MphasiS BFL board approves acquisition of minority shareholding in MsourcE Corporation

Bangalore, February 27, 2004

The Board of Directors of MphasiS BFL Group in a meeting held today recommended the following proposals for the approval of the shareholders of MphasiS BFL Ltd.

a) To acquire the minority shareholding of approximately 25.26% and also to convert the employee stock option scheme holders of approximately 5.60% in its BPO subsidiary, MsourcE Corporation, through a combination of cash and shares of MphasiS BFL Limited. The approximate valuation of MsourcE Corporation under this proposal works out to $145 million.

b) To enable the management to proceed with the required steps to list the shares of MphasiS BFL Limited on an American Stock Exchange through the issue of ADRs.

Consequent to the above, the Board decided to convene an Extraordinary General Meeting of the shareholders of MphasiS BFL Limited.