Shareholders meeting

Docusign Envelope ID: 2E20699E-3686-8B28-82E0-D944A4377A78 July 01, 2026 The Manager, Listing T h e Manager, Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, G - B lock, Bandra-Kurla Complex, Mumbai - 400 001 Mumbai – 400 051 Dear Sir/Madam, Sub: Notice of 35th Annual General Meeting along with Annual Report for the financial year 2025-26 We wish to inform you that the 35th Annual General Meeting (“AGM”) of the Company will be held on Thursday, July 23, 2026, at 9:00 am (IST) through Video Conferencing (“VC”) / Other Audio - Visual Means (“OAVM”) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice convening the 35th AGM (“Notice”) along with the Annual Report [including Business Responsibility and Sustainability Report (“BRSR”)] for the financial year 2025-26. The Notice and the Annual report will be dispatched electronically to only those members whose email addresses are registered with the Company / Registrar and Share Transfer Agent / Depository Participants. For members who have not registered their email addresses, a separate communication will be sent providing the weblink of the Notice and the Annual Report for the financial year 2025-26. The Notice and the Annual Report are also available on the website of the Company, at the below links: 1. AGM Notice - https://www.mphasis.com/content/dam/mphasis- com/global/en/investors/annual-reports/2026/mphasis-agm-notice-2026.pdf 2. Annual Report - https://www.mphasis.com/content/dam/mphasis- com/global/en/investors/annual-reports/2026/mphasis-annual-report-2026.pdf 3. BRSR - https://www.mphasis.com/content/dam/mphasis- com/global/en/investors/annual-reports/2026/business-responsibility-report- 2026.pdf The following are the key events / information in connection with the AGM and e-voting: Particulars Details Date and time of AGM Thursday, 23 July 2026 at 9:00 am (IST) Mode of AGM VC/OAVM Link for participation at the AGM and e- https://www.evoting.nsdl.com/ voting Record date for Final Dividend Wednesday, 8 July 2026 Docusign Envelope ID: 2E20699E-3686-8B28-82E0-D944A4377A78 Information for tax on dividend 2025-26 https://www.mphasis.com/home/corporate/investors/tax -declaration-fy26.html Date of payment of Final Dividend (if On or before Friday, August 21, 2026 approved at the AGM) Cut-off date for e-voting Thursday, 16 July 2026 E-voting start date and time Saturday, 18 July 2026, 9:00 am (IST) E-voting end date and time Wednesday, 22 July 2026, 5:00 pm (IST) 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: 2E20699E-3686-8B28-82E0-D944A4377A78 MPHASIS LIMITED CIN: L30007KA1992PLC025294 Registered Office: Bagmane World Technology Center, Marathalli Outer Ring Road, Doddannakhundhi Village, Mahadevapura, Bengaluru 560048; Telephone: 080 - 6750 1000; Website: www.mphasis.com; E-mail: investor.relations@mphasis.com NOTICE OF THE 35th ANNUAL GENERAL MEETING Notice is hereby given that the Thirty Fifth Annual General Meeting (“AGM”) of the members of Mphasis Limited (the “Company”) will be held on Thursday, 23 July 2026 at 9:00 am (IST) through Video Conferencing (“VC”) / Other Audio - Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 March 2026 and the reports of the Board of Directors and Auditors thereon. 2. To declare a final dividend of ` 62/- per equity of face value of ` 10/- each for the financial year ended 31 March 2026. 3. To appoint a director in place of Mr. Kabir Mathur (DIN: 08635072) who retires by rotation and being eligible, seeks re-appointment. 4. To appoint a director in place of Mr. Pankaj Sood (DIN: 05185378) who retires by rotation and being eligible, seeks re-appointment. SPECIAL BUSINESS 5. To re-appoint Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director of the Company: To consider and if thought fit, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder read with Schedule IV to the Act and the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Maureen Anne Erasmus (DIN: 09419036) who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 20 December 2021 i.e. till 19 December 2026, being eligible, be and is hereby re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 20 December 2026 i.e. till 19 December 2031, not liable to retire by rotation; RESOLVED FURTHER THAT the Board of Directors or Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 6. To re-appoint Mr. Nitin Rakesh (DIN: 00042261) as the Chief Executive Officer and Managing Director of the Company: To consider and if thought fit, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder read with Schedule V to the Act, applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant provisions of the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded for re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as the Chief Executive Officer and Managing Director of the Company, for a period of 5 (five) consecutive years commencing from 1 October 2026 to 30 September 2031 whose period of office shall not be liable to retire by rotation, on such terms and conditions including remuneration as contained in the employment agreement to be entered with Mr. Nitin Rakesh, the material terms of which are set out in the explanatory statement annexed to this Notice; RESOLVED FURTHER THAT based on the recommendation of Nomination and Remuneration Committee, and approval of the Board of Directors of the Company, the terms and conditions of appointment including remuneration and annual increment thereof, can be altered and varied from time to time, but such remuneration shall not exceed the limits specified in the Act; RESOLVED FURTHER THAT the Board of Directors or Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” By order of the Board of Directors For Mphasis Limited Mayank Verma Bengaluru Senior Vice President and Company Secretary 29 April 2026 Membership No.: ACS 18776 ANNUAL REPORT • 2026 Docusign Envelope ID: 2E20699E-3686-8B28-82E0-D944A4377A78 NOTICE OF THE 35TH ANNUAL GENERAL [Showing first 8,000 characters — download PDF for full document]