We have pleasure in presenting you the thirty second Annual Report of your Company for the year ended 31 March 2023. FINANCIAL PERFORMANCE

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

This year’s NASSCOM’s strategic review report is themed “Priming for a ‘No Normal’ Future”; as the Indian technology Industry has displayed resilience and growth in the wake of global uncertainty, as well as strengthened its position as a trusted global technology leader over the past several years.

Midway through 2022, uncertainty resulting from recent global events largely centered on persistent inflation, fiscal tightening, market volatility and geopolitical tensions, signalled that the world economy was headed towards a potentially prolonged downturn, foreshadowing a likely global recession.

According to McKinsey’s recent Global Economics Intelligence summary, the growth estimates for 2023 and 2024 have become less acute pointing towards a shorter slowdown, with an anticipated rebound in 2024. Even in the backdrop of this dynamic environment, enterprise IT spending has remained strong and is projected at $4.6 trillion in 2023, an increase of 5.5% from 2022, according to the latest forecast by Gartner.

This duality in the environment is a result of the different economic realities being faced by consumers and enterprises. Enterprises are continuing to increase spending on digital business initiatives despite the slowdown.

A divergence from previous cyclical downturns can be explained by modern enterprises prioritizing segments of technology spend as a means of transforming their business and becoming more innovative, with a view towards optimizing current revenue streams or creating new ones. This is echoed by NASSCOM’s report which states that technology will continue to be a strategic imperative, which is a critical component of business innovation and transformation, as well as a source of improving operational and cost efficiencies. This is also evident by the fact that leaders in enterprise technology are growing five times faster than laggards today, whereas this gap was only two times before the pandemic. Leveraging technology is going to be a critical factor in an enterprise’s catalyst of the future.

In this dynamic environment, your Company continues to move forward from a position of strength. Your Company has a foundation of strong industry solutions, marquee client base and earnings and cash flow; all these aspects will help your Company to continue to execute its growth strategy and insulate it from the market challenges. Your Company’s lead indicators are positive with the second highest deal wins on record where BFSI continues to generate highest share of the pipeline. Even with the recent disruption in the US banking system that impacted smaller community banks, the Company’s larger portfolio of clientele, focused on organizations that are tightly governed, remains protected from the resulting after-effects. Your Company’s business from US regional banks is a low single digit percentage contribution to the overall revenue. Your Company will continue to work with its clients to build their transformation capabilities and get them future-ready. Your Company’s continuously evolving Tribes and Squads model driving the themes of cloud-led transformation is the steering force behind strong TCV. This model has helped your Company to scale its ability to service the growing pipeline; your Company’s overall pipeline for large deals remain strong and well-distributed across all verticals. Some of the pipelines that have been built up over vendor consolidation may translate into additional TCV in near future. At this stage, your Company is focusing on the micro while being attentive to the developing macro-environment.

Your Company made the right choices a few years ago - technology as a service, consumer and cost - are now converging in this backdrop. The technology investing super cycle that started in 2021 is still underway and your Company foresees that enterprises will continue to prioritize investments in areas such as cloud, data engineering and strategic data assets, as well as areas like cybersecurity, customer experience and support transformation, as the latter also leads to a significant cost takeout opportunities. This will necessitate a pivot for the entire industry from maintenance and infrastructure services to transformation that can enable clients to deliver better services to customers and go-to-market faster using data analytics. Having built the foundation to leverage this exact moment, your Company is focused on winning large deals aided by the opportunities present in the market as well our fundamental strengths to stand apart from its peers.

Your Company will continue to invest in the engines of growth by:

• Focusing on our core business services and smaller verticals, outside of BFS such as Healthcare. The growth of smaller verticals reflects the success of your Company’s New Client Acquisition strategy;

• Adding new marquee logos, with large spend pools, provides further growth visibility, as well as differentiation in new segments in addition to BFS; and

• Growing top accounts sequentially, sustaining your Company’s market share gains.

Your Company is confidently embracing this unique environment and leading it by staying true to its purpose, implementing deal archetype playbooks, to protect the core, ensure repeatable growth in capability-led transformation and to accelerate from “Run” to “Change”, at the speed of our clients.

DIVIDEND

Your directors are pleased to recommend a final dividend of ' 50 per equity share of ' 10 each for the financial year ended 31 March 2023, subject to your approval at the ensuing Annual General Meeting.

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 2023, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed and forms part of this Report.

EMPLOYEES

At Mphasis, the ecosystem is powered by Employees - a diverse group of best-in-class talent, who are focused on being future-ready. Your Company embarked on a journey to hyper personalize HR Programs last year which has been enhanced this year through digitization. Your Company has retained its winning culture of equality, fairness, collaboration and transparency.

With the changing IT Industry terrain, your Company focus is to invest in top talent that enables it to navigate dynamic shifts in customer expectations. To meet supply and demand challenges, your Company has enhanced its digital platform with skill-based hiring capabilities and innovative processes to actively pursue the right talent. Your Company’s talent philosophy commits being an equal opportunity employer prioritizing Diversity and Inclusion. Your Company has established the Diversity, Equity and Inclusion Council and allyship program with leaders globally to support Mphasians from diverse backgrounds. From enhancements in insurance plan for gender affirmation and differently abled employees to a more inclusive workspace, your Company is recognized as one of the top employers in the Diversity, Equity and Inclusion space.

Talent Management programs including hire-to-retire policies, customized pay models and career progression frameworks encourage meritocracy and skill development. This has helped your Company in engaging with talent segments and skill communities. Talent Next, a flagship program, coupled with our X2C², strategy (read as “Anything to Cloud powered by Cognitive”: i.e., capability development in NextGen Digital skills) runs across the HR ecosystem. In FY23, this program was further evolved by integrating talent acquisition, talent development, performance management, employee productivity, engagement and total rewards along with catering to employee’s aspirational needs. Since its inception there has been multifold increase in the number of people certified and deployed on NextGen digital skills suiting business requirements.

Accolade, a cloud-based recognition platform, builds a culture of recognition and makes hyper-personalized rewards a reality. Employee achievements are published across the organization fostering the Employees to celebrate their wins regularly. The prestigious Annual ACE awards was conducted entirely on cloud digital platform and encouraged participation from the entire workforce including employee families, creating a sense of belongingness.

As your Company continues to operate in a hybrid work environment, Employees across remote teams and geographies look to collaborate and engage in the office workspace speaking to our Hi-Touch, Hi-Tech and Hi-Trust proposition. All people programs focus employee experience, wellness and their continued growth. Through regular eSAT pulse surveys, the Company gets a real-time insights into employee experiencing, their needs, and the areas to improve. Your Company analyzes the data to identify trends, patterns and opportunities for growth, which enables to make data-driven decisions and take actions that align with our goals and values.

Mphasis has been recognized as one of the 100 Best Companies for Women (BCWI) apart from winning an “Exemplar of Inclusion” in the Most Inclusive Companies Index (MICI) by Avtar and Seramount and a champion in the organizational self-assessment for LGBTQ inclusion by Interweave.

COMMUNITY OUTREACH

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company’s 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 could play a transformational role for positive outcomes in the areas of education, livelihood, sustainability 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 for vulnerable communities, afforestation and rainwater conservation. We also focus 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 ' 323.98 million on the CSR expenditure as against the mandated spend of ' 323.81 million. The CSR Annual Report for the year ended 31 March 2023 is annexed and forms part of this Report.

The highlights of your Company’s CSR activities are described in detail on the website of the Company at: https://www.mphasis.com/ home/corporate/communitv-social-responsibilitv.html.

PREVENTION OF SEXUAL HARASSMENT (POSH)

Your Company is committed to ensuring workplace free from sexual harassment and providing a mechanism for redressal of complaints of sexual harassment without fear or threat of reprisals in any form or manner whatsoever to all its employees irrespective of their gender and sexuality.

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 women employees in India and a Global POSH policy which applies to all other employees except women employees in India.

During FY23, 50 sexual harassment complaints were filed, of which 45 complaints were disposed and 5 complaints are under progress for being resolved, which are within the prescribed time limits.

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 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. 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, the same would be made to the Ombudsperson. 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. The Policy covers all Mphasis group companies and its affiliates, Directors and further extends to all Mphasis suppliers and contractors engaged in rendering the services.

DIRECTORS AND KMP

In accordance with Section 152 of the Companies Act, 2013, Mr. Amit Dixit (DIN: 01798942), Mr. Marshall Jan Lux (DIN: 08178748) and Mr. Kabir Mathur (DIN: 08635072) 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 at the twenty seventh Annual General Meeting held on 7 August 2018, approved appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors to hold office from the conclusion of the twenty seventh Annual General Meeting till the conclusion of the thirty second Annual General Meeting. Consequently, B S R & Co. LLP will complete their term of five consecutive years as the statutory auditors of the Company at the conclusion of this Annual General Meeting.

The Board of Directors of the Company (‘Board’), based on the recommendation of the Audit Committee, in its meeting held on 27 April 2023, unanimously approved the re-appointment of B S R & Co. LLP, as the Statutory Auditors of the Company, for a further consecutive term of five years from the conclusion of thirty second Annual General Meeting till the conclusion of thirty seventh Annual General Meeting, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors and recommended the same for approval of the shareholders.

B S R & Co. LLP have consented to their re-appointment as the Statutory Auditors and have confirmed that the re-appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be re-appointed as the Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder.

As required under the Companies Act, 2013, approval of the members is being sought for re-appointment of B S R & Co. LLP, Chartered Accountants, (Registration No.101248W/W-100022) as the Statutory Auditors of the Company and to fix their remuneration, by means of an Ordinary Resolution. The Board recommends the re-appointment of BSR & Co., LLP for approval of the members at the ensuing 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 2023.

SECRETARIAL AUDITOR

The Board had in its meeting held on 19 January 2023 appointed Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), as the Secretarial Auditor for the financial year ended 31 March 2023. In addition, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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) Regulations, 2015, the secretarial audit reports of the Company and its material subsidiary for FY23 are annexed and forms 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 2023.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Sustainability and social responsibility have always been the cornerstone of your Company. As a responsible and conscious corporate citizen, your Company is committed to integrating sustainability across its operations and demonstrate what it means to be a leader in the industry by setting exceptional standards driven by a purpose-led approach to solving challenges. Your Company is striving to accelerate its commitment to tackle climate change by investing in renewable energy, efficient waste and water management and other green initiatives. To have a long-term influence on the planet and all its stakeholders, your Company has integrated environmental goals into the business strategy, risks, and procedures. As an organization that is fuelled by innovation, your Company places great value on people to grow as a company and maximize positive outcomes by focusing on certain key areas - diversity, equity, and inclusion, learning and development and employee well-being. The details of ESG initiatives are available on our website at https://www.mphasis.com/home/esg.html.

Your Company has reported BRSR for FY23 and the same detailing the business responsibility and sustainability practices is uploaded on the website of the Company at www.mphasis.com under financials and filling section of the Investor page and forms part of the Annual Report.

OTHER DISCLOSURES SUBSIDIARIES

As on 31 March 2023, 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 Argentina, 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 has 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.

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 three 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 2023, the Company has allotted 582,327 equity shares pursuant to the exercise of stock options and restricted stock units. Further, during the year ended 31 March 2023, the ESOP Compensation Committee granted 188,550 stock options and 33,550 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 2023 is annexed to the Board’s Report and is also uploaded on the website of the Company at www.mphasis.com.

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 2023 except Mr. Davinder Singh Brar, Chairman, who holds 28 shares and Mr. Nitin Rakesh, Chief Executive Officer and Managing Director, who holds 159,429 shares ( and holds 981,226 stock options and 310,677 stock units). None of the directors had any other interest in the share capital of the Company as at 31 March 2023. 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 FY23 were in the ordinary course of business and at 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.

The related party disclosures are 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 and the same is available on our website at www.mphasis.com.

SHARE CAPITAL

During the year under review, the Company has allotted, on various dates, 582,327 equity shares pursuant to the exercise of stock options and restricted stock units. The Issued Share Capital of the Company as on 31 March 2023 stood at '1,884 million and Reserves and Surplus stood at '77,464 million (consolidated basis) and '48,203 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, are 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, particulars of the employees posted and working in a country outside India is not circulated to the members, but 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 2023 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.

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 OUTGOA. CONSERVATION OF ENERGY:

Your Company is committed towards energy conservation. We recognize energy efficiency plays central role in lowering your Company’s 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. Your Company has been able to reduce the 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. The new AC equipment’s are with R407c and R410a refrigerants which don’t deplete Ozone layer, hence are environment friendly.

Your Company has been one of the early adopters of renewable energy and strives to move towards the same. Your Company has 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. The energy and carbon footprints are monitored through in-house developed Energy Management System Application.

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. The 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. Some of the Company’s facilities in Bengaluru 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.

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, Telangana, Maharashtra, Tamil Nadu, Reserve Bank of India, other governmental agencies, Trade Associations and NASSCOM. Your directors 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

New Delhi, India D S Brar

27 April 2023 Chairman