Mphasis BFL Updates on Open Offer

Citigroup Global Markets India Pvt Ltd ("Manager to the Offer"), on behalf of TH Holdings ("the Acquirer") along with Electronic Data Systems Corporation ["Person Acting in Concert ("PAC")] has issued this addendum to the Public Announcement ("PA") to the shareholders of Mphasis Ltd (Target Company), which is in continuation of and should be read in conjunction with the Public Announcement (PA) dated October 19, 2006 & Letter of Offer dated January 25, 2007, pursuant to Regulation 11(1) of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto, the shareholders of the Target Company are requested to note the following amendments in the PA:

1. The Offer:

This Offer is being made to acquire 33,134,768 fully paid up equity shares ("Offer Size") of face value of Rs 10/- each of the Target Company (each a "Share") which represent 20% of the total voting equity share capital of the Target Company ("Share Capital") as on March 06, 2007, which is the date that is fifteen days from the closure of the Offer (the Offer Size as a percentage of the Share Capital assume that all exercisable stock options issued by the Target Company will be exercised). The Offer is being made at a price of Rs 204.50/- for each share ("Offer Price"), to be paid in cash, in accordance with the SEBI (SAST) Regulations, and is subject to the terms & conditions that will be set out in the letter of offer in relation to the Offer (the Letter of Offer").

2. Intime Spectrum Registry Ltd ("Intime"), who has been acting as the Registrar to the above mentioned Offer, has been restrained by an order dated December 21, 2006 passed by the 4TH Civil Judge (Senior Division) at Alipore, from acting in furtherance of any new contract pertaining to the business of registrar to act as an issue and share transfer agent which Intime has entered into after August 18, 2006.

In light of the above, the Acquirer has now appointed Mondkar Computers Pvt Ltd as Registrar to the Offer.

3. Revised Schedule of activities pertaining to the Offer is as under:

Specified Date: October 20, 2006

Date of Opening of the Offer: January 29, 2007

Date of Closing of the Offer: February 19, 2007

Source : Equity Bulls

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