We have pleasure in presenting you the thirty fourth Annual Report of your Company for the year ended 31 March 2025.

FINANCIAL PERFORMANCE

Key aspects of the financial performance of the Company are as follows: (' million)

The Standalone and Consolidated Financial statements of the Company have been prepared in accordance with the Indian Accounting
Standards as notified under the Companies (Indian Accounting Standards) Rules 2015, as amended. 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 tech industry is evolving rapidly, driven by innovation, while global uncertainty, macroeconomic complexities, and geopolitical tensions
shape a cautious business environment. Technology remains a top priority for enterprises navigating this environment while balancing growth
with operational resilience. As organizations assess the impact of macro uncertainties, there is a focus on key imperatives such as self-funding
their transformation initiatives, modernizing and simplifying their tech stacks, and integrating AI into business operations to enhance client
experience and drive efficiency. They continue to view AI investment as a strategic priority, regardless of the shifting economic landscape.
The potential of AI and Generative AI is shifting from concept to application, transforming multiple domains across an enterprise.
Organizations are increasingly realizing immediate value by enabling AI at scale, enhancing productivity, decision-making, and efficiency.
The adoption of AI-augmented ways of working, such as copilots and digital workers, is redefining enterprise workflows, complementing
human expertise. As companies embrace this shift, the focus is on driving meaningful innovation and unlocking new growth opportunities
through AI-powered transformation. By strategically integrating AI, businesses can achieve competitive differentiation, enhance customer
experiences, and build a future-ready enterprise that thrives in an evolving digital landscape.

According to the NASSCOM Strategic Review 2025, the rise of GenAI is driving a global shift toward AI-first, digital-native business
models, enabled by the democratization of intelligence. The report highlights how both legacy enterprises and digital-native companies
are accelerating investments in future-ready technology. It projects 3.7% y-o-y growth in IT services for FY25, driven by Generative AI and
cloud-native technologies. Additionally, insights from the NASSCOM Annual Enterprise CXO Survey 2025 indicate stronger CY25 growth,
with enterprises increasing AI-led digital spending and consolidating tech investments into high-impact use cases, shaping the next five
years of innovation through 2030.

A McKinsey survey reports that 92% of companies plan to increase their AI investments over the next three years. This surge in adoption
reflects AI’s transformative impact not just in providing access to information, but in breaking down skill barriers. The report further highlights
how AI enables people to develop expertise across various fields, in any language, at any time, reshaping how knowledge is accessed and
applied. This shift is driving more efficient problem-solving and fostering broader, more inclusive innovation. The research underscores that
while AI will drive significant progress and disruption over time, leaders must act decisively today to remain competitive.

As AI adoption scales, businesses are making decisive strides toward becoming AI-first enterprises. This transformation is unfolding across
three key dimensions. First, companies are re-architecting their technology stacks to integrate AI at the core, ensuring seamless automation,
efficiency, and scalability. Second, they are rethinking processes to incorporate AI-led services, driving intelligent decision-making and
hyper-personalization. Third, organizations are evolving their operating models to be driven by AI-augmented services, enabling enhanced
productivity and adaptive strategies.

With the rise of GenAI, the technology services landscape is poised for a fundamental shift. AI is not only streamlining traditional IT services
but also expanding its influence across industries, revolutionizing customer experiences, operations, and innovation. From financial services
and healthcare to manufacturing and retail, AI-driven transformation is accelerating, unlocking new possibilities and redefining competitive
advantages.

Looking ahead, these advancements will collectively contribute to an AI-led economy, where businesses operate with unprecedented
intelligence and agility. As enterprises embed AI deeper into their ecosystems, they will drive greater efficiency, and value creation, setting
new benchmarks for success in the digital era.

With the emerging economics of ‘tech arbitrage-led solutions,’ the business case for modernization becomes increasingly attractive. AI
adoption is transforming industries by enhancing efficiency and automating repetitive tasks, while hybrid cloud models provide the flexibility
and scalability needed for business agility. As cyber threats continue to rise, organizations emphasize strengthening security measures to
safeguard their businesses. Looking ahead, companies are focusing on newer aspects such as the integration of quantum computing and the
continued acceleration of digital transformation across sectors to drive innovation and long-term growth.

Despite these advancements, the industry faces several challenges, including a skill gap in emerging technologies, growing cybersecurity
threats and environmental impact. It is imperative to recognize the need for a skilled workforce to ensure effective collaboration between
humans and AI in achieving customer outcomes. A balanced approach that combines automation with human expertise will be key to
maximizing Al’s potential, especially for technologies such as Agentic AI.

As Generative AI and AI-led solutions continue to transform businesses, organizations need to keep adapting to these advancements. In this
evolving landscape, we remain focused on execution, keeping a sharp eye on the micro as AI-led opportunities unfold.

Our AI innovation approach combines the best of existing advancements with a focus on industry-specific impact. We deliver transformative
solutions that drive tangible outcomes, empower industries, and shape AI’s future with relevance and purpose.

At Mphasis, we believe that the true value of AI as foundational AI matures will emerge in the application layer. i.e. the layer between the
foundational AI and human interface. To this end, our focus has been on creating applied AI solutions, whether it’s for enhancing customer
experience, employee productivity or enterprise efficiency. Our AI platforms Mphasis NeoZeta™, NeoCrux™ are examples of Applied AI to
solve a previously cumbersome human capital-intensive problem with AI powered solutions. Through our Service-Led Transformation™
approach, we are executing fast-moving AI projects that seamlessly integrate human expertise with AI, ensuring enhanced efficiency and
impact.

We continue to benefit from our tech-led, account-focused strategy while also seeing positive trends across our business. As a company, we
are committed to embedding AI across our services to deliver faster, more intelligent, and efficient solutions to our clients.

We launched a cutting-edge Cyber Fusion Center in Bangalore, reinforcing our commitment to enhancing cybersecurity solutions for global
clients. This center operates 24/7, providing advanced threat detection, incident response, and continuous threat monitoring powered by
AI, ML, and automation.

Our long-term investments in AI and commitment to innovation are bringing strong outcomes for both our clients and the company. With a
differentiated full-stack approach to AI, we are uniquely positioned to lead in this new era and are now seeing our strategy deliver at scale.
Our approach is built on four key pillars: establishing a strong data foundation; building enterprise-grade identity and access management to
ensure data security and privacy; creating a robust AI technology foundation; and developing a strategic AI roadmap guided by clear design
principles.

AI-led transformation is not only creating new opportunities but also redefining service delivery, enabling larger, savings-driven transformation
wins, reimagining legacy modernization, expanding our addressable market, and accelerating pipeline growth. Our platforms, NeoZeta and
NeoCrux, are delivering significant efficiencies, cost savings, and reduced project risks. As a result, our AI-led deal pipeline has surged from
25% in Q4 FY’24 to 55% in Q3 FY’25, and 65% in Q4. AI continues to power proactive deal creation, strengthen competitiveness, especially
in run-the-business spend, and differentiate us through our platform-led approach.

We have established the Mphasis Gen AI Foundry in partnership with AWS to model industry-specific use cases and develop Proof of
Concepts (POCs). Driven by the Mphasis.ai business unit, we will collaborate closely with clients to understand and prioritize their unique
use cases.

Additionally, to stay ahead in AI-driven software development, we have introduced a GitHub Copilot training program to enhance developer
productivity, streamline coding tasks, and elevate code quality. This initiative ensures our teams are equipped with the latest tools to drive
innovation.

Beyond technology, at Mphasis we are committed to sustainability-led innovation. Integrating sustainability into our solutions, we lower
our environmental impact while empowering clients to meet their sustainability objectives. By harnessing AI, IoT, and cloud computing, we
optimize resource efficiency, minimize waste, and enable smarter decision-making.

Your company has joined the global movement by committing to Science-Based Targets Initiative (SBTi) GHG reduction targets, reinforcing
our dedication to meaningful climate action. This commitment aligns with our company’s broader effort to drive sustainable innovation,
reduce our environmental footprint, and create a lasting positive impact on the planet.

As we continue to innovate for the future, we remain focused on building solutions that are intelligent, efficient but also ethical, and
sustainable, creating long-term value for our clients, communities, and the planet.

DIVIDEND

In line with the Dividend Distribution Policy of the Company, your directors are pleased to recommend a final dividend of ' 57 per equity
share of ' 10 each for the financial year ended 31 March 2025. The dividend, if approved at the ensuing 34^th Annual General Meeting will be
paid to those members whose names appear in the Register of Members as on close of Wednesday, 9 July 2025.

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 2025, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed and forms part of
this Annual Report.

EMPLOYEES

In an era of rapid technological evolution, your company remains committed to equipping its workforce with the skills, agility, and resilience
needed to navigate the ever-changing IT services landscape. Through strategic talent initiatives, we are fostering a culture of continuous
learning, adaptability, and innovation, ensuring our employees remain at the forefront of industry transformation.

As customer expectations evolve, technology professionals must embrace upskilling, cross-functional expertise, and emerging digital
capabilities. Our FY26 focus is on building a future-ready workforce capable of anticipating industry shifts and delivering transformative,
high-impact solutions.

Strategic Talent Roadmap

To future-proof our workforce and align with the next wave of IT services evolution, we are strengthening our approach to:

• Next-Gen Talent Development - Expanding our digital learning ecosystem with a strong focus on AI, ML, and next-gen technologies. The
infusion of our NeoZeta™ and NeoCrux™ AI platforms is driving a fundamental shift, redefining our addressable market and accelerating
AI adoption. This impact is reflected in our deal wins and pipeline growth, reinforcing the strategic importance of AI in our business
expansion.

• Agile Workforce Transformation - Fostering a skill-based talent model that enables cross-functional collaboration, mobility, and
expertise in different capabilities.

• Innovation-Led Growth - Leveraging platforms like Geek Cloud to encourage real-time problem-solving, rapid prototyping, and
continuous experimentation, reinforcing a culture of innovation.

• Leadership Capabilities - We are investing in leadership capabilities by promoting growth mindsets, design thinking, and data-driven
decision-making. These programs aim to develop future leaders who can navigate complex challenges with confidence.

Redefining Employee Experience in IT Services

Building on our Mphasis Hyperscalers framework, we continue to redefine workforce engagement by leveraging digital tools and AI-driven
insights to personalize employee experiences. Instead of a one-size-fits-all approach, our HR programs are tailored to evolving career
aspirations, skill development needs, and market dynamics, ensuring a highly engaged and productive workforce.

Commitment to Workforce Excellence and Inclusion

As a leader in People-First HR Excellence, Mphasis remains committed to championing diversity, equity, and inclusion (DEI) through
impactful initiatives like the UN Women’s HeForShe campaign and the LeadHER program. Since its inception, LeadHER has empowered
numerous women to advance their careers, fostering a future where women can lead, succeed, and redefine possibilities. By emphasizing
meritocracy, talent mobility, and workforce agility, Mphasis continues to create equitable opportunities and solidify its reputation as a top
employer of choice

Future Outlook: A Competitive and Resilient Workforce

Looking ahead to FY26, your Company is dedicated to empowering employees with decision-making autonomy, fostering a culture of agility
and proactive innovation. By investing in cutting-edge talent strategies, advanced skill-building programs, and leadership development, we
will continue to create and sustain competitive advantage for our talent.

COMMUNITY OUTREACH

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mphasis F1 Foundation harnesses technology to make education accessible, provide digital upskilling for underserved communities, and
prepare individuals for success in the evolving digital landscape. Inclusion has been a priority, with initiatives that empower Persons with
Disabilities (PwDs) by providing access, affordable technology assistance and employment. We are committed to environmental sustainability
by driving climate action through water conservation, carbon sequestration, oxygen production, and biodiversity protection. Through our
‘Tech for Good’ approach, we lead initiatives that use technology to drive social transformation and create meaningful change. The Mphasis
F1 Foundation champions these efforts, working across sectors to build a more equitable and sustainable future for all.

CSR at Mphasis is implemented through Mphasis F1 Foundation (an independent registered Trust). During the year, the Company spent
' 391.48 million on the CSR expenditure which is also the prescribed CSR spend under the law. The CSR annual report for the year ended
31 March 2025 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 at: https://www.mphasis.com/home/
corporate/communitv-social-responsibilitv.html.

PREVENTION OF SEXUAL HARASSMENT (POSH)

Your Company is committed to providing a safe and inclusive workplace free from sexual harassment. We believe in providing a mechanism
for addressing complaints of sexual harassment by any employee, without the fear of reprisals in any form or manner. At Mphasis, we believe
that a culture of respect, understanding, and inclusivity is vital for creating a workplace where every employee thrives.

Your Company has Sexual Harassment policies covering POSH India policy which is in adherence to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act”) which is applicable for only women employees in India and a
Global POSH Policy which applies to all other employees except women employees in India.

Our POSH Policy is in alignment with the laws of the land. We ensure that our policy complies with legal requirements while adhering to our
internal processes.

During FY25, 28 sexual harassment complaints were filed, of which 27 complaints were disposed as at 31 March 2025. The remaining
1 complaint, as at the date of report, is under process for being resolved, which is within the prescribed time limits.

ESTABLISHMENT OF VIGIL MECHANISM

The 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. As representatives of the Company, all stakeholders are expected to conduct themselves with
utmost integrity and ensure they are always compliant with all applicable laws and regulations. The Company has a Whistleblower Policy to
enable persons who observe unethical practice (whether or not a violation of law), or violation of the Code of Business Conduct, other than
matters covered by the POSH Policy to approach the Whistleblower Custodian without revealing their identity if they choose to do so. This
policy governs reporting and investigation of allegations of suspected improper activities that are breach of Code of Business Conduct and
violation under code for prevention of Insider Trading. 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. Also,
if the complaint is against any member of the Whistleblower Committee or the Executive Council or the Whistleblower Custodian or any
of the members of the Whistleblower Office, the same would be looked into by the Ombudsperson. This Policy covers all Mphasis group
companies, and its affiliates, Directors, suppliers, clients, and contractors engaged in rendering the services.

DIRECTORS

APPOINTMENT

Pursuant to Section 149 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 28 March 2024, based
on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Sunil Gulati (DIN: 10473127) as
an Independent Director of the Company for a 5 consecutive years effective 1 April 2024. As required under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had sought approval of members for appointment
of Mr. Sunil Gulati as an Independent Director by means of a special resolution passed through Postal Ballot. The shareholders approved his
appointment with requisite majority and the results of the Postal Ballot was declared on 9 May 2024.

Pursuant to Section 149 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 16 August 2024, based on
the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Girish Paranjpe (DIN: 02172725) as an
Independent Director of the Company for a 5 consecutive years effective 1 October 2024. As required under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had sought approval of members for appointment
of Mr. Girish Paranjpe as an Independent Director by means of a special resolution passed through Postal Ballot. The shareholders approved
his appointment with requisite majority and the results of the Postal Ballot was declared on 19 September 2024.

RE-APPOINTMENT

In accordance with Section 152 of the Companies Act, 2013, Mr. Amit Dalmia (DIN: 05313886), Mr. Amit Dixit (DIN: 01798942)
and Mr. Marshall Jan Lux (DIN: 08178748) will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

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.

In the opinion of the Board, all the Directors, as well as the Directors proposed to be appointed/ re-appointed possess the requisite
qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

Mr. Davinder Singh Brar (DIN: 00068502) retired as an Independent Director of the Company effective from closing hours of
30 September 2024 due to completion of his tenure. The Board places on record its appreciation for the services rendered by
Mr. Davinder Singh Brar during his tenure as an Independent Director of the Company.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Manish Dugar resigned as the Chief Financial Officer of the Company effective 16 August 2024. The Board places on
record its appreciation for the services rendered by Mr. Manish Dugar as Chief Financial Officer of the Company. Accordingly, the Board
at its meeting held on 16 August 2024, appointed Mr. Aravind Viswanathan as the Chief Financial Officer of the Company effective
16 August 2024.

Later during the year, Mr. Subramanian Narayan, resigned as the Company Secretary and Compliance Officer of the Company effect
22 November 2024. The Board places on record its appreciation for the services rendered by Mr. Subramanian Narayan during his tenure
with the Company. Accordingly, the Board at its meeting held over 22 and 23 January 2025 appointed Mr. Sivaramakrishnan Puranam as the
Company Secretary (Interim) and Compliance Officer of the Company effective 23 January 2025.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the annual performance evaluation of the Board, Committees and individual directors are available in the
section headed Corporate Governance, forming part of this Annual Report.

MEETING OF THE BOARD AND COMMITTEES

During the FY25 the Board met six times. The meeting details are available in the section headed Corporate Governance, forming part of
this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
Further, the details of the Board level Committees are also available in the section headed Corporate Governance, forming part of this Annual
Report.

DECLARATION BY INDEpENDENT DIRECTORS

The Company has received necessary declaration from each Independent director that they meet the criteria of independence laid down in
Section 149(6) and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

They have further confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties and that they are independent of the management.

In the opinion of the Board, all the Independent Directors have integrity, expertise, experience and proficiency.

STATUTORY AUDITORS

The members at the thirty second Annual General Meeting held on 20 July 2023, had approved appointment of B S R & Co. LLP, Chartered
Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors to hold office for the second term of five consecutive
years from the conclusion of the thirty second Annual General Meeting till the conclusion of the thirty seventh 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 2025.

During the year, the Statutory Auditors have not reported to the Audit Committee any material fraud on the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board at its meeting held over 22 and 23 January 2025 appointed Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), as the
Secretarial Auditor for the financial year 31 March 2025. In addition, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Msource (India) Private Limited, a material unlisted subsidiary of the Company undertook the secretarial
audit for the financial year 31 March 2025.

As required under the Section 204 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the secretarial audit reports of the Company and its material subsidiary for FY25 are annexed and form part of this Annual Report. The
audit reports do not contain any qualification, reservation or adverse remarks.

The Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on 24 April 2025, approved the
appointment of Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), as the Secretarial Auditor of the Company for a period of five
consecutive years commencing from 1 April 2025 to 31 March 2030, at a remuneration as may be mutually agreed between the Board and
the Secretarial Auditor and recommended the same for approval of the shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT

Information as per Section 134(5) of the Companies Act, 2013, is annexed and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Applying technology for sustainability is not just a strategic choice but a core philosophy that guides your company’s actions and decisions.
The commitment to sustainable development is grounded in the company’s belief that innovation and digital transformation are essential for
addressing pressing environmental and social challenges. Your Company’s notable performance in 2024 on leading ESG ratings, such as the
S&P Global ESG Score of 74, A (Average) MSCI Rating in corporate governance, human capital development, and carbon emission planning
and strong ESG Score of 63 on Crisil underscores the firm’s commitment to purpose-driven growth. Also, by committing to the Science-
Based Targets initiative (SBTi) for greenhouse gas (GHG) reduction, your company has aligned with a global movement and shown a strong
commitment to driving meaningful climate action. As a responsible and forward-thinking corporate citizen, your company is embedding
sustainability across operations and setting industry benchmarks by addressing real-world challenges with intent and impact.

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the BRSR forms
part of this Annual Report and is available on the website of the Company at www.mphasis.com. Further, the Company has appointed
TUV SUD South Asia Private Limited as the assurance provider.

The details of the Company’s sustainability goals, progress and targeted initiatives are available on our website at https://www.mphasis.com/
content/dam/mphasis-com/global/en/investors/annual-reports/2025/business-responsibilitv-report-2025.pdf.

SUBSIDIARIES

As on 31 March 2025, your Company has 42 subsidiaries in Australia, Belgium, Canada, France, Germany, India, Ireland, Mauritius,
Netherlands, People’s Republic of China, Philippines, Poland, Singapore, the United Kingdom, Kingdom of Saudi Arabia and the United States
of America. In addition, the overseas subsidiaries have 18 branches in Argentina, Canada, Costa Rica, France, Hungary, India, Japan, Malaysia,
Mexico, New Zealand, People’s Republic of China, Sweden, Switzerland, Taiwan and the United States of America. During the year, PT. Mphasis
Indonesia was liquidated effective from 9 October 2024.

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
Annual 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 has been provided
where such financial statements are in the foreign language.

A copy of the above financial statements will be sent to the members upon request.

EMPLOYEES STOCK OPTION PLAN AND RESTRICTED STOCK UNIT PLAN

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 I & II), Mphasis Employees Stock Option Plan - 2016 (ESOP 2016) and Restricted Stock Units Plan 2021 (RSU 2021). During the
year ended 31 March 2025, the Company has allotted 1,078,142 equity shares pursuant to the exercise of stock options and restricted stock
units. Further, during the year ended 31 March 2025, the ESOP Compensation Committee granted 262,520 stock options and 118,880 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 2025 is annexed to the Board’s report and is also uploaded on the website of the Company at www.mphasis.com. The Company
has received a certificate from the Practicing Company Secretary, that the ESOP and RSU Plans have been implemented in accordance with
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and the resolutions passed by the shareholders. The certificate
would be placed at the Annual General Meeting for inspection by the members.

RELATED PARTY DISCLOSURES AND DIRECTORS' INTEREST

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. 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
Annual Report.

The related party disclosures are being made to the Stock Exchanges on a half yearly basis as required under Regulation 23(9) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the director holds any shares or stock options in the Company as on 31 March 2025 except Mr. Nitin Rakesh, Chief Executive Officer
and Managing Director, who holds 266,378 shares. None of the directors had any other interest in the share capital of the Company as at
31 March 2025.

SHARE CAPITAL AND TRANSFER TO RESERVES

The issued share capital of the Company as on 31 March 2025 stood at '1,900.84 million and Reserves and Surplus stood at '94,383.12
million (consolidated basis) and '61,089.02 million (standalone basis) respectively.

No amount is proposed to be transferred to reserves for the financial year ended 31 March 2025.

DETAILS OF DIRECTORS REMUNERATION

We affirm that the remuneration paid to the directors is as per the terms mentioned in the Director Remuneration Policy of the Company.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive
attributes, independence of a director and other matters as required under Section 178 of the Companies Act, 2013 is available on our
website at www.mphasis.com.

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
Annual 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, 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 Annual Report.

ANNUALRETURN

The Annual Return of the Company as at 31 March 2025 in Form MGT-7 is uploaded on the website of the Company under financials and
filings section at Annual Return. 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.

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.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between 31 March 2025 and the date
of this report.

corporate codes & policies

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015 and any other applicable laws are available in the section headed Corporate Governance, forming
part of this Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a. conservation OF ENERGY

Your company is focused on reducing energy consumption and carbon emissions through effective energy management and sustainable
initiatives like Light-emitting diode (LED) light fixtures, occupancy sensors at office premises, state of art energy efficient variable
refrigerant volume AC units, Precision Air Conditioning (PAC) units and Variable Refrigerant Volume (VRF) units, which replaced the
inefficient AC units. The AC distributions are zone wise which are controlled and monitored by Variable Air Volume (VAV) controls
through the Building Management System (BMS). The new AC units are incorporated with environmentally friendly refrigerants.

Your company has been one of the early adopters of renewable energy and strives to move towards the same. In FY 25, 53.97% of the
total energy consumption was sourced through renewable energy. The Company has installed solar panels with a capacity of 10KW
at Mangalore facility to promote sustainability energy usage. Year on year target has been set to maintain the electricity intensity to
1.75 KWh per Sq feet area and carbon footprint by 1%. The energy and carbon footprints are monitored through inhouse developed
Energy Management System application.

Mphasis facilities at World Technology Centre and GTP Tower at Bengaluru have been certified LEED (Leadership in Energy and
Environmental Design) Platinum by UGBC (United States Green Building Counsel) along with the new facility Phoenix-Hyderabad. The
Key facilities at - Bengaluru and Pune have been awarded with ? ???? (5 star) rating by Bureau of Energy Efficiency, Government of
India (BEE). These ratings are Nationally accepted Industrial benchmark in India. Mphasis Facilities in Bengaluru, Pune and Chennai
are certified for ISO 14001:2015 by British Standard Institute (BSI) showcasing the demonstration and competence towards the
Environment Management System (EMS).

B. TECHNOLOGY absorption:

Particulars relating to technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNINGS OR OUTGO: (' million)

OTHER DISCLOSURES

a) 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.

b) In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1,
SS-2 and SS- 4, relating to the ‘Meetings of the Board, ‘General Meetings’ and ‘Report of the Board of Directors’, respectively, as specified
by the Institute of Company Secretaries of India and approved by the Central Government.

c) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially
impact the business of the Company; and

d) There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or
Financial institutions.

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, Telangana, Maharashtra, Tamil Nadu, Reserve Bank of India, other governmental agencies, Trade Associations and NASSCOM. We
also thank the government agencies of various other countries where your Company has 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.

For and on behalf of the Board of Directors

San Francisco, USA Jan Kathleen Hier

24 April 2025 Chairperson