Shareholders meeting

Docusign Envelope ID: B81C75C7-01D3-8397-82C1-634078C196EF July 23, 2026 The Manager, Listing T h e M a n ager, Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, G - B l o c k , Bandra-Kurla Complex, Mumbai - 400 001 Mumbai – 400 051 Scrip Code: 526299 Scrip Symbol: MPHASIS Dear Sir/Madam, Sub: Summary of proceedings of the 35th Annual General Meeting of the Company We wish to inform you that the 35th Annual General Meeting (“AGM”) of the Company was held today, i.e. July 23, 2026, at 9:00 am (IST) through Video Conferencing / Other Audio Visual Means, to transact the business as outlined in the Notice of AGM dated April 29, 2026. In this regard, please find enclosed the summary of proceedings of the AGM pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The above intimation is also available on the website of the Company at www.mphasis.com. We request you to kindly take the above intimation on record. Thanking You, Yours faithfully, For Mphasis Limited Mayank Verma Senior Vice President and Company Secretary Membership No.: ACS 18776 Encl.: As above Docusign Envelope ID: B81C75C7-01D3-8397-82C1-634078C196EF SUMMARY OF PROCEEDINGS OF THE 35TH ANNUAL GENERAL MEETING The 35th Annual General Meeting (“AGM”) of the Members of Mphasis Limited (“the Company”) was held through video conferencing (“VC”) / Other Audio Visual Means on Thursday, 23 July 2026, at 9:00 am (IST). The AGM was held in accordance with the General Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Circulars issued by the Securities and Exchange Board of India (“SEBI”) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. DIRECTORS PRESENT THROUGH VC Name of the Director Designation Location for VC Mr. Girish Srikrishna Paranjpe Independent Director, Chairperson of the Board and United States of Corporate Social Responsibility Committee America Mr. Nitin Rakesh Chief Executive Officer and Managing Director Ms. Maureen Anne Erasmus Independent Director, Chairperson of the Audit Committee Mr. Sunil Gulati Independent Director, Chairperson of the Nomination and Remuneration Committee and Stakeholders Relationship Committee Mr. Punit Sood Independent Director Mr. David Lawrence Johnson Non-Executive Director Mr. Marshall Jan Lux Non-Executive Director, Chairperson of the Risk Governance and Management Committee Mr. Amit Dalmia Non-Executive Director, Chairperson of the Treasury and India Operations Committee Mr. Amit Dixit Non-Executive Director Mr. Pankaj Sood Non-Executive Director Mr. Kabir Mathur Non-Executive Director United Arab Emirates KEY MANAGERIAL PERSONNEL (“KMP”) AND OTHER SENIOR EXECUTIVES OF THE COMPANY PRESENT THROUGH VC Name of the KMPs / Senior Designation Location for VC Executives Mr. Eric Winston EVP, General Counsel and Chief Compliance, Risk & Ethics United States of Officer America Mr. Aravind Viswanathan Chief Financial Officer Mr. Mayank Verma Company Secretary and Compliance Officer India Mr. Badrinarayanan R Senior Vice President, Finance BY INVITATION Name of the Invitee Designation Location for VC Mr. Hemanth Bhasin Partner, B S R & Co. LLP, Statutory Auditors India Mr. Vinod Kumar Associate Director, B S R & Co. LLP, Statutory Auditors Ms. Ashwini Sharma Associate Director, B S R & Co. LLP, Statutory Auditors Mr. S P Nagarajan Secretarial Auditor and Scrutinizer for e-voting MEMBERS’ PRESENT As per the attendance registered for the meeting, 50 members were present through VC including representative of Body Corporate. Docusign Envelope ID: B81C75C7-01D3-8397-82C1-634078C196EF Mr. Girish Srikrishna Paranjpe, Chairperson of the Company, informed the members that the AGM is being held through VC in accordance with the circulars issued by MCA and SEBI. The proceedings of the meeting shall be deemed to have been conducted at the Registered Office of the Company in compliance with applicable laws. The Chairperson welcomed all the Members to the 35th AGM of the Company. The Chairperson introduced himself and other directors and attendees virtually present at the AGM. He confirmed that the authorized representative of the Statutory Auditors, Secretarial Auditor and the Scrutinizer were also virtually present at the meeting. The Chairperson confirmed the presence of the requisite quorum and called the meeting to order. The Chairperson informed that the Notice of the AGM and the Annual Report for FY 2025-26 followed by Addendum to the Notice of the AGM were sent by e-mail to all the members whose e-mail ids are registered with the Company or the Depository Participant(s) in compliance with MCA & SEBI circulars. Notice convening the AGM and the Addendum to the Notice of the AGM was taken as read with the permission of the members. The Chairperson informed the members that the Statutory Registers, Statutory Auditor’s Report and Secretarial Audit Report and Certificates as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other prescribed documents which were required to be placed at the AGM were available for inspection throughout the meeting at the website of National Securities Depositories Limited (“NSDL”). Thereafter, Chairperson requested Mr. Mayank Verma, Senior Vice President and Company Secretary, to brief the members on the e-voting process. The Company Secretary informed that in compliance with the provisions of the Companies Act, 2013 and SEBI Regulations, the Company had arranged e-voting facility for all the members holding shares of the Company as on the cut-off date of July 16, 2026, through e-voting platform of the NSDL on all resolutions proposed at the AGM. He further informed that the remote e-voting period commenced on Saturday, July 18, 2026 (9:00 a.m. IST) and concluded on Wednesday, July 22, 2026 (5:00 p.m. IST) (both days inclusive). Members who have not exercised their voting rights during remote e-voting period, can still cast their vote on all resolutions as set forth in the AGM Notice through the e-voting platform of the NSDL and the e-voting will remain open till 30 minutes after the conclusion of the AGM to enable such members to vote. The Company has appointed Mr. S P Nagarajan, Practicing Company Secretary, as Scrutinizer for the purpose of scrutinizing the remote e-voting and e-voting undertaken at the AGM in a fair and transparent manner. The Chairperson authorized the Company Secretary to declare the voting results, intimate the Stock Exchanges and place the same on the website of the Company. Upon submission of the Report by the Scrutinizer, the results of e-voting would be intimated to the Stock Exchanges within the stipulated timeframe and will be made available on the website of the Company and on the website of the Company’s Registrar and Share Transfer Agent. Thereafter, the Company Secretary summarized the following six resolutions placed at the AGM for Members approval: Resolutions Ordinary or Special Resolution Adoption of audited standalone and consolidated Financial Statements for the year ended 31 Ordinary Resolution March 2026 and the reports of the Board and Auditors’ thereon. Declaration of final dividend of ₹ 62/- per equity share of face value of ₹ 10/- each for the Ordinary Resolution financial year ended 31 March 2026. Appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director, who retires by rotation and Ordinary Resolution being eligible seeks re-appointment. Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director, who retires by rotation and Ordinary Resolution being eligible seeks re-appointment. Re-appointment of Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director Special Resolution of the Company for a term of 5 years w.e.f. December 20, 2026. Docusign Envelope ID: B81C75C7-01D3-8397-82C1-634078C196EF Resolutio [Showing first 8,000 characters — download PDF for full document]