Baring India Exits Msource.

Business Editors

MUMBAI, India--(BUSINESS WIRE)--March 9, 2004

Baring Private Equity Partners India (Baring India) today announced that it has entered into an agreement in principle to sell its 20.3 percent interest in Msource to its parent company, MphasiS BFL Limited, a leading computer software developer publicly traded on the Bombay stock exchange. Baring India will retain its substantial holding in the parent company.

Proceeds from the deal total US$ 31.3 million, consisting of US$11 million in cash and the remainder in new shares to be issued by MphasiS BFL. Having originally invested in Msource in August 2000, Baring India is now realising a return of 4.7 times cost on its total investment in the company.

Msource has been one of the early movers in the Business Process Outsourcing (BPO) sector. Since 2000, it has established a leadership position with a client list that includes Fortune 500 and FTSE 100 companies. The company has shown triple digit sales growth in each of the last two years.

Baring India Senior Partner Rahul Bhasin commented on today's transaction: "After facilitating the foundation, funding and the growing of this company, we see tremendous synergies between Msource and MphasiS BFL at the moment. The transaction has been in keeping with our philosophy of building underlying businesses and creating both value for customers and employment opportunities - in this case over 5,000 jobs. Besides the realisation of cash, the transaction strengthens Baring India's largest investee company, MphasiS BFL, which will accelerate revenue momentum and revenue growth for the entire entity. This deal is a validation of the buy and build strategy that can be successfully incorporated in emerging markets in growth industries."

Notes to Editors:

Founded in 1984, Baring Private Equity Partners is a leading international private equity asset manager. The firm invests in every major market outside of the USA via six regional fund groups with local investment teams in Western and Central Europe, Asia, India, Latin America and Russia. Local ownership of investment decisions is complemented by the central oversight of a dedicated compliance function, providing an equilibrium of entrepreneurial flair with a disciplined investment process.

With $2 billion in funds under management, Baring Private Equity Partners has one of the most extensive on-the-ground networks of any international private equity provider. Its superior global reach provides the resources and investment expertise to help entrepreneurs around the world build world-class businesses.