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Mphasis Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2019

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2019

1. The financial results have been prepared in accordance with the Indian Accounting Standards ("Ind AS") specified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time. These results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 27 May 2019. The statutory auditors have expressed an unmodified audit opinion on these results.

2. The Board of Directors, in its meeting held on 10 May 2018 had proposed the final dividend of Rs. 20 per share for the year ended 31 March 2018. The dividend proposed by the Board of Directors has been approved by the shareholders' in the Annual General meeting held on 7 August 2018.

3. With effect from 1 April 2018, the Company adopted Ind AS 115 - Revenue from contracts with customers and has transitioned using the cumulative effect method. The standard has been applied retrospectively only to contracts that were ongoing on the date of initial application and the comparative information is not restated in the financial results. The adoption of the standard did not have a material impact on the financial statements of the Company.

4. During the current year, the Company has completed the buyback of 7,320,555 fully paid-up equity shares of face value Rs. 10 each ("equity shares"), representing 3.79% of the total paid-up equity share capital of the Company, at a price of Rs. 1,350 per equity share for an aggregate consideration of Rs. 9,882.75. In line with the requirement of the Companies Act, 2013, an amount of Rs. 176.59, t 743.89 and Rs. 8,962.27 has been utilized from securities premium, general reserve and retained earnings respectively. The shares accepted under the buyback have been extinguished on 28 December 2018 and the paid-up equity share capital of the Company has been reduced to that extent. Subsequent to completion of the buyback, the Company has transferred Rs. 73.21 to the Capital Redemption Reserve representing face value of equity shares bought back.

5. The Board of Directors in their meeting held on 27 May 2019 have proposed a final dividend of 127 per equity share for the year ended 31 March 2019 which is subject to the approval of shareholders at the ensuing Annual General Meeting and if approved, would result in a cash outflow of approximately Rs. 5,027.91, inclusive of dividend distribution tax of Rs. 1,033.50.

6. The figures for the current quarter ended 31 March 2019 are the balancing figures between audited figures for full financial year and published year - to - date figures upto 31 December 2018. The figures for the corresponding previous quarter ended 31 March 2018 are the balancing figures between audited figures for full financial year and the year - to - date figures upto 31 December 2017.

7. The results for the quarter and for the year ended 31 March 2018 were audited by the previous statutory auditors.



Nitin Rakesh
Chief Executive Officer