• 41 Madison Avenue , 35th Floor Postfach 1221, D 56130 Bad Ems,
Bengaluru - 560 048 New York 10010 Germany Tel : 49-2603504151 • Room N252, Building C4, No.888
Tel: 080 - 6750 1000
• C/o Corporate Creations Network, Southwest Road, Shahekou District,
• Mascot 90, 2 & 3 floor,
nd rd • Hansaallee 299 ,3rd floor
3411, Silverside Road, Dalian City, Liaoning Province
EPIP Industrial Area, No. 80, Block II, Dusseldorf,North Rhine-Westphalia
Tatnall Bldg, Suite 104, 40549 • Suite 259, Building 25, No. 80, Lane
Whitefield, Bengaluru - 560 066 Willmington– Delaware 19810 280, Xiujiang Road, Zhujing Town,
• Primal Projects Pvt Ltd (Pritech Park Belgium
• 2301 Maitland Center Parkway, Jinshan District, Shanghai
(SEZ), 2nd Floor, Wing A, Block 5, SY Suite 165, Maitland, Florida 32751 • Leonardo Da
• Room1162,11F, No.21 Huanghe Rd,
No.51 to 64/4, Outer Ring Road, Tel: 407-215-2900 Vincilaan 9, B-1930
Zaventem, Belgium Huangpu District, Shanghai, P.R.C
Bellandur Village, Bengaluru-560103
• 660 Century Point, Suite 1000,
Chennai Lake Mary, Florida 32746 The Netherlands Philippines
• DLF IT PARK, Block 8 & 10, Tel: 407-708-0693 • Saturnusstraat 46, • 20th Floor of Picadilly Star Building,
4th, 6th, 8th, 9th & 10th Floor, 1/124, Sivaji • 5201 Congress Avenue, Suite 250 Hoofddorp, 4th Avenue corner 27th Street,
Gardens, Moonlight Stop, Boca Raton, Florida 33487 2132 HB, Netherlands Bonifacio Global City, Taguig City,
Mount Poonamalle Road, Tel: 561-208-7489 Metro Manila
Chennai - 600 089 Ireland
• 5353, North 16th Street, Suite 400, • Boole House,Beech Hill Office
• DLF SEZ IT Park, Tower 1B Phoenix, Arizona 85016 Campus, Clonskeagh,
OCEANIA
Level 1-4, 1/124, Sivaji Garden Tel : 1 - 602 - 604 - 3100 Dublin 4, D04A563 Australia
Manapakkam, Mount Poonamalle
Road, Chennai - 600 089 • 2018 156th Ave NE, Suite 100, Poland • Shop 5, 17-19, East Parade
Tel : 044-6637 0000 Building F, Washington, • 50-102, Wroclaw, Sutherland, New South Wales 2232,
Bellevue, 98007 Rynek 39/40 Australia
Hyderabad
• Suite 340, South Wind Office • KGHM Kuprum • MELBOURNE, 120 Collins Street,
• Sundew Properties Limited Center D Building, 8295, Ul.Gen.W.Sikorskiego, Level 31 & 50, 120 Collins Street,
Building No. 12C, Mindspace Tournament Drive Memphis, 2-8 Wroclaw Melbourne, 3000 Australia
Cyberabad, Survey No. 64 (Part), Tennessee - 38215
TSSIIC Software Layout, Sweden New Zealand
• National Crop Research LTD 615 • C/o Hellstrom Advokatbyra
Madhapur, Hyderabad - 500 081 • C/o Amicorp New Zealand Limited,
South Dupont Highway Dover, KB Box 7305,103 90 Stockholm
Tel: 040 - 6788 0000, 4813 6000 Level 11, 2 Kitchener Street, Auckland
DE 19901 Sweden
• Units 1801 and 1802, Skyview 20, Central, Auckland, 1010, NZ
• 226, Airport Parkway, San Jose, Switzerland
Tower-9,C/o Divija Commercial California - 95110.
Properties (P) Ltd, SEZ Developer, • C/o Amicorp Switzerland AG, AFRICA
• 3600, American Blvd West, Suite 110, Baarerstrasse 75, 6300 Zug
Hyderabad Knowledge City, Mauritius
Bloomington, Eagan,
Serilingampally Mandal, UK • C/o SGG Corporate Services
Minneapolis 55431
• 1 Ropemaker Street,
Rangareddy Dist., Raidurgam, (Mauritius) Ltd, 33 Edith Cavell Street,
• 8900 freedom Parkway, Building 100 London,United Kingdom,
Hyderabad-500032 Telangana Port Louis, 11324, Mauritius
Suite 110, Jaksonville, FL 32256. EC2Y 9HT
214
Notes
215
Notes
216
13
BENGALURU | THURSDAY, 23 JUNE 2022
. <
Mphasis Limited
Regd.Office: Bagmane World Technology Centre,
Marathahalli Outer Ring Road, Doddanakhundi Village, Mahadevapura,
Bengaluru - 560048. CIN: L30007KA1992PLC025294
Tel: 91 80 6750 1000
Website: www.mphasis.com
email: [email protected] / [email protected]
Notice
31st Annual General Meeting to be held over Video Conference,
Record Date and Dividend information
Notice is hereby given that the thirty first Annual General Meeting (“AGM”) of Mphasis Limited will be held at 9:00 am (IST)
on Thursday, 21 July 2022, through Video Conferencing (“VC”) in compliance with General Circulars Nos.2/2022
Business Standard and 19/2021,other Circulars issued by the Ministry of Corporate Affairs (MCA) and circular
No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13 May 2022 issued by the Securities and Exchange Board of India
BENGALURU EDITION
(SEBI) (hereinafter collectively referred to as “Circulars”), to transact the ordinary and special businesses contained in the
Printed and Published by Rajiv Sharma on Notice of the thirty first AGM (the “Notice”) together with the additional information in respect of the Directors seeking
behalf of Business Standard Private re-appointment and appointment, and the explanatory statement pursuant to the CompaniesAct, 2013.
Limited and printed at MNS Printers Notice is further hereby given that the thirty first Annual Report for the financial year ended 31 March 2022 together with the
Private Limited, 345/4, Bhattrahalli, Old Notice of the AGM, is being dispatched physically or through electronically, individually to the members of the Company
Madras Road, Bengaluru-560 049 and at their registered addresses / e-mail IDs which are registered with the Company / Depositories, in accordance with the
published at BBusiness Stanard Private Circulars, to those members whose names appear in the register of members/list of beneficial owners as at 17 June 2022.
Limited, C/o. Regus CBD, L-9, Raheja The Annual Report and the Notice of the AGM is available on the website of the Company; www.mphasis.com and
Towers, East Wing, No.26/27, MG Road,
also on the website of the National Stock Exchange of India Limited (NSE) www.nseindia.com and the BSE Limited,
Bengaluru - 560001
www.bseindia.com.
Editor : Shailesh Dobhal The Company is pleased to provide e-voting facility to the Members to exercise their right to vote through electronic means
RNI NO: 71187/1998 (remote e-voting) on all resolutions as set out in the said Notice and has engaged National Securities Depository Limited
Readers should write their feedback at (NSDL) as the agency to provide the e-voting facility. The manner of voting remotely for shareholders holding shares in
[email protected] dematerialized mode, physical mode and for shareholders who have not registered their email addresses is provided in the
Ph: 080-22484968 Fax : 080-22484967 Notice being sent to the shareholders.
For Subscription and Circulation Those members who are present in the AGM through VC and had not cast their votes on resolutions through remote e-voting
enquiries please contact: and are otherwise not barred from doing so, shall be eligible to e-vote during theAGM.
Ms. Mansi Singh Shareholders holding shares in demat mode are requested to contact their Depository Participant (“DP”) and register their
Head-Customer Relations e-mail address as per the process advised by their DP. Shareholders holding shares in physical mode are requested to
Business Standard Private Limited. furnish their e-mail address and mobile number with the Company's Registrar and Share Transfer Agent viz., Integrated
H/4 & I/3, Building H,Paragon Centre, Opp. Registry Management Services Private Limited at [email protected]. Members holding shares in physical form or who
Birla Centurion, P.B.Marg, Worli, have not registered their e-mail address with the Company can cast their vote through remote e-voting or e-vote during
Mumbai - 400013 AGM by following the below process for obtaining the e-voting credentials:
E-mail: [email protected]
“or sms, REACHBS TO 57575 1. In case shares are held in physical mode, provide the folio No., name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
No Air Surcharge Aadhar Card) by email to [email protected] .
2. In case shares are held in demat mode, provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name of
shareholder, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy ofAadhar Card) to [email protected] .
3. Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and Password by
providing the details mentioned in Point (1) or (2) as the case may be.
Branch Office : Banashankari, In compliance with Section 108 of the Companies Act, 2013 and rules thereunder, as amended, and SEBI (Listing obligations
UCO BANK
(A Govt. of India Undertaking)
#4010, K.R.Road, BSK 2nd Stage,
Bangalore - 560 070. Phone : 080 –26772057.
E-mail: [email protected]
and Disclosure Requirements) Regulations, 2015, Mr. S P Nagarajan (PCS 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:
The following Borrowers have availed loan facility by pledging Gold Ornaments in
Banashakari Branch and failed to redeem the same within the stipulated loan period IAPM Department,
in spite of reminder notices. Therefore, the same will be sold in public Auction on Date of completion of dispatch of Notice Thursday, 23 June 2022
07.07.2022 at 03.00 p.m. in our branch Premises in the above noted address. This Zonal Office Mumbai,
Public Notice is also a notice to the borrowers and applies to Legal Heirs of the Cut-off date for remote e-voting Thursday, 14 July 2022 1st Floor, National Business Centre,
deceased borrowers, If any : Bandra Kurla Complex, Bandra (E) Mumbai- 400051
Name of the Amount The date and time of commencement of remote e-voting Saturday, 16 July 2022 at 9.00AM
Sl No Account No. Gross Wt (Excluding unapplied Ref. No: JKB/ZOM/IAPMD/2022/448 Dated: 22.06.2022
Borrower interest and charges) Closing of remote e-voting Wednesday, 20 July 2022 at 5.00 PM
1 Ramesh K Rao 16410610033425 85.200 gm Rs.2,37,000/-
E-AUCTION/SALE NOTICE
Declaration of results of voting The results will be declared forthwith, upon receipt of Public Notice For Sale of Properties Mortgaged to the Bank
2 Ramachandra H V 16410610040065 63.600 gm Rs.1,79,368/-
scrutinizer’s report within 48 hours from the date of the under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (Sarfaesi) Act 2002
3 Sashidhara N 16410610039618 12.400 gm Rs.31,287/- Whereas, the Authorized Officer of The Jammu & Kashmir Bank Ltd in exercise of powers conferred under SARFAESI Act,
AGM i.e. before Saturday, 23 July 2022, before 5 pm
4 Sumalatha 16410610034934 40.600 gm Rs.1,39,600/- 2002 and Security Interest (Enforcement) Rules, 2002, issued a Demand Notice 09-07-2021 calling upon, Mr. Mohammed
and placed at the registered office of the Company,
5 Nagaraju K 16410610034569 28.100 gm Rs.68,810/- Mphasis Limited, Bagmane World Technology Center, Imrath Khan, Tasmiya Khan, and Afsari Begum Khan for payment of its dues aggregating to Rs. 53,08,206.27 (Rupees
6 Nagaraju K 16410610034378 38.200 gm Rs.1,20,943/- Marathahalli Outer Ring Road, Doddanakhundi Fifty Three Lacs Eight Thousand Two Hundred Six and Twenty Seven paisa only) as on 30-06-2021
7 Ramachandra H V 16410610038345 66.000 gm Rs.1,79,500/- Village, Mahadevapura, Bengaluru – 560 048 and also together with future interest and other cost and charges within a period of 60 days.
A. The Bank does not guarantee the weight or purity of the Jewellery / Ornaments / at the Corporate Office of the Company “Bagmane Whereas, the Authorized Officer has taken possession of the mortgaged properties mentioned hereinafter under section
Coins, either of its gold contents or otherwise. B. The jewel is available for inspection Laurel”, Bagmane Technology Park, Byrasandra 13 (4) of SARFAESI Act 2002 on 10-11-2021 Consequent upon failure by the borrower to repay the Bank's dues, the
by the intending bidders on 06.07.2022 between 10.00 a.m to 1.00 p.m in the Bank.
C. The intending purchasers shall make an earnest money deposit of 25% of Reserve Village, C V Raman Nagar, Bengaluru - 560 093. Authorized Officer in exercise of the powers conferred under Section 13(4) of the Act read with rule 8 to 9 of the Security
price. D. The jewel will be handed over to the highest bidder on payment of the Further the results will be hosted on the website of the Interest (Enforcement) Rules, 2002 notified the sale of the Secured Asset for realization of the dues on "as is where is
balance amount within 24 hours or on the next working day of the Bank during its Company at www.mphasis.com despite of being
business hours. E. If the successful bidder fails to pay the amount, the bidder shall
and/or as is what is and whatsoever there is, basis" and "no complaint basis" condition.
forfeit the earnest money and the jewel may be resold within 30 days from that date hosted on the website of the Stock Exchanges. Whereas, I the named Authorized Officer in exercise of the powers conferred under Section 13(4) of the Act read with rule 8 to
and shortfall if any in excess of the earnest money deposit shall be recoverable from 9 of the Security Interest (Enforcement) Rules, 2002 again notifies the sale of the Secured Asset detailed herein for realization
the bidder who has successfully bid at the earlier auction but did not take delivery of The Notice of theAGM is uploaded on the website of theAgency, NSDL at https://www.evoting.nsdl.com/. of the dues on "as is where is and/or as is what is and whatsoever there is, basis" and "no complaint basis" condition.
the jewel against payment. F. It shall be lawful for the Bank to stop the auction at any
stage without assigning any reason thereto in which case the earnest money shall be Notice is also hereby given that the Register of Members and Share Transfer Books of the Company will remain closed from
Name of the Borrower(s)/ Mortgagor(s)/ 1) Mohammed Imrath Khan, Tasmiya Khan & Afsari Begum Khan
returned to whoever makes the deposit. Thursday, 7 July 2022 to Thursday, 21 July 2022 (both days inclusive).
Date : 23.06.2022 Branch Manager Guarantor(s) R/o. 9F-1, Rahat Villa, Benson Town, Bangalore North, Bangalore-560046.
Shareholders may note that the Board of Directors in their meeting held on 28 April 2022 has recommended a dividend of
Place : Bangalore UCO Bank Amount in Demand Notice Rs.53,08,206.27 (Rupees Fifty Three Lacs Eight Thousand Two Hundred Six
Rs.46/- per equity share.The dividend once approved by the shareholders in the ensuing AGM will be paid (subject
to deduction of taxes at source as per the Income-TaxAct, 1961) electronically to those shareholders who have updated their Amount Due on 31.05.2022 (Excluding and Twenty Seven paisa only)
interest from 01.06.2022 and other expenses Rs.56,72,906.27 (Rupees Fifty Six Lacs Seventy Two Thousand Nine
bank account details. Members holding shares in electronic form, who have not registered their bank particulars are
from Date of NPA) Hundred Six and Twenty Seven paisa only)
requested to update the same with their respective Depositories and members holding shares in physical form are requested
to update their bank particulars to the Company's Registrar and Share Transfer Agents at [email protected] to enable Description of the mortgaged asset All that piece and parcel of residential site bearing No.69, BBMP New No.
(Put on sale) 28/1-2, PID No.85-6-28/1-2,situated at Wheeler Road, Cox Town, Bangalore-
the Company to disburse the dividend to your bank account directly.
560005 now comes under Bruhut Bengaluru Mahanagra Palike ward No.85
In respect of the shareholders who have not updated their bank account details, the dividend warrants/ demand drafts / (Sarvagna nagar) in all measuring 1348 Square feet standing in the name of
cheques will be dispatched to the shareholders at their registered addresses. However, if the postal facility is not fully Mohammed Imrath Khan, Tasmiya Khan & Afsari Begum Khan.
functional in the Country due to any pandemic, the same will be dispatched when the postal facility is fully functional.
Reserve Price Rs.80,36,000/- (Rupees Eighty Lacs Thirty Six Thousand Only).
Shareholders may note that the Income-Tax Act, 1961 (Act), as amended by the Finance Act, 2020, mandates that the
dividends paid or distributed by a Company,on or after April 1, 2020, shall be taxable in the hands of shareholders. Earnest Money Deposit (EMD) Rs.8,03,600/- (Rupees Eight lacs Three thousand Six Hundred only)
The Company shall therefore deduct tax at source (TDS) at the time of making the payment of final dividend. Bid Increase Amount Rs.1.00 Lac (One Lac only)
The shareholders are requested to note the following in this regard. Name of the Branch The Jammu And Kashmir Bank Ltd, Kammanhali, Bangalore
For Resident Shareholders, taxes shall be deducted at source under Section 194 of theAct, as follows – Authorized Officer/Designation Mr. Arjun Singh Rathore / Chief Manager
Last Date & Time of submission of Bid, Earnest 06.07.2022 Before 4:00 PM
Shareholders having valid PAN 10% or as notified by the Government of India Money Deposit (EMD) and Documents
Shareholders not having PAN / valid PAN 20% or as notified by the Government of India Date and Time of e-Auction 08.07.2022 from 2:30 PM to 3:30 PM.
as per section 206AA of the Income Tax Act Earnest Money Deposit (EMD) & Other THE JAMMU AND KASHMIR BANK LTD, Business Unit: Kammanhali,
Shareholders who have not furnished the Income Tax Higher rate of tax as notified by the Government of Remittance/s detail/s by RTGS to Account IFSC Code: JAKA0KAMMAN, Ac. No: 0911072000000001 in the Name of
Returns for the (“FY”) 2020-21 (AY2021-22) within the India as per section 206AB of the Income Tax Act. Number RTGS Inter-Bank Receipts.
timelines prescribed under section 139 (1) of the TERMS AND CONDITIONS
Income Tax Act and aggregate of tax deducted at 1) The E-Auction is being held on "AS IS WHERE IS" and "AS IS WHAT IS BASIS" and "WHATSOEVER THERE IS
source is Rs.50,000 or more, in FY 2020-21.
BASIS and NO COMPLAINT BASIS". To the best of knowledge and information of the Authorized officer, there are no
However, no tax shall be deducted on the dividend payable to a resident individual shareholder if the total dividend to be encumbrances on the properties, except specifically disclosed herein. However, the intending bidders should make their
received by them during Financial Year 2022-23 does not exceed Rs. 5,000 in aggregate across all holdings in the Company own independent enquiries regarding the encumbrances, title of property/ies put on auction and claims/rights/dues affecting
and also in cases where shareholders provide Form 15G / Form 15H (applicable to an Individual resident shareholder with the property, prior to submitting their bid. The Authorized Officer/Secured Creditor shall not be responsible in any way for
age of 60 years or more) subject to conditions specified in the Act. Resident shareholders may also submit any other any third party claims/rights/dues. The bidders shall satisfy themselves as to the description, condition or accuracy of the
document as prescribed under the Act to claim a lower/Nil withholding tax. PAN is mandatory for shareholders providing details regarding the property/ies given hereinabove.
Form 15G/15H or any other document as mentioned above. 2) It shall be the responsibility of the bidders to inspect and satisfy themselves about the asset and specification before
For Non-resident Shareholders (excluding FPIs/FIIs), taxes are required to be withheld in accordance with the provisions submitting the bid. The physical inspection of property/ies put on auction will be permitted to interested bidders on Bank's
of Section 195 and other applicable sections of the Act, at the rates in force. The withholding tax shall be at the rate of 20% working days between 2:00 PM to 4:00 PM up to 06.07.2022 with prior permission of the Authorised officer. Inspection of
(plus applicable surcharge and cess) or as notified by Government of India on the amount of dividend payable. Non-resident the documents relating to the properties will be permitted to the interested bidders or their authorized representatives at
shareholders (including FPIs / FIIs), have the option of being governed by the provisions of the Double Taxation Avoidance BU Kammanhali, Bangalore, between 2.00 PM to 4.00 PM up to 06.07.2022. The bid price shall be absolute in terms and
Agreement (DTAA) between India and their country of tax residence, if the provisions of the DTAA are more beneficial to should not be linked to any reference. Conditional bids shall be rejected.
them. For this purpose, i.e., to avail the benefits under the DTAA, non-resident shareholders will have to provide 3) The interested bidders shall submit their offer along with EMD through website https://sarfaesi.auctiontiger.net (the user
the following: ID and password can be obtained free of cost by registering name with "https://sarfaesi.auctiontiger.net") through their
• Copy of the PAN Card allotted by the Indian Income TaxAuthorities duly attested by the shareholder. login ID and Password. The EMD 10% of RESERVE PRICE shall be payable through NEFT/RTGS (EMD remittance
• Copy of Tax Residency Certificate (TRC) for FY 2022-23, obtained from the revenue authorities of the country of tax details given above) on or before 06.07.2022. Please note that Cheques/Demand Drafts shall not be accepted as EMD amount.
residence, duly attested by shareholder. 4) After Registration by the bidders in the web-site, the intending purchaser/ bidder is required to get the copies of following
• Self-declaration in Form 10F for FY 2022-23. documents uploaded in the web-portal before last date of submission of the bid(s) viz. i) Copy of the NEFT/RTGS challan.
ii) Copy of PAN card/Aadhar Card iii) Proof of identification (KYC) viz. copy of Voter ID Card/Driving License/ Passport etc.
• Declaration to establish the genuineness of applicability of treaty provisions including provisions of General iv) Copy of proof of address, v) Duly Filled up & Signed Copy of Annexure II & III attached to the Tender form, without
Anti-Avoidance Rules and Multilateral Instruments. which the bid is liable to be rejected.
• Self-declaration by the shareholder of having no Permanent Establishment in India in accordance with the applicable Tax 5) The Interested bidders who require assistance in creating login ID and password, uploading data, submitting bid, training
Treaty. on e-bidding process etc., may avail online training on E-Auction from M/s E-Procurement Technologies Ltd. (Auctiontiger),
• In case of foreign company/entity, self-declaration that you do not have a permanent establishment in India, nor do you Ahmadabad. Contact Number: 079-68136805/68136837 Mobile Number: 9265562821,9374519754 Contact Person
have a place of effective management in India for FY 2022-23. Mr. Ram Sharma Mob No: 9978591888 Contact no. 079-68136880/68136837, E-mail id: [email protected]/
Shareholders are requested to upload the aforementioned documents at https://www.integratedindia.in/ [email protected], and for any property related query may contact Branch Head BU Kammanhali, Bangalore
ExemptionFormSubmission.aspx on or before 10 July 2022 before 5:00 pm.No communication would be accepted from Mr. Rakesh Kumar Dassi Mob No: 9868976051 E-mail id: [email protected].
shareholders after 10 July 2022 regarding the tax withholding matters. 6) Only buyers holding valid User ID/Password and confirmed payment of EMD through NEFT/RTGS shall be eligible for
participating in the online auction process.
For Mphasis Limited 7) The interested bidders who may have submitted their EMD not below the 10% of reserve price through online mode
Sd/- before 4.00 P.M. on 06-07-2022 shall be eligible for participating in the e-auction. The e-auction of above properties would
Bengaluru Subramanian Narayan be conducted exactly on the scheduled date & time as mentioned above by way of inter-se bidding amongst the bidders.
23 June 2022 Senior Vice President and Company Secretary
The bidders shall improve their offer in multiple of amount mentioned under the column "Bid Increase Amount" against the
NOTES: Property. In case bid is placed in the last 5 minutes of the closing time of the e-auction, the closing time will automatically
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE get extended for 5 minutes (subject to unlimited extensions of 5 minutes each). The bidder who submits the highest bid
PROXIES TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND A PROXY SO (not below the reserve price) on closure of online auction shall be declared as successful bidder and a communication to
APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. PURSUANT TO THE MCA CIRCULARS, PROVISION that effect will be issued through electronic mode which shall be subject to approval by the Authorized Officer and Secured Creditor.
FOR APPOINTMENT OF PROXIES BY THE MEMBERS ARE NOT BE AVAILABLE FOR THE AGM HELD THROUGH 8) The Earnest Money Deposit (EMD) of the successful bidder shall be retained towards part sale consideration and the
VC. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXY FOR THIS AGM HAS NOT BEEN PROVIDED EMD of unsuccessful bidders shall be refunded. The Earnest Money Deposit shall not bear any interest. The successful
TO THE MEMBERS AND THE PROXY FORM IS NOT ANNEXED TO THIS NOTICE. bidder shall have to deposit 25% of the sale price, adjusting the EMD already paid, within 48 hours of the acceptance of
2. Any person, who acquires shares and becomes a member of the Company after dispatch of the Notice may obtain the bid price by the Authorized Officer and the balance 75% of the sale price on or before 30th day of the sale or within such
login ID and password by sending a request at [email protected] or [email protected] and shall be entitled for extended period as agreed upon in writing by and solely at the discretion of the Authorized Officer. In case of default in
availing remote e-voting facility or e-voting at the AGM. However, the vote of member will be considered only if such payment by the successful bidder, the amount already deposited by the Bidder shall be liable to be forfeited and the
person is a member of the Company as at the cut-off date i.e., 14 July 2022. A person who is not a member as on the property shall be put to re-auction and the defaulting bidder shall have no claim/right in respect of property/amount.
cut-off date should treat this Notice for information purposes only. 9) The prospective qualified bidders may avail online training on e-auction from M/S E-Procurement Technologies Ltd. prior to
the date of e-auction. Neither the Authorized Officer/Bank nor M/s. e-procurement technologies Ltd shall be liable for any net-
3. Any queries or grievances connected with the remote e-voting process, may please be addressed to
work problem and the interested bidders to ensure that they are technically well equipped for participating in the e-Auction event.
Mr. Subramanian Narayan, Senior Vice President and Company Secretary, Mphasis Limited, Bagmane World
10) The purchaser shall bear the applicable stamp duties/additional stamp duty/transfer charges, fees etc. and also all the
Technology Center, Marathahalli Outer Ring Road, Mahadevapura, Doddanakhundi Village, Bengaluru – 560 048,
statutory/non statutory dues, taxes, rates, assessments, charges, fees etc. owing to anybody. The successful bidder shall
Ph:+91-080-67504613 or e-mailed to [email protected] or [email protected].
have to bear any tax on account of the sale over and above the bid amount.
4. The remote e-voting module shall be forthwith blocked by NSDL at 5.00 pm on Wednesday, 20 July 2022 and remote
11) The Authorized Officer is not bound to accept the highest offer and the Authorized Officer has the absolute right to
e-voting shall not be allowed beyond the aforesaid date and time.
accept or reject any or all offer(s) or adjourn/postpone/cancel the e-auction without assigning any reason thereof.
5. A member may participate at the AGM through VC facility even after exercising their right to vote through remote e-voting 12) The bidders are advised to go through the detailed terms and conditions of e-auction available on the website of M/S
but shall not be entitled to vote again at theAGM. E-Procurement Technologies Ltd. https://sarfaesi.auctiontiger.net before submitting their bids and taking part in e-auction.
13) Participation in the bid shall be deemed to be acceptance of the terms and conditions specified in the e-auction by the
bidders/intending purchaser.
STATUTORY 15 DAYS SALE NOTICE UNDER RULE 8 (6) READ WITH RULE 9 OF THE SARFAESI ACT, 2002
The borrower(s)/guarantor(s)/mortgagor(s) are hereby notified to pay the sum as mentioned above along with upto date
interest and ancillary expenses before the date of e-auction and get the property redeemed, failing which the property will
be auctioned/sold and balance dues if any will be recovered with interest and costs.
Date: 22.06.2022, Place: Kammanhali Sd/- Mr. Arjun Singh Rathore, Authorized Officer
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23 June 2022
The Manager The Manager

BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No.C/1, G Block,
Dalal Street, MUMBAI -400 001 Bandra-Kurla Complex, Bandra (E),
Mumbai – 400 051
Dear Sir,
Sub:- Business Responsibility and Sustainability Report for the year ended 31 March 2022
We refer to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) and enclose the Business Responsibility and Sustainability Report under Regulation 34(2)(f)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for year ended
31 March 2022.
We request you to kindly take the above on record as per the provisions of Listing Regulations.
Thanking You,
Yours faithfully,
For Mphasis Limited
Subramanian Narayan
Senior Vice President and Company Secretary
Encl: As above
Business
Responsibility and
Sustainability
Report
2021-22
Mphasis Limited
Contents
Section A General disclosures
Section B Management and process disclosures
Principle-wise performance disclosure

Businesses should conduct and govern themselves with integrity, and in a manner that is
Principle 01
ethical, transparent, and accountable
Principle 02 Businesses should provide goods and services in a manner that is sustainable and safe
Businesses should respect and promote the well-being of all employees, including those in
Principle 03
their value chains
Section C Principle 04 Businesses should respect the interests of and be responsive to all their stakeholders
Principle 05 Businesses should respect and promote human rights
Principle 06 Businesses should respect and make efforts to protect and restore the environment
Businesses when engaging in influencing public and regulatory policy should do so in a
Principle 07
manner that is responsible and transparent
Principle 08 Businesses should promote inclusive growth and equitable development
Principle 09 Businesses should engage with and provide value to their consumers in a responsible manner
2
Section A: General Disclosures

Details
1. Corporate Identity Number (CIN) of Company L30007KA1992PLC025294

2. Name of the Company Mphasis Limited
3. Year of incorporation 1992
Bagmane World Technology Center, Marathahalli Outer
4. Registered office address Ring Road, Doddanakundi Village, Mahadevapura,
Bengaluru- 560 048, India
Bagmane World Technology Center, Marathahalli Outer

5. Corporate address Ring Road, Doddanakundi Village, Mahadevapura,
Bengaluru- 560 048, India
6. E-mail [email protected]
7. Telephone +91 8067504613
8. Website www.mphasis.com
9. The financial year for which reporting is being done 2021-22
10. Name of the stock exchange(s) where shares are listed NSE & BSE
11. Paid-up capital ₹ 1,878.18 million
Mr. Subramanian Narayan
Name and contact details of the person who may be Senior Vice President & Company Secretary
12.
contacted in case of any queries on the BRSR report Telephone: +91 9916580808
E-mail id: [email protected]
Disclosures made in this report are on a standalone
13. Reporting boundary
basis and pertain to Mphasis Limited.
Products/services
14. Details of business activities (accounting for 90% of the turnover):
Description of the main activity Description of business activity % of turnover
Computer programming and related Computer programming and related activities (IT consultancy,
100%
activities Information and communication services, etc.)
15. Products/services sold by the entity (accounting for 90% of the entity’s turnover):
S. No. Description of the main activity NIC Code % of turnover contributed
1 Computer programming and related activities 6,201 100%
3
Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total

National 21 7
Not applicable
International 39 20
*Please note these facilities/offices and locations include Mphasis Ltd and all its subsidiaries.
17. Markets served:
a. Number of locations:
Locations Number
National (No. of states) 7
International (No. of countries) 20
• Mphasis has business activities in 7 National locations: Bengaluru, Chennai, Hyderabad, Mangalore, Mumbai, Noida, and Pune
• Mphasis has business activities in 20 International locations: Australia, Belgium, Canada, China, Costa Rica, France, Germany, Hungary,
Ireland, Japan, Malaysia, Mexico, Netherlands, Poland, Singapore, Sweden, Switzerland, Taiwan, United Kingdom, and The United States of
America.
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Mphasis Limited's export sales percentage is 92% for FY22.
c. A brief on types of customers
Mphasis purposes to be the “Driver in Driverless Car”, by providing next-generation design, architecture, and
engineering services, to deliver scalable and sustainable software and technology solutions to clients. 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. We provide our services to
clients from banking and capital markets, insurance, healthcare & life sciences, airlines, and more.
• Note: For more information on our customers is available on our company website: www.mphasis.com
Employees
18. Details as of the end of the financial year:
a. Employees and workers (including differently-abled):
Total Male Female

S.No Particulars
(A) No. (B) % (B/A) No. (C) % (C/A)
Employees
1. Permanent (D) 12,749 9,619 75.45% 3,130 24.55%
2. Other than permanent (E) - - - - -
3. Total employees (D + E) 12,749 9,619 75.45% 3,130 24.55%
Workers
4. Permanent (F) 14,421 8,169 56.65% 6,252 43.35%
5. Other than permanent (G) 644 440 68.32% 204 31.68%
6. Total workers (F + G) 15,065 8,609 57.15% 6,456 42.85%

4
b. Differently-abled employees and workers

S. No Particulars Total Male Female
(A)
No. (B) % (B/A) No. (C) % (C/A)
Differently abled employees
1. Permanent (D) 23 19 82.61% 4 17.39%
2. Other than permanent (E) 0 0 0 0 0
3. Total employees (D + E) 23 19 82.61% 4 17.69%
Differently abled workers
4. Permanent (F) 24 19 79.17% 5 20.83%
5. Other than permanent (G) 0 0 0 0 0
6. Total workers (F + G) 47 38 80.85% 9 19.15%
19. Participation/inclusion/representation of women
No. and % of females

Total (A)
No. (B) % (B/A)
Board of Directors 12 3 25%
Key Management Personnel refer note 3 0 0%
• Note: Mphasis executive committee has one woman member.
20. Turnover rate for permanent employees and workers
Mphasis has taken a multi-pronged approach towards workforce retention. To retain and attract the workforce, we
provide upskilling opportunities, promotions, benefits and rewards, and long-term incentives to all. The turnover rate of
Mphasis is par with the Indian IT sector turnover rate.
Holding, subsidiary and associate companies (including joint ventures)
21. (a) As of March 31, 2022
Holdings/subsidiary/associate/
S. No. Name % of shares held
joint venture
1 BCP Topco IX Pte. Ltd Holding 55.80%
2 Mphasis Software and Services (India) Private Ltd. Subsidiary 100%
3 Msource (India) Private Limited Subsidiary 100%
4 Mphasis Corporation Subsidiary 100%
5 Mphasis Deutschland GmBH Subsidiary 91%
6 Mphasis Australia Pty. Ltd Subsidiary 100%
7 Mphasis (Shanghai) Software and Services Co. Ltd. Subsidiary 100%
8 Mphasis Consulting Limited Subsidiary 100%
9 Mphasis Europe B.V. Subsidiary 100%
10 Mphasis UK Limited Subsidiary 100%
11 Mphasis Pte Ltd Subsidiary 100%
12 Msource Mauritius Inc. Subsidiary 100%
13 Mphasis Ireland Ltd Subsidiary 100%
14 Mphasis Belgium BVBA Subsidiary 100%
15 Mphasis Lanka (Private) Limited Subsidiary 100%
16 Mphasis Poland Sp.zoo Subsidiary 100%
17 Mphasis Infrastructure Services Inc. Subsidiary 100%
18 PT. Mphasis Indonesia Subsidiary 100%
19 Mphasis Wyde Inc Subsidiary 100%
20 Wyde Corporation Subsidiary 100%
21 Wyde Solutions Canada Inc. Subsidiary 100%
22 Mphasis Wyde SASU Subsidiary 100%
23 Mphasis Philippines Inc. Subsidiary 100%
5
24 Digital Risk, LLC Subsidiary 100%

25 Digital Risk Mortgage Services, LLC Subsidiary 100%
26 Digital Risk Valuation Services, LLC Subsidiary 100%
27 Investor Services, LLC Subsidiary 100%
28 Stelligent Systems LLC Subsidiary 100%
29 Datalytyx Limited Subsidiary 100%
30 Dynamyx Limited Subsidiary 100%
31 Datalytyx MSS Limited Subsidiary 100%
Mphasis Digi Information Technology Services (Shanghai)
32 Subsidiary 100%
Limited
33 Blink Interactive, Inc. Subsidiary 100%
34 Redshift Digital, Inc. Subsidiary 100%
51% with 100%
35 Mrald Limited Subsidiary
economic benefits
36 Mrald Services Limited Subsidiary 100%
37 Mphasis Solutions Services Corporation Subsidiary 100%
(b) Do the entities indicated in the above table participate in the business responsibility initiatives of the listed entity?
(Yes/No)
Yes, Mphasis's business responsibility and sustainability policies extend to its subsidiary companies, and they
participate in our business responsibility and sustainability initiatives in line with our policies. Mphasis subsidiaries are
integrated within the core culture of ‘One Mphasis’, which ensures the same belief system at all levels while engaging
in the business.
CSR details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013 : Yes
(ii) Turnover (in ₹) : 73,895.54 million
(iii) Net worth (in ₹) : 44,476.49 million
Transparency and disclosures compliances
23. Complaints/grievances on any of the principles (principles 1 to 9) under the National Guidelines on
Responsible Business Conduct (NGBRC):
Stakeholder group from Grievance Redressal Mechanism FY 2021-22 FY 2020-21
whom the complaint is in Place (Yes/No)
received If Yes, then provide web-link for the Number of Number of Number of Number of
grievance redress policy complaints filed complaints complaints filed complaints
during the year pending during the year pending
resolution at resolution at
the close of the the close of the
year year
Communities* Yes Nil Nil Nil Nil
Investors Yes, Shareholder’s grievance can Nil Nil Nil Nil
(other than be sent through email to the
shareholders) following designated email id:
[email protected]
Shareholders Yes 3 Nil Nil Nil
Employees and workers Yes, Mphasis has a Whistleblower 25 Nil 9 Nil
Customers** Policy to enable our stakeholders Nil Nil 2 Nil
Value chain partners who observe unethical practices 2 Nil 1 Nil
(whether or not a violation of the
law), to approach the
whistleblower custodian without
revealing their identity if they
choose to do so.
There are various channels to
report actual or suspected fraud or
6
Stakeholder group from Grievance Redressal Mechanism FY 2021-22 FY 2020-21

whom the complaint is in Place (Yes/No)
received If Yes, then provide web-link for the Number of Number of Number of Number of
grievance redress policy complaints filed complaints complaints filed complaints
during the year pending during the year pending
resolution at resolution at
the close of the the close of the
year year
violation of the company’s Code of
Conduct or Ethics Policy i.e.,
through:
• E-mail to the whistleblower office at:
[email protected]
• Written complaints can be dropped
off at the whistleblower drop box at
the respective company location
• Complaints can be recorded through
the whistleblower hotline
The policy is available on the
Mphasis website:
https://www.mphasis.com/home/co
rporate/whistleblower.html
Others Mphasis has an empowered Nil Nil 4 Nil
(violation of code of corporate investigation team that
business conduct and supports all the above
ethics) functionaries in investigating most
of the complaints thoroughly and
professionally. The investigation
team is staffed with qualified
investigators and has its forensic
lab.
• *Mphasis directly works with the implementation partners who address grievances of the communities we work with.
• **Mphasis conducts regular CSAT surveys. We also have a contact us form on the website, where we can receive feedback or requests for
responses.
24. Overview of the entity’s material responsible business conduct issues.

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along with its financial implications, as per the following format:
Mphasis conducted its first comprehensive materiality assessment in FY 2020-21 to identify our ESG related material
topics. The main goal of the identification of material issues is to understand ESG parameters that could have a potential
impact on our business as well as our stakeholders. This outcome guides our company in further improving our
stakeholder agenda, disclosures, and informs our ESG strategy development.
S. No. Material issue Indicate whether The rationale for identifying the In case of risk, approach to Financial implications
identified risk or opportunity risk/opportunity adapt or mitigate of the risk or
(R/O) opportunity (Indicate
positive or negative
implications)
1 Diversity at Opportunity • A diverse workplace is an Positive:
workplace inclusive environment that Not a risk A pool of diverse
provides equal rights and workforce of different
opportunities for all genders, ages and
employees and helps in ethnicities,
building an equitable society. nationalities, socio-
• A greater diversity across economic
genders and ethnicity is backgrounds,
strongly correlated to a religious beliefs,
greater level of inclusiveness cultural practices,
(broadening mindset on and sexual
acceptance of the third orientation will enable
gender, unconventional Mphasis to develop
biases in ethnicity, race and its services further
7
equality while transforming and mitigate

our thoughts and actions at a operational risks.
personal and professional
level), improved propositions
and productivity enabling Diversity in the
value creation. workforce brings new
• At Mphasis, our true north is perspectives,
to build an inclusive and experiences and
diverse workplace using 3 ideas which enables
tenets- Invest, Inspire and innovation, increases
Involve to attract, develop, performance and
and retain the best talent in enables a positive
an environment that fosters culture in the
organization.
high performance.
2 Digitization Opportunity • It is imperative to implement Positive:
digital technologies to go Not a risk Digitization can lead
green, remain efficient, boost to improved sales,
productivity, be competitive productivity and
in the market, and raise profit employment which
margins. impact the
company’s
• Digitization of Company performance and
operations contributes to impact compared to
increased efficiency and its peers
productivity, reduction in
paper consumption, lower
operational costs,
increased transparency,
and faster decision
making. This in turn
enhances customer
experience and increases
employee morale.
• At Mphasis, digitization
has improved our
approach to employee
skill development
(TalentNext) and
Infragraph solution and
service transformation
(Intelligent automation
framework and software).
• Additionally, Mphasis has
expanded its digital
offerings to address the
evolving customer needs
and expectations to
accelerate end-to-end
digitization and provide
them with modern
applications and
infrastructure to improve
cybersecurity,
significantly accelerate
automation and reduce
overall costs
3 Cyber /IT Risk • The IT services sector is a Risk mitigation Negative:
System Security highly targeted sector year approach: Mphasis has access
and Resilience after year. 1. Data Privacy Officer to sensitive data,
• Improper data and systems (DPO) addresses such as personal
management can have a information of
queries with regards to stakeholders,
major reputational impact on the Data Subject customer data etc.
companies such as Mphasis, Access Requests Poor data security
as employees and other (DSAR), stakeholder management could
stakeholders lose trust in the grievances and thus result in legal
Company’s ability to and reputational risks
safeguard sensitive for Mphasis.
8
information. Additionally, breaches regarding

data breaches can have personal data.
significant financial impacts. 2. Independent audits are
• IBM's Cost of a Data conducted periodically
Breach report (2021) by internal and
estimates that the external bodies to
average total cost of a validate the
data breach increased by effectiveness of data
10%, from 3.86 to USD privacy controls
4.24 Million, the highest deployed.
average total cost in the 3. Annual training is
17-year history of this made available to all
report. the employees to
raise awareness on
safeguarding their
information and
company-wide
practices.
4 Customer Risk and • The transparency, accuracy, Risk mitigation Positive:
centricity/satisfa Opportunity and comprehensibility of approach: Customer
ction marketing statements, The company has put in satisfaction and
/service descriptions, service place proactive loyalty have a
terms and processes play an measuring mechanisms significant positive
important role in the to gauge the levels of influence on the
relationship between customer satisfaction Company’s
customers and companies. and obtain feedback from profitability. Improved
• Customers should have various perspectives, customer satisfaction
access to accurate and including, the satisfaction can also lead to
adequate information to of the customer with the better business
make an informed present work, growth of opportunities and
purchasing decision. In the account, and growth.
the case of Mphasis, this innovative and cost-
is linked to the disclosure effective solutions Negative:
of reliable information offered by the Company. Consumers can lose
regarding the services. The CSAT surveys are trust in Mphasis’s
conducted and closely reliability to provide
monitored by theproposed quality
Company Board. services, which can
lead to loss of
business
opportunities.
5 Talent attraction Risk and • The attrition rate of the Risk mitigation Positive:
and retention opportunity IT/tech sector is 14.6%, approach: A lower attrition rate
which is higher than the 1. Mphasis categorizes will lead to reduced
country's average of 13.1% employees into Critical costs incurred from
(Salman P, 2021). A higher Risk, High Risk, and hiring and training
attrition rate can lead to a Low-Risk profiles. The new recruits.
higher cost incurred from the Company has well-
onboarding and recruitment Negative:
established mitigation
of replacement talent. Mphasis relies
plans like role/project heavily on human
Training the replacement change, and onsite
hires to the same level of capital for the
assignments, in case development of its
productivity as the
of a change of products and
employees who left requires
assigned staff. services that require
additional resource
2. Promotions encourage software developers
investment. The retention
report by the Work Institute the retention of a and continuous
(2017) finds that the cost of capable workforce. research and
turnover can be as high as 3. Mphasis has development.
33% of an employee's annual developed a Therefore, Mphasis’s
salary. remuneration policy ability to attract and
• On the contrary, investing with the main objective retain talent and train
in people development to attract and retain them has a direct
can enable organizations excellent talent. impact on the quality
to realize the skills and of Mphasis's
abilities of their services.
9
workforce, and internal

capabilities to further
expand the business and
create value.
• Mphasis has a platform
that has grown to become
the bedrock of our talent
development initiatives.
Over the years, Talent
Next has matured into a
cognitive automation tool
with a ‘learning
recommendation engine’
and resources for over
750 skills and hosts over
12,000 courses.
6 Energy and Risk and • Digital infrastructure such as Risk mitigation Positive:
emissions Opportunity data centres consume approach: Identifying,
management significant resources -1. Mphasis is investing designing, building
including water and energy - increasing its and implementing
and are large emitters of renewable energy newer business
carbon emissions. It is portfolio by investing models to achieve
estimated that by 2040, data in green technologies, decarbonized energy
centres would emit ~ 6.3% of such as its solar systems for our
global GHG emissions plants(10KW) at its customers which also
compared to the 2016 level improve efficiency
Mangaluru facility.
(Belkhir and Elmegli, 2017). and productivity,
2. Rallying stakeholders
• This could make ICT towards a low-
leading to better
companies face operational customer satisfaction
emission, climate- and business
and reputational issues in the
resilient future outcomes.
coming years.
3. Mphasis has
• Other risks (such as
accelerated its efforts
exposure to physical risks
to phase out ozone- Negative:
of climate change), could
also have significant depleting pollutants Mphasis’s impact is
operational impacts on [NO6]. mainly in the form of
data centres. 4. The company has data storage centres,
also invested in E-waste, and
We ensure managing our energy-saving electricity used in its
customer’s IT Infrastructure interventions such as offices, and direct
seamlessly with unmatched replacing its current and indirect GHG
efficiency. Our offerings help our equipment such as emissions (scope 1,
customers in optimizing production, UPS and air 2, and 3) from its
create decarbonized ecosystems, conditioning units with activities.
and increase the throughput of those with higher
existing assets. energy efficiency.
10
Section B: Management and Process

Disclosures
This section is aimed at helping businesses demonstrate the structures, policies, and
processes put in place towards adopting the NGRBC principles and core elements.
S. No. Principle description
Businesses should conduct and govern themselves with integrity, and in a manner that is ethical,
P1
transparent, and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
Businesses should respect and promote the well-being of all employees, including those in their value
P3
chains
P4 Businesses should respect the interests of and be responsive to all their stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect and make efforts to protect and restore the environment
Businesses when engaging in influencing public and regulatory policy should do so in a manner that is
P7
responsible and transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner
Disclosure questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes

1. a. Whether your entity’s
policy/policies cover each principle
Yes Yes Yes Yes Yes Yes NA Yes Yes
and its core elements of the NGRBCs.
(Yes/No)
b. Has the policy been approved by
Yes
the Board? (Yes/No)
(i) CSR policy: https://bit.ly/corporate-social-responsibility-policy
(ii) Remuneration and nomination policy (Directors):
https://bit.ly/directors-remuneration-policy
(iii) Remuneration and nomination policy (Executive):
https://bit.ly/executive-remuneration-policy
c. Web-link of the policies, if available.
(iv) Whistle-blower policy: https://bit.ly/whistleblower-policy
(v) Standard of business ethics: https://bit.ly/code-of-business-
conduct-policy
(vi) EHS policy: https://bit.ly/EHS-policy
(vii) Data privacy policy: https://bit.ly/dataprivacy-policy
2. Whether the entity has translated
Yes
the policy into procedures. (Yes/No)
3. Do the enlisted policies extend to Yes, adherence to Mphasis policy requirements such as COBC is included
your value chain partners? (Yes/No) in their agreements with their value chain partners.
4. Name of the national and international codes/certifications/labels/standards (e.g. Forest stewardship council,
Fairtrade, Rainforest Alliance, Trustee) standards (e.g. SA 8000, OHSAS, ISO, BIS) mapped to each principle.
Our publicly available Code of Business Conduct (COBC) encourages
Principle 1: Ethics, transparency our people to conduct business lawfully, ethically and in the best interest
of Mphasis.
11
Addressing Anti-bribery and Corruption: To protect the value of

shareholders and tangible and intangible assets of the organization,
Mphasis has implemented an anti-bribery and anti-corruption policy and
training to manage these risks effectively.
ISO Standards: Mphasis is certified with ISO 22301 (International
Standard for Business continuity management system), ISO 37001 (Anti-
bribery management systems), ISO 31000 (Risk management), and the
Indian prevention of corruption act (PCA).
Mphasis designs develops, modernizes, and maintains applications for its
Principle 2: Product and service clients worldwide. We interact with our customers to ensure that the
responsibility products are of the utmost quality. Our Quality Management System is
ISO 9001 certified.
Mphasis complies with the standard COBC, Diversity and Inclusion
Policy, POSH, Health and safety of Employees and ISO 45001(OHS)
certified.
Principle 3: Human resources
Mphasis also has pioneering policies and initiatives such as gender-neutral
bathrooms, health insurance for same-gender couples and women in
technology
Principle 4: Responsive to
Our COBC encourages our people to conduct business lawfully, ethically
stakeholders, particularly the
and in the best interest of Mphasis.
marginalized
Our publicly available COBC encourages our people to conduct business
lawfully, ethically and in the best interest of Mphasis. It explicitly forbids
violations of human rights.
Principle 5: Respect for human rights
Mphasis takes corporate responsibility to address workplace issues such
as working hours, child labour, forced labour, non-discrimination, health
and safety, and the environment.
ISO Standards: Mphasis is certified with ISO 14001:15 certification for the
Principle 6: Environmental facility to strengthen our commitment to reducing the environmental
responsibility impacts within the operations. Also, the building is Leadership in Energy
and Environmental Design (LEED) Gold standard certified.
Principle 7: Public policy advocacy Our COBC complies with Principle 7.
Principle 8: Inclusive growth CSR policy/Health safety and environment policy
Our Information Security Management System (ISMS) complies with ISO
27001 standard and paves a systematic approach to managing and
securing information at Mphasis. This certification assures all concerned
Principle 9: Customer engagement
stakeholders that the company has implemented adequate data protection
and information security measures to mitigate information and cyber
security threats.
Our environmental commitments:
a) To reduce carbon footprint value year on year
b) To reduce electricity consumption year on year
c) To accelerate efforts on improving energy efficiency and phasing out
ozone-depleting substances
Our social commitments:
5. Specific commitments, goals, and a) To build an inclusive and diverse workplace that attracts, develops, and
targets set by the entity retains the best talent in an environment that fosters high performance
b) To recruit as well as empower women, veterans, LGBTQ+ and persons
with disabilities across the organization
Our governance commitments:
a) To reduce the risk of liability of improper conduct such as bribery and
corruption at all levels within our company
b) To proactively assess vulnerabilities and deploy plans to minimize
cyber security incidents.
12
1. In FY 2020-21, the total Scope 1 and Scope 2 emissions per rupee of

turnover were 19,061. The value has been reduced to 18,085 in the
current reporting period
6. Performance of the entity against 2. In FY 2020-21, the total electricity consumption was 23,199.91 MWh
the specific commitments, goals, and and reduced to 21,692.92 MWh in the current reporting period.
targets along with reasons in case the 3. In FY 2020-21, the total energy consumption was 23,380.30 MWh and
same are not met. reduced to 21,807 MWh in the current reporting period.
4. Mphasis has achieved a much more balanced gender ratio in this
reporting year 35:65 (F: M) as considered to last reporting year.
5. Zero bribery and corruption cases during this reporting year
6. Zero cyber security breaches during this reporting year.
Governance, leadership, and oversight
7. Executive chairperson’s statement
Refer to the ‘Message from our CEO’ page- Mphasis - ESG
8. Details of the highest authority

Nitin Rakesh
responsible for implementation and
Chief Executive Officer and Managing Director
oversight of the business responsibility
DIN:00042261
policy/policies
Yes. Mr. Nitin Rakesh’ CEO and MD drive the ESG Vision of the Company.
9. Does the entity have a specified All the ESG related issues/risks are addressed by the Enterprise Risk
committee of the Board/ Director Management Committee while the Audit Committee/Board reviews aspects
responsible for decision-making on such as complaints on Sexual Harassment, whistle-blower concerns and
sustainability-related issues? related issues. The status update of the ESG risk is reported to the Audit
(Yes/No). If yes, provide details. Committee and the Risk Governance and Management Committee.
10. Details of review of NGRBCs by the Company:

- Indicate whether the review was undertaken by the Director/committee
Subject for review of the board/ any other committee
- Frequency (Annually/half-yearly/quarterly any other – please specify)
Business responsibility and sustainability policies of the Company are periodically
Performance against the
reviewed by department/division heads, business heads and the Managing Director.
above policies and follow
During these assessments, the efficacy of the company policies is reviewed and
up action
adequate changes to policies, procedures and internal controls are also implemented.
Compliance with statutory
requirements of relevance
The Company complies with the existing regulations as applicable. There have been no
to the principles, and the
instances of non-compliance.
rectification of any non-
compliances
11. Has the entity carried out an independent assessment/ evaluation of the working of its policies by an
external agency? (Yes/No). If yes, provide the name of the agency.
No, Mphasis does not conduct an independent assessment by external agencies. But all company policies are regularly
monitored and reviewed by respective policy owners.
13
12. If the answer to question (1) above is “No” i.e., not all principles are covered by a policy, reasons to be
stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the
principles material to its business Mphasis considers all the principles material to the business.
(Yes/No)
The entity is not at a stage where it
is in a position to formulate and
No
implement the policies on specified
principles (Yes/No)
The entity does not have the
financial or/human and technical
No
resources available for the task
(Yes/No)
It is planned to be done in the next
financial year (Yes/No) NA
Any other reason (please specify)
14
Section C: Principle-wise
Performance Disclosure
15
Principle 1: Businesses should

conduct and govern themselves with
integrity, and in a manner that is
ethical, transparent, and accountable
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the
financial year:
Segment Total number of training and Topics/principles covered under the training and % of persons in the
awareness programmes its impact respective
held category covered
by the awareness
programmes
The directors have
attended training programs
covering roles, rights,
responsibilities, and the
Training on strategies, statutory duties and
Business model of the
Board of directors responsibilities and, compliance updates are 100%
Company for an average of
provided to the directors.
3.5 hours per director.
(The cumulative hours
since FY 2016 is 42.5
hours)
The Mphasis COBC serves to guide our actions,
which is governed by integrity, honesty, fair
dealing, and compliance with all applicable
laws.
The below-mentioned
The mandatory certification on COBC is
pieces of training are
designed to provide a framework against which
provided to all mentioned
conduct, and behaviour can be measured. It
segments annually.
covers in detail the expected code such as but
is not limited to equal opportunity employer,
COBC (1 Hour)
Key managerial data and people privacy, conflict of interest,
personnel, insider trading, bribery, and improper payment,
100%
Employees other compliance and sanction obligations,
than BoD and intellectual property, human rights, safe and
KMPs, Workers secure work environment, POSH, etc.
Training on POSH covers Mphasis commitment

to providing a safe and secure work
environment, what is sexual harassment, types
POSH (1 Hour) of sexual harassment, workplace and extended
workplace, various case studies, redressal
mechanisms, the principles/Values,
consequences and roles and responsibilities of
employees and employer.
16
IP is a legal concept that refers to creations of

the mind for which exclusive rights are
recognized. This training on IP asset
management familiarizes employees with the
Intellectual Property (IP) definition of IP, their various elements, and
business benefits. This course covers those
forms of IP, that are relevant to an information
technology organization.
Mphasis provides training to all the employees

to raise awareness on safeguarding their
information and company-wide practices. The
training covers aspects such as the
Information Security management’s commitment to information
Management System security, information classification, data privacy,
(ISMS) social media policy guidelines, phishing,
password security, social engineering, business
continuity management, Mphasis security
incident management tool, Mphasis Work from
Home (WFH) – Security policy and overview.
Mphasis data privacy training covers data

privacy statement, key business drivers, types
of personal information, Mphasis privacy
principles, privacy consideration in information
lifecycle, GDPR, data transfer to another
Data Privacy
country, data transfer to data processors (third
parties), data subject access right, data
protection impact assessment, privacy by
design and California Consumer Privacy Act
(CCPA) and California Privacy Rights Act
(CPRA).
BCMS course is a mandatory course that
educates employees on the Mphasis BCM
framework and their R & R. This is part of the
COBC mandatory training that employees need
to undergo upon joining and yearly.
Objectives of the training are to understand the
BCMS concept of business continuity, comprehend the
significance of BCMS for Mphasis, understand
the BCMS framework in our organization,
implications of non-adherence to BCMS,
employee’s role during an outage/disaster,
Covid 19 awareness and business continuity
during the Covid 19 pandemic.
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by

the entity or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in FY21.
There have been no instances of fines and penalties imposed by the Statutory Authorities on the Company.
3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision are preferred in cases where
monetary or non-monetary action has been appealed.
Not applicable.
17
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web link to the policy.
Yes, Mphasis has an Anti-Corruption and Anti-Bribery Policy. The policy articulates our commitment to counter bribery
and corruption risks. Mphasis Anti-Bribery and Corruption Policy enables us to reduce the risk of liability for improper
conduct such as bribery and corruption at all levels within our Company.
• Link to the policy: https://bit.ly/anti-bribery-and-anti-corruption-policy.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/corruption.
FY 2021-22 FY 2020-21
Directors
KMPs
Nil
Employees Nil
Workers
6. Details of complaints with regard to conflict of interest:
There are no complaints received in relation to the conflict of interest against directors and KMPs in the current as well
as in the previous financial year.
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken
by regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not applicable.
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year.
Mphasis does not have specific training programs for its value chain partners. We communicate with our value chain
partners on our company’s responsible practice and Code of Business Conduct. Additionally, Mphasis supplier
communication letter sent to the suppliers which provide details on ethical and legal dealings, POSH Policy and Whistle
Blower Policy.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the
Board? (Yes/No) If Yes, provide details of the same.
Yes, the Mphasis COBC including the Code of Conduct for the directors, mandates adherence to laws and regulations,
including anti-bribery, anti-corruption, and ethical handling of conflicts of interest. The publicly available COBC
encourages our people to conduct business lawfully, ethically and in the best interest of Mphasis. It is a guide that
provides broad direction on how our company must operate and uphold integrity at all times
• Link to the policy: https://bit.ly/code-of-business-conduct-policy .
18

provide goods and services in a
manner that is sustainable and safe
1. Percentage of R&D and capital expenditure (CAPEX) investments in specific technologies to improve
product and processes' environmental and social impacts to total R&D and capex investments made by the
entity, respectively.
Mphasis has an R&D practice with an objective to contribute to increased efficiency of operations and delivery to the
Clients and to ensure sustainability through digitization. Mphasis currently does not measure the percentage of R&D
and capital expenditure investments in specific technologies to improve product and processes' environmental and
social impacts.
2. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes, Mphasis has a procedure in place for sustainable sourcing. We look at the following sustainability factors while
procuring IT assets from their suppliers:
(i) Vendor diversity
(ii) MSMED status
(iii) Yearly revenue
(iv) Quality certification
(v) POSH policies
(vi) ISO certification
(vii) Policy on anti-slavery and human trafficking
(viii) Environmental management
(ix) Policy on the prohibition of child labour
While empanelment of our suppliers, we ensure that all the above-mentioned factors are thoroughly checked. This is
done through a supplier registration form which the vendor must complete.
b. If yes, what percentage of inputs were sourced sustainably?
100% of our suppliers undergo the sustainable procurement procedure of Mphasis.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the
end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Waste type Waste management procedure in place
Plastic (including packaging) Plastic waste is sent to ITC for recycling.
Mphasis has a “Say no to plastic program” which helps to divert waste and
reduce our effects on the local community and, as a result, the climate. It will
necessitate a few minor adjustments to everyday routines, both at home and
at work. Our leadership team, the administration SPOC’s and the CEO took
the challenge to ban single-use plastic at all offices with each one of our
employees to support in becoming the poster child for a plastic-free
organization.
All Mphasis facilities have also resorted to using 100% biodegradable plastic
garbage bags to collect and dispose of wet waste, diverting thousands of
disposable plastic waste in the process.
E-waste Disposed of as per E-waste Management Rules, 2016

Hazardous waste Disposed of as per Batteries (Management and Handling) Amendment
Rules, 2010
Other waste (wastepaper and paper products) Sent to ITC Paper Mills for recycling
19
Mphasis has implemented a visitor management tool to reduce the consumption of paper and waste generation resulting
from security visitor management. The Company’s transport tool ETMS has been integrated with the mobile app for
reducing the paper consumption which is being used to maintain and monitor trip details.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes,
whether the waste collection plan is in line with the EPR plan submitted to Pollution Control Boards?
Yes, EPR applies to the Company’s activities. As a bulk consumer of electronic equipment, the company disposes and
manages the E-waste generated from operations in alignment with the E-waste Management Rules, 2016.
1. Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products (for
manufacturing industry) or its services (for service industry)? If yes, provide details in the following format?
Not applicable to Mphasis.
2. If there are any significant social or environmental concerns and/or risks arising from the production or
disposal of your products/services, as identified in the Life Cycle Perspective/Assessments (LCA) or through
any other means, briefly describe the same along-with action taken to mitigate the same.
3. Percentage of recycled or reused input material to total material (by value) used in production (for
manufacturing industry) or providing services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, the amount (in metric tonnes) reused,
recycled, and safely disposed of.
FY 2021-22 FY 2020-21
Safely Safely
Re-used Recycled Re-used Recycled
disposed disposed
Plastics (including
packaging)
Not applicable to Mphasis
E-waste
Hazardous waste
Other waste
5. Reclaimed products and their packaging materials (as a percentage of products sold) for each product
category.
Not applicable.
20

respect and promote the well-being
of all employees, including those in
their value chains
1. a. Details of measures for the well-being of employees.
% of employees covered by
Accident Maternity
Health insurance Paternity benefits Daycare facilities
Category Total insurance benefits
(A)
Number % Number % Number % Number % Number
% (F/A)
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F)
Permanent employees
Mphasis provides
Male 9,619 9,619 100% 9,619 100% NA NA 9,600 99.8% daycare facilities
for its employees.
Considering 100%
remote work for
the past 2 years
Female 3,130 3,130 100% 3,130 100% 3,127 99.9% NA NA
due to the covid-
19 pandemic, the
company has not
tracked the
Total 12,749 12,749 100% 12,749 100% 3,127 24.5% 9,600 75% utilization of this
benefit.
Other than permanent employees

Male
Female NA
Total
• Maternity benefits are provided to Mphasis employees as per the Maternity Benefits Act 1961.
• As per the classification of employees and workers under Mphasis, we do not have employee classification as “other than permanent
employees.
b. Details of measures for the well-being of workers:

% of workers covered by
Health Accident Maternity Paternity Day care
Category Total insurance insurance benefits benefits facilities
(A) Number % Number % Number % Number Number %
% (E/A)
(B) (B/A) (C) (C/A) (D) (D/A) (E) (F) (F/A)
Permanent workers
Male 8,165 8,165 100% 8,165 100% NA NA 8,165 100%
Yes
Female 6,252 6,252 100% 6,252 100% 6,252 100% NA NA
Refer Note below
Total 14,421 14,421 100% 14,421 100% 14,421 100% 14,421 100%
Other than permanent workers
Male
Health and accidental insurance coverage, parental benefits and other facilities are provided by the
Female
contractors hiring the workers (Other than permanent workers).
Total
Note: Mphasis provides daycare facilities for its employees. Considering 100% remote work for the past 2 years due to the covid-19 pandemic,
the company has not tracked the utilization of this benefit.
21
2. Details of retirement benefits.
FY 2021-22 FY 2020-21
No. of No. of No. of
Deducted and Deducted and
No. of employees workers employees workers
Benefits deposited with deposited with
covered as a % of covered as a covered as a % covered as a
the authority the authority
total employees % of total of total % of total
(Y/N/N.A.) (Y/N/N.A.)
workers employees workers
100% of 100% of India- 100% of

100% of India-
PF India-based Yes based India-based Yes
based employees
employees employees employees
100% of 100% of India- 100% of

100% of India-
Gratuity India-based Yes based India-based Yes
based employees
employees employees employees
4379
6,493
employees
employees are
ESI NA Yes NA are covered Yes
covered based
based on
on eligibility.
eligibility.
Others –
please Nil
specify
3. Accessibility of workplaces
Yes, Mphasis offices are accessible to employees with disabilities, and we conduct regular facility audits to ensure
that the workplace is accessibility friendly.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016?
If so, provide a web link to the policy.
Mphasis complies with all rules and regulations concerning accommodating disabilities associated with the workplace.
Such aspects are covered under the company’s diversity policy.
Relevant policies can be accessed at the Board Diversity Policy, Diversity and Inclusion Policy and: Code of Business
Conduct
5. Return to work and retention rates of permanent employees and workers that took parental leave.
Permanent employees Permanent workers

Gender
Return to work rate Retention rate Return to work rate Retention rate
Male 86.78% 55.21% 76.56% 62.26%
Female 95.35% 61.83% 92.25% 47.87%
Total 91.06% 58.52% 84.40% 55.06%
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers (Permanent workers, Other than permanent workers, Permanent employees, Other than permanent
employees)? If yes, give details of the mechanism in brief.
Yes, Mphasis has a mechanism available to receive and redress grievances for all the categories of employees and
workers. The mechanism is explained below:
Individuals who believe they have been the victims of conduct prohibited by this Policy or believe they have witnessed
such conduct should discuss their concerns with their immediate supervisor, HRBP, or write to the I&D office at
[email protected]
22
Any employee who feels or believes that he or she has been subjected to or witnessed sexual harassment in the
company and/or extend workplace (such term being as defined in the POSH policy of the Company) has an obligation
and duty to report the same to [email protected]. Any reported allegations of harassment, discrimination or
retaliation are dealt with in accordance with the provisions of law and are investigated promptly. The investigation may
include individual interviews with the parties involved and, where necessary, with individuals who may have observed
the alleged conduct or may have other relevant knowledge.
The company maintains confidentiality throughout the process to the extent consistent with adequate investigation and
appropriate corrective action. Retaliation against an individual for reporting harassment or discrimination or for
participating in an investigation of a claim of harassment or discrimination is a serious violation of this Policy and, like
harassment or discrimination itself, will be subject to disciplinary action. Acts of retaliation should be reported
immediately and will be promptly investigated and addressed. In case of non-compliance by employees, it can lead to
termination of services/penalties extend to monetary fines/ imprisonment (where permitted by law). False and malicious
complaints of harassment, discrimination, or retaliation (as opposed to complaints that, even if erroneous, are made in
good faith) may be the subject of appropriate disciplinary action. For additional details on sexual harassment please
refer to POSH policy (Unified access >>Policy Documents >>HR Corner >>Corporate Policies >> POSH).
Hiring agencies take care of redress grievances for contract employees and workers (other than permanent employees
and workers).
Mphasis whistle blower policy enables our employees, associates, and business partners to raise and report all
allegations of suspected improper activities that are in breach of our COBC. The complainant can lodge actual or
suspected fraud or any violation of the company’s COBC at [email protected] or a written complaint can
be dropped into the whistle blower drop box at the respective company’s location.
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:
No. There is no such employee association that is officially recognized by the company
8. Details of training given to employees and workers:
FY 2021-22 FY 2021-20
On health and safety On skill Total On health and safety On skill
Category Total measures upgradation (D) measures upgradation
(A) %
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No.(F)
(F/D)
Employees
Male 9219 8870 96.2% 3,965 43% 7521 7396 98.3% 5,563 74%
Female 2860 2778 97.1% 1,198 42% 2142 2120 98.9% 1,469 69%
Total 12079 11648 96.4% 5,163 43% 9663 9516 98.4% 7,032 74%
Workers
Male 5450 5197 95.3% 3,740 69% 5198 5088 97.8% 1,555 30%
Female 7168 6783 94.6% 2,917 41% 3799 3719 97.9% 1,283 34%
Total 12618 11980 94.9% 6,657 53% 8997 8807 97.8% 2,838 32%
Note: Data provided is for those workers/employees who are eligible for on skill upgradation through our “Talent Next”. Other employees receive
on the job training or external trainings based on the training process of the Company which also contributes to skill upgrades.
9.Details of performance and career development reviews of employees and workers:
Periodic assessment of performance helps us to better equip ourselves to meet our goals and thereby make a
significant contribution to the organization’s goals. The annual performance appraisal is conducted in April. The
objective of the Annual Appraisal is to facilitate a fair and transparent system of performance review and discussions
of the annual goals between employee and manager. It involves reviewing the past, analyzing the present, and planning
for the future. Furthermore, the Nomination and Remuneration Committee of the Board evaluates the performance of
the members of the executive management on an annual basis.
23
FY 2021-22 FY 2020-21
Category
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Male For the year 2021-22 performance and career 8,718 6,203 71%
Female development reviews of employees have not 2,707 1,821 67%
Total started 11,425 8,024 70%
Workers
Male For the financial year, 2021-22 performance and 4,737 3,772 80%
Female career development reviews of workers have not 6,259 2,906 46%
Total started. 10,996 6,678 60%
10. Health and safety management system:
a. Whether an occupational health and safety management system been implemented by the entity? (Yes/No).
If yes, what is the coverage of such a system?
Yes, Mphasis has a dedicated Environmental, Health, and Safety (EHS) Policy in place, which addresses the EHS
related concerns involved with our business operations. The policy also helps in bringing EHS awareness. The policy
addresses the concerns related to the environment through the following commitments outlined below:
(i) Meeting all the environment-related compliance requirements (like hazardous waste annual returns,
environmental audit statements, battery returns and e-waste returns) across their business locations in the
country in a timely manner
(ii) Enhancing sustainability initiatives to reduce the company’s carbon footprint and thereby continuously monitor
the carbon data
(iii) Conserving natural resources by minimizing usage, reusing, and recycling material and by purchasing recycled
material
(iv) Ensuring the optimum consumption of energy throughout our business, including conserving energy, improving
energy efficiency by use of energy-efficient devices and giving preference to renewable over non-renewable
energy sources wherever feasible
(v) Striving to prevent pollution and minimize the environmental impacts
(vi) Educating our suppliers to operate consistently with our Supplier code of conduct and applicable environmental
standards
(vii) Setting targets for continuous improvements on environmental performance indicators and reporting our
performance to our stakeholders
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
basis by the entity?
Mphasis has an Aspect-Impact register, in accordance with ISO standards, in which all work-related hazards are
identified.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from
such risks.
Mphasis has a procedure in place, the purpose is to identify work-related hazards that can be controlled and those that
can influence the overall environmental performance of the company and determine the significance of the associated
environmental impacts.
d. Do the employees/workers of the entity have access to non-occupational medical and healthcare services?
Yes. All employees of the company are covered under the company’s health insurance policy and at all the company
facilities paramedical facilities are available.
11. Details of safety-related incidents.
Not applicable to Mphasis as our corporate security function has not received any information/complaints pertaining to
the category of incidents given in the table for FY 2020-2021 & 2021-2022.
24
Safety Incident/Number Category FY 2021-22 FY 2020-21

Lost Time Injury Frequency Rate (LTIFR) Employee
(per one million-person hours worked) Worker
Employee
Total recordable work-related injuries
Worker
Nil Nil
Employee
No. of fatalities
Worker
High consequence work-related injury or ill-health Employee
(excluding fatalities) Worker
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Measures were taken by Mphasis to ensure a safe and healthy workplace are listed below:
(i) Collating the EHS data from PAN India facilities such as energy consumption, paper consumption, transportation
distance, waste inventory, water consumption, etc. monthly in order to assess the data and for preparing quarterly
reports on the same
(ii) Organizing EHS activities such as health check-ups and awareness camps, wellness camps and health sessions
across PAN India facilities
(iii) Organizing first aid training, fire safety training, chemical safety training across PAN India facilities along with
environmental awareness events and circulating the relevant communications
(iv) Providing necessary support for external EHS audits and participating in various EHS award categories
(v) Conducting EHS calls for PAN India facilities regularly
13. Number of complaints on the following made by employees and workers

FY 2020-21
FY 2021-22
Pending Pending
Filed during the Filed during
resolution at the Remarks resolution at the Remarks
year the year
end of year end of year
Working
conditions Nil
Health & safety
14. Assessments for the year

% of offices that were assessed (by entity or statutory authorities or third
parties)
Health and safety practices 40%
Working conditions 100%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and
on significant risks/concerns arising from assessments of health & safety practices and working conditions.
Against the backdrop of the pandemic, the Company has been following procedures to comply with the state/local
regulations/directives and ensure safety and hygiene protocols and social distancing on the premises of the Company.
Self-sanitizing dispensers have been installed at the locations for use of employees. The Company set up a 24x7
COVID War Room (SANJEEVANI) aimed at providing relevant, accurate and verified information related to COVID
services to the employees and their families in need of immediate support besides extending assistance to the infected
employees and their families for quarantine facilities, medical emergencies and hospitalization. COVID vaccination
campaigns were organized at the major locations of the Company to help the employees to stay vaccinated.
25
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A)
Employees (Y/N) (B) Workers (Y/N)
I. Employees : Yes
II. Workers : Yes
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
deposited by the value chain partners.
The Company ensures that statutory dues have been deducted and deposited by the value chain partners in accordance
with applicable laws and regulations. Mphasis expects all its value chain partners to align with the company’s code of
conduct, business responsibility principles and values.
When an order is placed, Mphasis pays the vendor the cost including GST. They are supposed to deposit GST with the
Government which the Mphasis Tax team monitors, because unless they deposit the GST Mphasis cannot claim the
amount from the Government
3. Provide the number of employees/workers having suffered high consequence work-related injury/ill-
health/fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in
suitable employment or whose family members have been placed in suitable employment:
Not applicable, as there are no work-related injuries in FY22 and FY21.
4. Does the entity provide transition assistance programs to facilitate continued employability and the
management of career endings resulting from retirement or termination of employment? (Yes/No)
No, we do not have a specific transition assistance program for retired or terminated employees as the employees are
mostly highly skilled and do not have a compelling requirement for transition assistance.
5. Details on assessment of value chain partners:
% of value chain partners (by value of business done with such partners) that
were assessed
Health and safety conditions The Company expects all its value chain partners to follow the applicable
regulations including health and safety and working conditions. Mphasis
currently does not assess its value chain partners on specific health and safety
and working conditions. To ensure responsible business conduct throughout
our value chain, suppliers are contractually bound to adhere to Mphasis
sustainability policies in the mentioned link-
Working conditions
https://www.mphasis.com/home/corporate/investors.html under the section ‘
Corporate Governance’ These policies mandate to ensure healthy working
conditions for employees and has zero-tolerance for human rights violations.
6. Provide details of any corrective actions taken or underway to address significant risks/concerns arising
from assessments of health and safety practices and working conditions of value chain partners.
Nil
26

respect the interests of and be
responsive to all its stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity.
Priority stakeholder groups are identified by understanding their relative importance and their ability to provide value to
our business. The stakeholder identification and prioritization process has been conducted during the materiality
assessment in FY 2020-2021. By considering the parameters and stakeholder attributes defined by global standards
such as GRI Sustainability Reporting Guidelines and National Guideline for Responsible Business Conduct (NGBRC)
we have mapped our stakeholders. To finalize the list of key stakeholders, we looked into the parameters such as
stakeholder impact, diversity, influence, urgency and legitimacy.
In keeping with the above criteria, we have identified six key stakeholder groups customers, shareholders and investors,
government institutions and regulators, business partners and vendors, employees and communities.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group.
Stakeholder Whether identified as Channels of Frequency of Purpose and scope
group vulnerable & marginalized communication (Email, engagement of engagement
group SMS, Newspaper, (Annually/half- including key topics
(Yes/No) Pamphlets, Advertisement, yearly/quarterly/others – and concerns
Community meetings, please specify) raised during such
Notice board, Website), engagement
Other
Employees Mphasis have identified Email, SMS, Townhalls, Ongoing activities Ongoing
specific groups of Intranet planned over the year
employees to provide
support
Society Through Mphasis CSR, Email, Social Media, SMS, Ongoing activities Ongoing
specific groups are Website, In-person events, planned over the year
identified and supported Community meetings
by partnering with various
NGOs
Suppliers Yes, Mphasis have diverse Email, Meetings As and when required As and when
vendors as well as MSME required
businesses from where
they source
Clientele and No Email, Social Media, SMS, As and when required As and when
partners Website, In-person events, required
External events
Investors or No Email, Meetings Quarterly Quarterly
external
channels
Shareholders No Email, Meetings Annual Annual
Regulators No Statutory reporting to the As per the defined Timely disclosure of
and policy regulators, Participation in frequency in the law. information to the
makers seminars, webinars, etc. stock exchanges
organized by various and other regulators
regulators
27
3. Provide the processes for consultation between stakeholders and the board on economic, environmental,
and social topics or if consultation is delegated, how is feedback from such consultations provided to the
board.
Our stakeholders are central to our business growth and value creation. We are committed to necessitate meaningful
and proactive engagement with them throughout the year to ensure that our interests, concerns, and competing
expectations are addressed responsibly. Our inclusive approach to stakeholder engagement enables us to
communicate material ESG matters to concerned personnel and the board is kept informed and development and
feedback are received periodically.
4. Whether stakeholder consultation is used to support the identification and management of environmental,
and social topics (Yes/No). If so, provide details of instances as to how the inputs received from stakeholders
on these topics were incorporated into the policies and activities of the entity.
Yes, we have conducted a materiality assessment with all key stakeholders (leadership, customers, investors, and
suppliers) to identify Mphasis' material issues. Details can be found on the website, ESG report.
5. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalized stakeholder groups.
Our CSR initiatives are targeted toward marginalized groups. No vulnerable or marginalized groups among other
stakeholders.
28

respect and promote human rights
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the
entity, in the following format:
FY 2021-22 FY 2020-21
No. of No. of % (D/C)
Category
Total (A) employees/workers % (B/A) Total (C) employees/workers
covered (B) covered (D)
Employees
Permanent 12,079 11,648 96.4% 9,663 9,516 98.5%
Other than
- - - - -
permanent -
Total employees
12,079 11,648 96.4% 9,663 9,516 98.5%
Workers
Permanent 12,618 11,980 94.9% 8,997 8,807 98%
Other than
- - - - - -
permanent
Total workers 12,618 11,980 94.9% 8,997 8,807 98%
• *100% of Mphasis employees are trained on COBC which explicitly forbids violations of human rights. The COBC, which outlines the approach
and commitment to human rights, covers all Mphasis employees.
2. Details of minimum wages paid to employees and workers

FY 2021-22
Category Equal to minimum wage More than minimum wage
Total (A)
No. (B) % (B/A) No. (C) % (C/A)
Employees
Permanent
Male 9,619 0 0% 9,619 100%
Female 3,130 0 0% 3,130 100%
Workers
Permanent
Male 8,165 0 0% 8,165 100%
Female 6,252 0 0% 6,252 100%
3. Details of remuneration/salary/wages
Male Female
Median Median
Number remuneration/salary/wages of Number remuneration/salary/wages of
respective category respective category
Board of Directors
9 INR 5.31 million 3 INR 5.11 million
(BoD)
Key managerial
3 INR 44.96 million Nil Nil
personnel
Employees other than
9,619 INR 1,500,000 3,130 INR 1,300,000
BoD and KMP
Workers 8,165 INR 3,40,000 6,252 INR 3,25,000
• The Director’s remunerations are paid on a defined matrix that is uniformly applicable to all the Directors. The difference in the median
remuneration of the Directors is due to attendance at the meetings and the committees served by the Directors.
29
4. Do you have a focal point (individual/committee) responsible for addressing human rights impacts or
issues caused or contributed to by the business? (Yes/No)
Yes, Mphasis has appointed multiple personnel to address human rights impacts or issues caused or contributed to by
the business. The issues are resolved/addressed basis the nature of the matter.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Mphasis has a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances
related to the policies and the human rights issues.
6. Number of complaints on the following made by employees and workers:
FY22 FY21
Filed Pending Remarks Filed during Pending Remarks
during the resolution at the year resolution at
year the end of the end of year
year
Sexual harassment 30 0 Nil 18 0 Nil
Discrimination at
No complaints No complaints
workplace
Child labour
Forced labour/Involuntary No complaints No complaints
labour
Wages No complaints No complaints
Other human rights- No complaints
No complaints
related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Mphasis is committed to ensuring a workplace free from all kinds of discrimination and sexual harassment. The
company has an Anti-discriminatory policy and POSH policy in place to prevent and address such issues.
The above-mentioned policies provide a mechanism for redressal of complaints of sexual harassment without fear or
threat of reprisals in any form or manner to all its employees irrespective of their gender and sexuality. We have zero-
tolerance for sexual harassment.
Mphasis is aware that sexual harassment can occur and when reported, we are committed to redressing all such cases.
The Internal Committee have been constituted to investigate every complaint thoroughly and ensure adequate
reparative action is taken. For a detailed process refer to POSH Policy and FAQ.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, Mphasis includes human rights requirements as a part of business agreements and contracts.
9. Assessments of the year
Mphasis do not conduct such assessment, however, we perform internal checks and reviews periodically to ensure
compliance.
Remarks
Child labour Mphasis abides by the law of land, as applicable, and do not have such hiring/instances
Forced/involuntary labour* under child labour/forced labour.
• A quarterly update on sexual harassment is presented to the Board.
Sexual harassment** • India- Annual report comprising complaints filed, disposed of, penal consequences
and awareness initiatives for every location is submitted to the district offices.
• The Company Annual report includes a report on sexual harassment.
There is an anti-discriminatory policy in place
Discrimination at workplace Multiple awareness sessions are conducted at regular intervals on anti-discrimination.
Recently concluded a campaign #THEREALME on anti-discrimination.
30
Any reported allegations of harassment, discrimination or retaliation will be investigated

promptly. The investigation may include individual interviews with the parties involved
and, where necessary, with individuals who may have observed the alleged conduct or
may have other relevant knowledge.
Mphasis will maintain confidentiality throughout the investigatory process to the extent
consistent with adequate investigation and appropriate corrective action.
Retaliation against an individual for reporting harassment or discrimination or for
participating in an investigation of a claim of harassment or discrimination is a serious
violation of this Policy and, like harassment or discrimination itself, will be subject to
disciplinary action. Acts of retaliation should be reported immediately and will be
promptly investigated and addressed.
In case of non-compliances by employees, it can lead to termination of
services/penalties extend to monetary fines/ imprisonment (where permitted by law).
False and malicious complaints of harassment, discrimination, or retaliation (as opposed
to complaints that, even if erroneous, are made in good faith) may be the subject of
appropriate disciplinary action
Adhere to minimum wages, robust process in place internally. HR audits, client-specific
Wages
audits regularly
Others – Please specify NA
from the assessments at Question 9 above.
Not applicable
11. Details of a business process being modified/introduced as a result of addressing human rights
grievances/complaints.
We respect each of our employees as individuals and value their differences. The company is committed to ensuring
equal opportunities for all its employees and creating an environment that is fair and flexible, promotes learning and
growth and reflects the diversity of the world. and it applies to all officers, directors, employees, and contract employees
in Mphasis.
Employees shall strive to create a workplace that is free from discrimination in their employment practices against any
potential or existing employees, and shall not discriminate on a person’s age or other circumstances, colour, cultural or
social beliefs such as religion, educational background, race, ethnicity or nationality, spiritual, traditional or customary
beliefs, political opinion, physical features/appearances, gender identity and expression, marital status, judging the
impacts of potential pregnancy on decisions, sexual orientation, physical disability or impairment.
12. Details of the scope and coverage of any human rights due diligence conducted
No. Currently, Mphasis does not conduct human rights due diligence.
13. Is the premise/office of the entity accessible to differently-abled visitors, as per the requirements of the
Rights of Persons with Disabilities Act, 2016?
Yes, Mphasis premise/offices are accessible to Persons with Disabilities (PwDs), as per the requirements of the Rights
of Persons with Disabilities Act, 2016. Mphasis provide below facilities at their premises/offices:
(i) Wheelchair
(ii) PWD friendly washrooms equipped with required spares
(iii) Foldable stretcher
(iv) Evacuation chair
(v) Dedicated parking with signages
(vi) Workspace – Customized workstation for PWD employees as per their request
(vii) Ramps and swing gates (while entering the floor)
31
14. Details on assessment of value chain partners:
100 % of the value chain partners are reviewed based on the below-mentioned parameters.
Remarks
Mphasis only empanels vendors who comply with our COBC.
POSH Policy is applicable to Mphasis Limited and its subsidiary, affiliate and or
group companies (“Mphasis”). The Policy applies to all officers, directors,
employees, visitors, suppliers, contract labour, agents and representatives of
Mphasis, and or any third party with whom an employee may have to interact with
Sexual harassment
or in connection with employment in Mphasis. All Contractor for empanelment
requires to be compliant with POSH law. Specifically, for India, all vendors that are
empaneled are required to be compliant with the provision of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
Mphasis only empanels vendors who comply with our COBC The Guiding Principles
of the Code of Conduct are listed below: Provide a safe, healthy, tolerant and
Discrimination at workplace
disciplined work environment that respects individuals and is free from
discrimination.
Child labour
Mphasis has zero-tolerance for slavery and human trafficking. We ensure that child
labour, forced labour, verbal or any other form of harassment and physical
Forced/involuntary labour punishment is not permitted in any of our related business with Supply chain
partners. We do not engage in any activities that would jeopardize safety or security.
Mphasis ensure to pay all its workforce wages that are equal to or above the
Wages
minimum wage as per legal requirements.
Others – please specify Nil
from the assessments at Question 4 above.
Mphasis have taken preventive measures to address significant risks and concerns that may arise from the value chain
assessments.
32

respect and make efforts to protect
and restore the environment
1. Details of total energy consumption (in MWh) and energy intensity

Parameter FY 2021-22 FY 2020-21
Total electricity consumption (A) 21775.076 23,199.91
Total fuel consumption (B) 109.247 175.15
Energy consumption through other sources (C) 7.74 5.23
Total energy consumption (A+B+C) 21892.063 23,380.30
Energy intensity per rupee of turnover
(Total energy consumption/turnover in INR million) 0.31 0.41
MWh/INR million
Energy intensity (Total energy consumption/FTE) in
1.72 2.29
MWh/FTE
Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, the name of the external agency.
No independent assessment/ evaluation/assurance has been carried out by an external agency.
2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the performance,
achieve, and trade (PAT) scheme of the Government of India? (Y/N) If yes, disclose whether targets set under
the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action
taken if any.
Not applicable
3. Provide details of the following disclosures related to water:
Water is provided by the facility operator under maintenance charges. Water consumption is part of the maintenance
charges of the company as we lease our facilities. We do not track our water consumption as per the BRSR
requirements.
The usage of water by the Company is only on account of human consumption. Efforts have been made to ensure that
the water is consumed judiciously in Company’s premises. Water aerators are installed to reduce our water
consumption.
4. Has the entity implemented a mechanism for zero liquid discharge? If yes, provide details of its coverage
and implementation.
No, there is no mechanism for zero liquid discharge. A Sewage Treatment Plant (STP) is in place where used water is
recycled (treated) and a water test is conducted. If the water test results are within an acceptable range, then water is
reused in washrooms and for landscaping purposes.
5. Please provide details of air emissions (other than GHG emissions) by the entity:
Parameter Unit FY 2021-22 FY 2020-21
NOx
SOx Mphasis does not monitor the air emissions other than the GHG
Particulate matter (PM) emissions.
Persistent organic pollutants (POP)
33
Volatile organic compounds (VOC)

Hazardous air pollutants (HAP)
Others – ozone-depleting substances
(HCFC - 22 or R-22)
Mphasis being an IT sector organization, the SOX, NOX and other air emissions do not apply to the firm.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity:
Total Scope 1 emissions
Metric tonnes of
(Break-up of the GHG into CO2, CH4, 83 137
CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions
Metric tonnes of
(Break-up of the GHG into CO2, CH4, 18,072 18,924
CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if available)
Metric tonnes of 18,155 19,061
Total Scope 1 and Scope 2 emissions
CO2 equivalent
Total Scope 1 and Scope 2 emissions tCO2 eq/Revenue in 0.25 0.34
per turnover in million Million INR
Total Scope 1 and Scope 2 emission tCO2 eq/FTE 1.42 1.86
intensity
7. Does the entity have any project related to reducing greenhouse gas emissions? If Yes, then provide details.
(i) To reduce carbon footprint value by 1% year on year

(ii) To reduce electricity consumption by 5% year on year
(iii) Replacement of old AC to R410a refrigerant
8. Provide details related to waste management by the entity, in the following format:
Total waste generated (in metric tonnes)
Plastic waste (A) 0.99 0.45
E-waste (B) 0.00 0.00
Bio-medical waste (C) 5.46 2.64
Construction and demolition waste (D) 0.00 0.00
Battery waste (E) 8.95 0.37
Radioactive waste (F) 0.00 0.00
Other Hazardous waste. Please specify, if any. (G) 0.16 1.50
Other Non-hazardous waste generated (H). Please
specify, if any.
22.35 30.16
(Break-up by composition i.e. by materials relevant to the
sector)
Total (A+B + C + D + E + F + G + H) 37.91 35.12
For each category of waste generated, total waste recovered through recycling, re-using or other
recovery operations (in metric tonnes)
Category of waste
(i) Recycled 21.62 16.03
(ii) Re-used 8.95 0.37
(iii) Other recovery operations - -
Total 30.57 16.48
For each category of waste generated, total waste disposed of by nature of disposal method (in metric
tonnes)
Category of waste
(i) Incineration
(ii) Landfilling
Nil Nil
(iii) Other disposal operations
Total
34
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy
adopted by your company to reduce the usage of hazardous and toxic chemicals in your products and
processes and the practices adopted to manage such wastes.
Batteries are the only hazardous waste Mphasis generated in the facility. This waste is disposed of whenever generated
as per Batteries (Management and Handling) Amendment Rules, 2010; wherein the used batteries are disposed to the
PCB authorized vendor and Filed half-yearly return in Form VIII to the State Pollution Control Board.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc.)
where environmental approvals/clearances are required, please specify details in the following format:
11. Details of Environmental Impact Assessments of projects undertaken by the entity based on applicable
laws, in the current financial year:
As a part of fit-outs in new facilities, Mphasis uses raw materials and follows the process that have the least
environmental impact, which includes identifying energy efficient cooling and lighting solutions
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the
Water (prevention and control of pollution) Act, Air (prevention and control of pollution) Act, Environment
Protection Act, and rules there under (Y/N). If not, provide details of all such non-compliances:
Yes, Mphasis is compliant with the applicable environmental law/ regulations/ guidelines in India.
1. Provide a break-up of the total energy consumed (in MWh) from renewable and non-renewable sources:
From renewable sources
Total electricity consumption (A) 7.74 5.23
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -
Total energy consumed from renewable sources (A+B+C) 7.74 5.23
From non-renewable sources

Total electricity consumption (D) 21,775.076 23,199.91
Total fuel consumption (E) 109.247 175.16
Energy consumption through other sources (F) - -
Total energy consumed from non-renewable sources (D+E+F) 21,884.323 23,375.07
2. Provide the following details related to water discharged:

Water discharge by destination and level of treatment (in kiloliters)
(i) To surface-water
- No treatment
- With treatment – please specify the level of treatment
(ii) To groundwater
- No treatment
(iii) To seawater
- No treatment Not applicable Not applicable
(iv) Sent to third parties
- No treatment
(v) Others
- No treatment
Total water discharged (in kiloliters)
35
3. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters):
For each facility/plant located in areas of water stress, provide the following information:
(i) Name of the area: NA

(ii) Nature of operations: NA
(iii) Water withdrawal, consumption and discharge: -

Water withdrawal by source (in kiloliters)
(i) Surface water
(ii) Groundwater
(iii) Third-party water
(iv) Seawater/desalinated water
(v) Others
Total volume of water withdrawal (in kiloliters) Not applicable Not applicable
Total volume of water consumption (in kiloliters)
Water intensity per rupee of turnover (Water
consumed/turnover)
Water intensity (optional) – the relevant metric may be selected
by the entity
Water discharge by destination and level of treatment (in kiloliters)
(i) Into surface water
- No treatment
(ii) Into groundwater
- No treatment
(iii) Into seawater
- No treatment
Not applicable Not applicable
(iv) Sent to third- parties
- No treatment
(v) Others
- No treatment
Total water discharged (in kiloliters)
4. Please provide details of total Scope 3 emissions & their intensity:

Total Scope 3 emissions (Break-up of the GHG into Metric tonnes of
2,756 1,986
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
tCO2
Total Scope 3 emissions per turnover in million eq/Revenue in 0.039 0.0351
Million INR
Total Scope 3 emission intensity tCO2 eq/FTE 0.216 0.194
5. With respect to the ecologically sensitive areas reported at Question 10 of essential indicators above,
provide details of significant direct & indirect impact of the entity on biodiversity in such areas along with
prevention and remediation activities.
Mphasis Limited does not operate in ecologically sensitive areas.
36
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions/effluent discharge/waste generated, please provide
details of the same as well as the outcome of such initiatives
Not applicable
7. Does the entity have a business continuity and disaster management plan?
Yes, Mphasis has a well-defined BCMS Framework that is in alignment with ISO 22301:2019 standard and is on
par with other industry best practices. The BCMS framework covers service delivery functions as well as
supporting functions across all Mphasis facilities in India and other countries. Mphasis delivery centres in India
are certified to ISO 22301:2019 standard (including its subsidiaries).
Mphasis Business Continuity Management System (BCMS) is a fit-for-purpose, business-owned and driven
activity that unifies a broad spectrum of business and management disciplines, including crisis management, risk
management and technology recovery. BCM is directly linked to corporate governance and establishes a strategic
and operational framework to implement, proactively.
Mphasis approach to assure continuity of client services follows a two-pronged approach:
(i) Site-level Incident Management Plan (IMP): The IMP documented each of the delivery centres/facilities
describing the most suitable responses to various disruptive events (E.g., natural calamities, manmade
threats, geopolitical issues and technology disruptions). The primary objective of the IM Plan is the safety of
human life and assets.
(ii) Business Continuity Plan (BCP): A separate, independent, and customized BC Plan is documented for each
of the client services delivered from Mphasis delivery centres and support functions. Once the safety of staff,
and visitors is ensured, the account-specific BC Plan is executed by respective BCMS coordinators.
8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard?
9. Percentage of value chain partners (by the value of business done with such partners) that were assessed
for environmental impacts.
Mphasis does not assess its value chain partners for environmental impacts.
37
Principle 7: Businesses, when

engaging in influencing public and
regulatory policy, should do so in a
manner that is responsible and
transparent
1. a. Number of affiliations with trade and industry chambers/associations.
The Company is a member of 4 trade and industry chambers/associations.
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such
a body) the entity is a member of/affiliated to.
Engaging with industry associations offers a great opportunity to stay abreast enabling Mphasis to be prepared in a
volatile environment. As a leading player in the service industry, they are often involved in various dialogues with the
members of the below-mentioned associations. We amplify our mission by investing our time in participating in various
forums and other channels of engagement.
S. No. Name of the trade and Reach of trade and industry

industry chambers/associations
chambers/associations (State/National)
1 The National Association National NASSCOM, a not-for-profit industry association, is
of Software and the apex body for the IT-BPM industry in India.
Service Companies NASSCOM is focused on building the architecture
(NASSCOM) integral to the development of the IT-BPM sector
through policy advocacy and helps in setting up the
strategic direction for the sector to unleash its
potential.
NASSCOM’s members, 3000+, constitute 90% of the
industry’s revenue and have enabled the association
to spearhead initiatives at local, national, and global
levels.
2 Confederation of India National The Confederation of Indian Industry (CII) works to
Industries (CII) create and sustain an environment conducive to the
development of India, partnering with industry,
government, and civil society, through advisory and
consultative processes.
3 American Chamber of Global The American Chamber of Commerce in India
Commerce (AMCHAM) (AMCHAM India) is an association of American
business organizations operating in India. AMCHAM
India is a member of the U.S. Chamber of Commerce
in Washington DC and the AMCHAMS of Asia Pacific.
The chamber’s mission is to assist member
companies to succeed in India through advocacy,
information, networking, and business support
services.
38
S. No. Name of the trade and Reach of trade and industry

industry chambers/associations
chambers/associations (State/National)
4 US- India Strategic Global The US-India Strategic Partnership Forum (USISPF)
Partnership Forum is committed to creating the most powerful strategic
(USISPF) partnership between the U.S. and India. Promoting
bilateral trade is an important part of their work, but
their mission reaches far beyond this. It is about
business and government coming together in new
ways to create meaningful opportunities that have the
power to change the lives of citizens.
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by
the entity, based on adverse orders from regulatory authorities.
No corrective actions were taken as we received no complaints on this matter.
1. Details of public policy positions advocated by the entity:
S. No. Public policy Method resorted for such Whether Frequency of review Web-link,
advocated advocacy information by board if available
available in the (Annually/half
public domain? yearly/quarterly/others
(Yes/No) – please specify)
NASSCOM is the premier trade
body and chamber of
commerce of the tech industry
in India and comprises over
3000 member companies
including both Indian and
multinational organizations that
have a presence in India. Their
membership spans the entire
spectrum of the industry from
start-ups to multinationals and https://nassc
1 NASSCOM Yes Annually
from products to services, om.in/
global service centres to
engineering firms. Guided by
India’s vision to become a
leading digital economy
globally, NASSCOM focuses
on accelerating the pace of
transformation of the industry
to emerge as the preferred
enabler for global digital
transformation.
39
S. No. Public policy Method resorted for such Whether Frequency of review Web-link,
advocated advocacy information by board if available
available in the (Annually/half
public domain? yearly/quarterly/others
(Yes/No) – please specify)
The National Center for
Promotion of Employment for
Disabled People (NCPEDP) is
a cross-disability, non-profit
organization, working as an
https://ncped
2 NCPEDP interface between the Yes Annually
p.org/
government, industry,
international agencies, and the
voluntary sector for the
empowerment of persons with
disabilities.
40

promote inclusive growth and
equitable development
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in
the current financial year.
Not applicable. As we are a service-based industry, SIAs do not apply to us. Mphasis strongly focuses on strengthening
our community engagement, for which we conduct SIAs for the CSR projects conducted in the operational geographies.
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity:
Not applicable
3. Describe the mechanisms to receive and redress the grievances of the community.
Mphasis works directly with implementation partners who address the grievances of the communities we work with. The
company gathers regular feedback from the on-ground stakeholders to assess participation, and satisfaction levels and
to document the experience of change. For all CSR projects, implementation partners are actively in touch with the local
communities right throughout the project lifecycle. The CSR committee reviews the:
(i) grant recommendations made by the CSR head; and

(ii) review the annual action plan made in pursuance of the policy including amendments thereto as required from
time to time; and
(iii) approve and monitor the implementation of the ongoing projects and make appropriate recommendations to the
board for its approval.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2021-22 FY 2020-21
Directly sourced from MSMEs/small producers 8.57% 5.78%
Sourced directly from within the district and
90.90% 92.00%
neighboring districts
1. Provide details of actions taken to mitigate any negative social impacts identified in the social impact
assessments (Reference: Question 1 of essential indicators above):
Not applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational
districts as identified by government bodies:
S. No. State Aspirational district Amount spent (In INR)
1 Navada
We have supported COVID-19 pandemic relief efforts through a
2 Bihar Sheikhpura CSR grant to Kaushalya Foundation, whose work covered above
3 Jamui listed Aspirational districts. Mphasis has allocated and utilized its
pandemic relief funds for specific programs in these select areas.
41
3. (a) Do you have a preferential procurement policy where you give preference to purchases from suppliers
comprising marginalized/vulnerable groups?
Yes, our company considered a diverse set of suppliers when performing a sourcing case. This approach to sourcing
has enabled us to support local suppliers, minority-owned, women-owned, veteran-owned, LGBT owned, disabled
owned, SMEs, etc. across our supply chain.
(b) From which marginalized/vulnerable groups do you procure?
Diverse suppliers are given priority, thus encouraging the use of suppliers who are owned by minorities, women-owned,
veterans, LGBT, people with disabilities (PwD), small to medium enterprises (SME), etc.
(c) What percentage of total procurement (by value) does it constitute?
8.57%
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity
(in the current financial year), based on traditional knowledge:
Mphasis, plan and develop intellectual property. There is no traditional knowledge that is applied.
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property-related
disputes wherein usage of traditional knowledge is involved.
Mphasis, plan and develop intellectual property. There is no traditional knowledge that is applied.
6. Details of beneficiaries of CSR projects:

S. No CSR project No. of persons benefited from CSR % of beneficiaries from vulnerable
projects and marginalized groups
Kaushalya Foundation
1. 9,000+ 100%
(Covid Relief)
Give India
2. 9,595 100%
(Covid Relief)
American India Foundation
3. 1,15,460 100%
(Covid Relief)
NASSCOM Foundation
4 30,000+ 100%
(Covid Relief)
United Way Bengaluru
5 10,374 100%
(Covid Relief)
Akanksha Foundation
6 (Support to 2 Akanksha Schools in 1,452 100%
Pune)
The/Nudge Institute
7 (Centre for Skill Development & 1,200 100%
Entrepreneurship)
42

engage with and provide value to
their consumers in a responsible
manner
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Mphasis conducts regular CSAT surveys. We also have a contact us form on the website, where we can receive
feedback or requests for responses.
2. Turnover of products and/or services as a percentage of turnover from all products/services that carry
information about:
3. Number of consumer complaints in respect of the following:
FY 2021-22 Remarks FY 2020-21 Remarks

Receive Pending Received Pending
during the resolution at during the resolution at
year end of year year end of year
Data privacy
Advertising
Cyber-security No consumer complaints concerning data No consumer complaints concerning data
Delivery of essential services privacy, cyber security, etc. were received privacy, cyber security, etc. were received
Restrictive trade practices by our organization in 2021-22. by our organization in 2020-21.
Unfair trade practices
Other
4. Details of instances of product recalls on account of safety issues.
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? If available,
provide a web link to the policy.
Yes, Mphasis has a privacy policy in place.

• Link to policy: https://www.mphasis.com/home/privacy.html
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty/action taken by regulatory authorities on the safety of products/ services.
Not applicable
43
1. Channels/platforms where information on products and services of the entity can be accessed.
The Mphasis website hosts all our services and offerings: https://www.mphasis.com
Any communication to promote these offerings that are done on digital media also links back to the website.
All brochures and case studies that provide more information are also hosted on the website:
• https://www.mphasis.com/home/corporate/thought-leadership.html
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or
services.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
Increased disruptions due to manmade and natural calamities pose a risk to business operations. Recovery and
availability of enterprise applications and infrastructure, post any such disruptions, have become critical for uninterrupted
service delivery. In addition to implementing Disaster Recovery for the identified critical enterprise applications, Mphasis
is certified on ISO 22301 which is an international standard for Business Continuity Management Systems (BCMS) and
which provides reasonable assurance of continuity of service to clients.
4. Does the entity display product information on the product over and above what is mandated as per local
laws?
Not applicable to Mphasis as it is not involved in the manufacturing sector.
5. Did your entity carry out any survey with regard to consumer satisfaction relating to the major
products/services of the entity, significant locations of operation of the entity, or the entity as a whole? (Yes/No)
Yes, Mphasis conducts CSAT survey on a half-yearly basis with our clients concerning consumer satisfaction.
6. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact.
None
b. Percentage of data breaches involving personally identifiable information of customers.
None
****
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Continued Growth with Multi-faceted Excellence 2

Accelerating @ the Speed of Clients 4

Mergers, Acquisitions and Joint Ventures 6

Collaborative and Strategic Partnerships 7

Hi-Tech, Hi-Touch, Hi-Trust Work Culture 8

Inclusive and Sustainable Growth 10

Driving Equitable Development 11

Key Operating Metrics 14

Management Discussion and Analysis of Risks and Concerns 17

Independent Auditors' Report on Consolidated Financial Statements 23

Consolidated Balance Sheet 31

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Consolidated Statement of Changes in Equity 34

Consolidated Statement of Cash Flows 36

Notes to the Consolidated Financial Statements 38

Management Discussion and Analysis of Financial Condition and Results of Operations 90

Corporate Governance 127

Independent Auditors' Report on Standalone Financial Statements 151

Standalone Balance Sheet 161