Mphasis Ltd

Reason for not providing the DIN - Mr. Eric Winston is the EVP, General Counsel and Chief Compliance Risk and Ethics officer

Mphasis Consulting Limited, UK, a wholly owned subsidiary of the Company, has acquired 49% shareholding in Mrlad Limited, UK. Following this acquisition, Mrald Limited became a wholly owned subsidiary of Mphasis Consulting Limited and a step-down wholly owned subsidiary of the Company.

Received order under Section Sec 201 and Sec 201(1A)A alongwith Notice of demand of INR 232.37 crore under section 156 of the Income-Tax Act, 1961 for AY 2018-2019 & AY 2019-2020. The order mainly contains demand of TDS on overseas payments to foreign associated Enterprises and interest thereon. The order has created demand on tax deductible at source on payment of subcontracting charges to overseas subsidiaries and Associated Enterprises. The case is pending with Office of the DCIT, International tax, Circle 1(1), Bangalore Income Tax Department. Subsequently, the Company has received a rectification Order under Section 154 of the Income Tax Act, 1961 dated September 26, 2025. Pursuant to this order, the tax demand has been reduced from INR 232.37 crore to INR 108.56 crore, resulting in a net reduction of INR 123.82 crore. The same has been intimated to both the Stock Exchanges on September 27, 2025. Appeal has been filed before CIT(A), Guwahati and matter is sub judice.

Received Assessment Order under Section 143(3) read with Section 144B along with Notice of demand of Rs. 2286.86 crores under Section 156 of the Income-Tax Act, 1961 for AY 2023-24. The Order mainly contains income reported by the Company in its return of income and the details of variations in returned income assessed by the assessing officer. The order has made addition to taxable income on account of allowance claimed by the Company on ESOP expense, subcontractor expenses paid to overseas associated enterprises without deduction of tax at source, etc., and addition to taxable income on account of GST turnover difference vis a vis Audited Financial Statements. The Company will file a rectification petition with respect to errors in the computation sheet. Further, the Company is evaluating options to avail itself of legal remedies and shall file an appropriate appeal against the said assessment order. The same has been intimated to both the Stock Exchanges on March 25, 2026.

Received order under sections 201 and 201(1A) of the Income Tax Act, 1961 along with Notice of demand of INR 151.73 crores under section 156 of the Income Tax Act, 1961 for assessment year 2020-21. The order mainly contains demand of TDS on overseas payments to foreign associated enterprises and interest thereon. The order has created demand on tax deductible at source on payment of subcontracting charges to overseas subsidiaries and associated enterprises. The Company, based on its preliminary assessment, believes that it has a good case on merits and is confident of a favourable outcome at the appellate stage. The same has been intimated to both the Stock Exchanges on March 30, 2026.

There is no impact on the financial operations of the Company. A penalty of Rs. 69,200/- was imposed on the Company for the violation during the personal hearing conducted by the Development Commissioner. The penalty has already been paid within the prescribed timelines.

SEZ units cannot sell in DTA ( Domestic Tariff Area:Domestic Business) and get the remittance in Indian Rupees. The Development Commissioner has imposed penalty of Rs 69,200/- under the provisions of Section 11(2) of the Foreign Trade (Devlopment and Regulation) Act, 1992 as provided for in the Rule 54(2) of the SEZ Rules, 2006.

The Company has carried out Domestic Tariff Area sales amounting to Rs. 6.92 crore, which constitutes a violation of Section 2(z) of the Special Economic Zones Act, 2005.

No material impact on financials, operations or other activities of the Company. The Company has filed a waiver application with the stock exchanges and the outcome is awaited.

Notice issued by both stock exchanges imposing a fine of Rs. 1,05,000 each for non‑compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015