Board approves Buy-back of equity shares

• Security Code: 526299
• Company: MPHASIS

Mphasis Ltd has informed BSE that the Board of Directors (“Board”) of the Company, at its meeting held on August 07, 2018, inter-alia, approved a proposal for Buy-back of equity shares (“Buy-back”) from all the existing shareholders of the Company on a proportionate basis through the "Tender Offer" method in accordance with the provisions of Securities and Exchange Board of India (Buy-Back of Securities) Regulations (the “Buy-back Regulations”) and the Companies Act, 2013 and rules made thereunder at a maximum price of Rs. 1,350/- (Rupees One Thousand Three Hundred and Fifty only) per equity share,
aggregating to an amount not exceeding Rs. 9,882.75 Million (Rupees Nine Thousand Eight Hundred and Eighty Two Million
and Seven Fifty Thousands) excluding any expenses incurred or to be incurred in relation to the Buy-back viz. brokerage,
applicable taxes such as securities transaction tax, service tax, stamp duty, advisors fees, printing and dispatch expenses
and other incidental and related expenses. The resultant shares to be bought back with the maximum price is 7,320,555
equity shares(Seven Million Three Hundred Twenty Thousand and Five Hundred and Fifty Five) of Rs.10 each (representing
3.79% of the total paid up equity share capital of the Company). The Buyback Offer size of Rs.9,882.75 Million (Rupees
Nine Thousand Eight Hundred and Eighty Two Million and Seven Fifty Thousands) is 25% of the total paid-up equity capital
and free reserves of the Company as per the audited financials as at June 30, 2018.

The Board also recorded the intentions of the Promoter to participate in the proposed Buy-back. The Buy-back will be
subject to the approval of the shareholders of the Company by way of a special resolution through postal ballot and all
other applicable statutory approvals.

The Board has constituted a Buy-back Committee and delegated its powers to the Buy-back Committee to do all such acts,
deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection
with the proposed Buyback. The Board has appointed Mr. Subramanian Narayan as the Compliance Officer for the
purposes of Buy-back. The public announcement setting out the process, timelines and other requisite details will be
released in due course in accordance with Buy-back Regulations.