Shareholders meeting

Docusign Envelope ID: C4D36C29-3935-8BC0-8117-A34FB15F91E3 July 02, 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 -Block, Bandra-Kurla Complex, Mumbai - 400 001 Mumbai – 400 051 Dear Sir/Madam, Sub: Submission of Revised Annual Report for the financial year 2025-26 Ref: Our letter dated July 01, 2026, regarding Notice of 35th Annual General Meeting and the Annual Report for the financial year 2025-26 With reference to our letter dated July 01, 2026, regarding the Annual Report for the financial year 2025-26, we wish to inform you that the Annual Report has been updated to include the Chairman's Statement. Except for the said update, there are no other changes to the Annual Report for the financial year 2025-26. The revised Annual Report has been uploaded on the Company's website at www.mphasis.com and can be accessed through the same link that was previously communicated, i.e., https://www.mphasis.com/content/dam/mphasis-com/global/en/investors/annual-reports/2026/mphasis- annual-report-2026.pdf. A copy of this communication is also being made available on the website of the Company. We request you to kindly take the revised version of the Annual Report for the financial year 2025-26 on record and disregard the version submitted earlier. The above intimation is also available on the website of the Company at www.mphasis.com. 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: C4D36C29-3935-8BC0-8117-A34FB15F91E3 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: C4D36C29-3935-8BC0-8117-A34FB15F91E3 NOTICE OF THE 35TH ANNUAL GENERAL MEETING NOTES: 1. The Ministry of Corporate Affairs (“MCA”) vide General Circular No. 14/2020 dated 8 April 2020 and Circular No. 17/2020 dated 13 April 2020, Circular No. 20/2020 dated 05 May 2020 and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated 22 September 2025 (“MCA Circulars”) permitted holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM and the voting for items to be transacted at the AGM shall be done only through remote electronic voting process or electronic voting at the AGM. The detailed procedure for participating in the AGM through VC / OAVM is provided at Note no. 38. 2. The deemed venue for this AGM shall be the Registered Office of the Company i.e. Bagmane World Technology Center, Marathalli Outer Ring Road, Doddannakhundhi Village, Mahadevapura, Bengaluru 560048, India. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PURSUANT TO THE MCA CIRCULARS, PROVISION FOR APPOINTMENT [Showing first 8,000 characters — download PDF for full document]