Mphasis Ltd Directors Report

Dear Shareholders,

We have pleasure in presenting you the thirty third Annual Report of your Company for the year ended 31 March 2024.

FINANCIAL PERFORMANCE

Key aspects of the financial performance of the Company are as follows:

	CONSOLIDATED		STANDALONE
Particulars	Year ended 31 March 2024	Year ended 31 March 2023	Year ended 31 March 2024	Year ended 31 March 2023
Total Income	134,963	139,601	92,282	95,431
Expenses	114,280	117,870	71,901	76,612
Profit before taxation	20,683	21,731	20,381	18,820
Net Profit	15,548	16,379	14,461	14,139
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 IT industry continues with multifaceted challenges amidst global uncertainty, macroeconomic fluctuations and softening of technology spends across industries. In the face of potential economic slowdowns, firms are strategically manoeuvring to safeguard revenue, growth and profitability. In addition, there is an inflection point in the application of newer technologies, at scale as follows: Applying machine learning for efficiency and rapidly processing and executing the ever-increasing vast volumes of complex data (text as well as unstructured data, including images).

Infusion of Artificial Intelligence (AI) in business, society and personal lives. AI is yet another inflection point in technology evolution. We expect that over the next three to five years, every facet of the IT industry is likely to undergo AI integration, reshaping traditional paradigms.

Governance mechanisms as we stand at a crossroads of technology and ethics. AI is a monumental shift that demands vigilant oversight, new regulatory frameworks and an unwavering commitment to ethical, transparent, controllable innovations that harmonize with human values.

The 2024 Nasscom Annual Enterprise and Tech Services CXO Survey indicates that GenAI continues to be a primary focus for over 95% of organizations in the coming years. Technology providers are expecting a rise in investment in core areas such as cloud computing, modernizing IT infrastructure, enhancing digital customer experiences and advancing digital engineering projects. They continue to prioritize the development of Generation AI technologies.

The industry has witnessed a surge in the adoption of AI and Generative AI (GenAI), significantly influencing customer and employee experiences, both positively and negatively. Cybercrime powered by AI is just as prolific as AI enabled chatbots. This opens a new dimension of predictive and preventive AI driven cybercrime solutions to quantum cryptographic to elevate security and encryption. The integration of AI, cloud computing and data analytics is crucial across various domains, from application development to managing infrastructure and migrating to cloud. This interconnect enhances and spreads through every facet of the technological landscape, making AI more than just a standalone service— an integral fibre of the entire ecosystem. By using artificial intelligence, companies have the potential to make business more efficient and profitable. But ultimately, the value of AI isnt in the systems themselves. Rather, its in how companies use these systems to assist humans. A recent article from McKinsey advises companies to remember the valuable insights gained from digital and AI transformations. It emphasizes that competitive edge stems from developing both organizational and technological capacities to innovate, implement and enhance solutions on a large scale. Essentially, this entails restructuring the business to facilitate widespread digital and AI innovation. To execute on this vision, businesses will need upskilled workforces and must build, buy or partner with specialised AI organisations to take advantage of the potential of the technologies. AI systems require continuous learning and updating that can only be facilitated by human oversight. Employees must be involved in the ongoing development and improvement of AI systems to ensure their effectiveness and relevance. It is important to foster a corporate culture that emphasizes collaboration between AI systems and human intelligence.

In such an environment, agile adaptation, customer centricity, right processes, procedures and sharp decision-making are imperative. As organizations experiment and create value with these tools, governmental agencies will keep a finger on the pulse of regulatory and compliance risks. Slow progress towards widespread adoption is likely due to cultural and organizational barriers. But leaders who effectively break these barriers will be best placed to capture the opportunities of the AI era.

At Mphasis, platforms like Talent Next encourage implementation of learning initiatives tailored for employees, nurturing and developing their capabilities and sustaining their thinking and judgment. These programs facilitate comprehension of AI principles, interpretation of its outcomes and enables informed decision-making.

With this foundation, your Company established archetypes through AI-driven enhancements. Continuous investment has been a hallmark of every strategy, ensuring the archetype approach remains at the forefront. Notably, every effort has fostered partnerships spanning various platforms and specialized AI and data providers. The network ecosystem boasts collaborations with hyper scalers alongside market-leading AI platforms and solution providers like Code. AI, Work Fusion and Databricks. As these offerings expand, your Company anticipates the emergence of additional key archetypes. Emphasizing sustained investment in strategic areas vital to clients transformation and technological adoption journey, the initiatives encompass diverse forms, including organic capability building within teams, cultivating partner-driven capabilities and competency enhancement through strategic acquisitions in domains such as AI, cloud and design.

At Mphasis, cloud and cognitive-led solutions have been central to our unique Front2Back^TM approach to transformation. Mphasis.ai division provides a range of advantages to enterprise clients, encompassing solutions geared towards achieving business objectives. This begins with the AI Advisory division, aiding in evaluating and pinpointing crucial AI initiatives and extends to comprehensive transformations like contact centre and customer experience enhancements. Your Company observes AIs impact branching into new spheres like productivity enhancement and delivery optimization, broadening the potential market within these service realms.

Your Companys pioneering launch of Mphasis.ai stands as a testament to the strategic investments made in this capability over the past few years. Through NEXT Labs, your Company consolidated various components to apply AI as a horizontal in all solutions provided to the clients. Additionally, your Company observed emergence of communities bridging the Mphasis.ai unit and tribes. Initial archetypes have been established with a focus on AI-enabling each tribe and deal archetype, necessitating the reskilling of available talent across diverse skill sets.

Furthermore, your Company has a robust growth in the pipeline. Both the Banking Financial Services and non-Banking Financial Services pipelines have exhibited strong year-on-year growth, despite the significant deal wins in the past twelve months. Additionally, the proactive deal pipeline continues to remain strong, with approximately 81% of our deals originating from proactive pursuits.

At Mphasis, we remain steadfast in our dedication to both micro-level intricacies and ensuring operational stability, even amid the fluctuations within the broader macro environment. Our deal strategies are bolstered by strategic capability acquisitions, enabling us to expand our range of services comprehensively. Your Company maintains a proactive stance, strategically investing in areas where demand is anticipated to materialize. With a focus on revenue growth, your Company harness strong client-mining approach and technology-driven solutions to drive its strategic objectives forward.

Your Company is also fully committed to acknowledging the urgency of combating climate change and its potential impacts on the environment, society and business operations. Our dedication to achieving carbon neutrality by 2030 reflects our deep-rooted environmental and community responsibilities. Through rigorous energy audits, meticulous identification of savings opportunities and the adoption of cutting-edge, efficient technologies, your Company is actively working towards reducing its carbon footprint.

DIVIDEND

Your directors are pleased to recommend a final dividend of _55 per equity share of _10 each for the financial year ended 31 March 2024, subject to your approval at the ensuing Annual General Meeting.

ACQUISITION

Your Company through its wholly owned subsidiary, Mphasis Consulting Limited, UK, acquired eBECS Limited together with its subsidiary eBECS Business Solutions (Ireland) Limited, Ireland, on 2 June 2023. eBECS is a Microsoft Gold Partner delivering total Microsoft Business Solutions and Managed Services that help clients digitally transform their businesses, cut complexity and cost, improve customer service and drive growth. eBECS offers tailored, industry-focused Microsoft Dynamics 365 solutions that embrace Operations (AX and NAV ERP), Sales, Marketing, Customer Service (CRM), Field Service, Project Service Automation, Analytics, BI and IoT — on-premise or in the Microsoft Azure intelligent cloud. Consequent to this acquisition, eBECS Limited, UK, is a subsidiary of Mphasis Consulting Limited, UK.

Your Company through its wholly owned subsidiary Mphasis Corporation, USA, acquired Sonnick Partners LLC, USA, (doing business as Silverline), together with its subsidiaries, Shift US Holdings LLC, USA, Silverline Canada Holdings Inc, Canada and Sonnick CRM Solutions LLP, India, on 12 October 2023. Sonnick Partners LLC is a digital transformation consultancy and Salesforce partner headquartered in New York. Silverline is focused on consulting and advisory services, implementation, managed services and speciality capabilities. Consequent to this acquisition, Sonnick Partners LLC, USA, is a subsidiary of Mphasis Corporation, USA.

ENTERPRISE RISK MANAGEMENT

A detailed analysis of risks monitored 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 compliance for the year ended 31 March 2024, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed and forms part of this Report.

EMPLOYEES

Your Company considers it imperative to prepare its employees to thrive in an ever-evolving business landscape. Your Company has taken significant initiatives to equip them for understanding the dynamics of IT industry and to evolve beyond disruptions. The pace of change in how customers view IT services decides what technology experts needs to do to meet these expectations. Through our vision for enabling employability, we cater to overarching themes of talent development, career planning, retention and employee satisfaction. Mphasis hyperscalers-personalizes HR programs by leveraging digital tools and technologies. Your Company is committed to tailoring HR initiatives to the individual needs and preferences of employees, rather than adopting a one-size-fits-all contributing to a more productive and engaged workforce. Your Companys employees rally around 5 key principles of Mphasis First (commitment to stakeholders, customers and community), Growth Mindset, Ready-fire-aim (action orientation), Work for each other (team players) and Disagree but commit (go beyond personal differences to meet a shared goal). These create the base for fostering a positive and productive work environment. A skilled and adaptable workforce is critical for staying competitive and delivering innovative solutions. Mphasis specialized innovation programs, like Geek Cloud, provide hands-on approaches to problem-solving through rapid prototyping, experimentation and iteration. Investing in top talent is a strategic approach of your Company to adapt and stay ahead. By recruiting top talents, providing next-gen skill training programs, enabling continuous learning and offering competitive pay and benefits, your Company attracts and retains skilled talents. Your Company won Gold category award at the equitable hiring awards recognizing its commitment to prioritizing equitable and inclusive hiring practices, where job seeker from all backgrounds can thrive. In addition, your Company also received Gold category award from Brandon Hall Group for the Hi-Tech, Hi-Touch and Hi-Trust Candidate Experience Model.

The talent management programs implemented by your Company, such as Talent Next and X2C² strategy, demonstrate a proactive TM approach for engaging with talent segments and skill communities. These initiatives promote meritocracy, upskilling and career progression within the organization. Recognizing its robust talent practices, your Company was awarded People First HR Excellence Award for leading practices in Talent Management. Your Company continuously commits being an equal opportunity employer through initiatives such as UN Women Empowerment Campaign – HeForShe, a gender equality movement. Inclusivity is at the core of all the initiatives. Your Company not only provides excellent career opportunities but offers varied positive interventions for talent and capability building. Professional growth is encouraged through empowerment and decision making opportunities, resulting in improved business responsiveness.

COMMUNITY OUTREACH

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Companys CSR is committed to bringing social change by applying the power of technology and disruptive solutions. Your Company believes that use of technology, tools and resources responsibly is transformational for positive outcomes in the areas of education, livelihood, inclusion and environmental sustainability. Our 2-pronged approach to sustainability, enables to deliver value to the community and our stakeholders, by applying tech for the good of our business and society. This has led your Company to undertake several CSR programs that aim to benefit socially excluded and economically disadvantaged groups, including support for vulnerable communities, afforestation and rainwater conservation. Your Company also focuses on 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 _354.65 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 2024 is annexed and forms part of this Report.

The highlights of your Companys CSR activities are described in detail on the website of the Company at: https://www.mphasis.com/ home/corporate/community-social-responsibility.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 FY24, 42 sexual harassment complaints were filed, out of which 40 complaints were closed as at 31 March 2024. The remaining 2 complaints, as at the date of the report, 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. 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 (Chairperson 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 AND KMP

Mr. Narayanan Kumar (DIN: 00007848) retired as an Independent Director of the Company effective closing hours of 31 March 2024 after completion of his tenure approved by the members. The Board places on record its appreciation for the services by Mr. Kumar during his tenure as an Independent Director of the Company. Pursuant to Section 149 of the Companies Act, 2013 and subject to approval of the members,the Board had in its meeting held on 28 March 2024, approved appointment of Mr. Sunil Gulati (DIN:10473127) as an Independent Director of the Company for a period of 5 years effective 1 April 2024. Considering Mr. Sunil Gulatis experience of over 4 decades as a reputed and global thought leader coupled with his winning mindset, diverse experience and track record of implementing transformational strategies, the Board of Directors is of the opinion that it is in the interest of the Company to appoint Mr. Sunil Gulati as an Independent Director for a period of consecutive five years with effect from 1 April 2024. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has sought approval of members for appointment of Mr. Sunil Gulati as an independent director by means of special resolution through Postal Ballot which was despatched to the members on 8 April 2024. The e-voting on the above resolution will close on 8 May 2024 and the results of the postal ballot will be declared on 9 May 2024.

In accordance with Section 152 of the Companies Act, 2013, Ms. Courtney della Cava (DIN:09380419), Mr. Pankaj Sood (DIN:05185378) and Mr. David Lawrence Johnson (DIN: 07593637) will retire by rotation at the ensuing Annual General Meeting and are eligible for re-election.

The Board recommends the above appointments and re-appointments for approval of the members. Necessary resolutions in connection with the above appointment and re-appointments are being placed for approval of the members at the ensuing Annual General Meeting.

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 2024.

SECRETARIAL AUDITOR

The Board had in its meeting held on 1 February 2024 appointed Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), as the Secretarial Auditor for the financial year ended 31 March 2024. 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 FY24 are annexed and forms part of this Report. The audit reports do not contain any qualification, reservations 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 2024.

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 governance, strategy, risks and procedures. The CSR Committee of the Board monitors the ESG initiatives of the Company on a periodic basis and provides inputs to the management. 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.

The BRSR report for FY24, detailing the business responsibility and sustainability practices, is uploaded on the website of the Company at https://www.mphasis.com/home/corporate/investors.html under Financial and Filing section and forms part of the Annual Report.

OTHER DISCLOSURES SUBSIDIARIES

As on 31 March 2024, your Company has subsidiaries in Australia, Belgium, Canada, France, Germany, India, Ireland, Mauritius, Netherlands, Peoples 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 branches in Argentina, Canada, Costa Rica, France, Hungary, Japan, Malaysia, Mexico, Peoples 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, https://www.mphasis.com/home/corporate/investors.html under Financial and Filing section. 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 Companys 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.

Your 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 2024, your Company has allotted 597,956 equity shares pursuant to the exercise of stock options and restricted stock units. Further, during the year ended 31 March 2024, the ESOP Compensation Committee granted 197,200 stock options and 37,000 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 2024 is annexed to the Boards report and is also uploaded on the website of the Company at https://www.mphasis.com/ home/corporate/investors.html under Financial and Filing section.

The Board of Directors of the Company, in its meeting held on 25 April 2024, based on the recommendations of Nomination and Remuneration Committee and the ESOP Compensation Committee, with a view to further increase participation of the employees in the ownership and growth of the Company and ease the cash outflow during exercise of stock options, considered and approved extending cashless facility at the time of exercise of stock options by the employees. This requires approval of the members by means of a special resolution as per the Companies Act, 2013. Necessary resolutions in connection with the above are being placed for approval of the members at the ensuing Annual General Meeting. The Board recommends provision of Cashless facility for ESOP 2016 for approval of members by means of special resolutions.

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 2024 except Mr. Davinder Singh Brar, Chairman, who holds 28 shares and Mr. Nitin Rakesh, Chief Executive Officer and Managing Director, who holds 149,429 shares (and holds 930,426 stock options and 276,158 stock units). None of the directors had any other interest in the share capital of the Company as at 31 March 2024. 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 arms length basis. The Company has a policy for dealing with Related Party Transactions which has been uploaded on the Companys 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 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.

SHARE CAPITAL

During the year under review, your Company allotted, on various dates, 597,956 equity shares pursuant to the exercise of stock options and restricted stock units. The Issued Share Capital of the Company as on 31 March 2024 stood at _1,890 million and Reserves and Surplus stood at _86,056 million (consolidated basis) and _55,320 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, 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 Boards Report.

ANNUAL RETURN

The Annual Return of the Company as at 31 March 2024 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 AND 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 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 (VRV) 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 FY24, 49% 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 sustainable energy usage. Year on year target has been set for reduction of energy consumption by 5% 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 Council). 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)
(a) Foreign Exchange earned in terms of actual inflows during the year	83,749
(b) Foreign Exchange outgo in terms of actual outflows during the year	34,584

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 your Companys 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. 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
New Delhi, India	D S Brar
25 April 2024	CHAIRMAN