Event Overview

Mphasis Limited held its 35th Annual General Meeting (AGM) on Thursday, July 23, 2026, through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The meeting commenced at 09:00 AM IST and concluded at 10:12 AM IST. All businesses mentioned in the Notice of AGM dated April 29, 2026, were transacted.

Voting Results and Scrutinizer Appointment

The company appointed Mr. S P Nagarajan, Practicing Company Secretary, as Scrutinizer to scrutinize both the remote e-voting process and e-voting during the AGM. The scrutinizer submitted his report dated July 23, 2026, prepared pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014.

Record Date and Shareholder Participation

  • Record Date: July 16, 2026
  • Total number of shareholders on record date: 134,245
  • Shareholders attending through video conferencing: 50 (1 Promoter/Promoter Group + 49 Public)
  • Number of resolutions passed: 6

Detailed Voting Results

Item 1: Adoption of Financial Statements

Adoption of audited standalone and consolidated Financial Statements for the year ended March 31, 2026 and the reports of the Board and Auditors thereon.

  • Votes in favor: 17,30,04,145 (100.00%)
  • Votes against: 47 (0.00%)
  • Resolution: Passed as Ordinary Resolution

Item 2: Final Dividend Declaration

Declaration of final dividend of ₹62 per equity share of face value of ₹10 each for the financial year ended March 31, 2026.

  • Votes in favor: 17,31,21,419 (100.00%)
  • Votes against: 406 (0.00%)
  • Resolution: Passed as Ordinary Resolution

Item 3: Re-appointment of Director - Kabir Mathur

Appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director who retires by rotation.

  • Votes in favor: 16,73,97,094 (96.73%)
  • Votes against: 56,56,279 (3.27%)
  • Resolution: Passed as Ordinary Resolution

Item 4: Re-appointment of Director - Pankaj Sood

Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director who retires by rotation.

  • Votes in favor: 16,73,73,367 (96.72%)
  • Votes against: 56,80,006 (3.28%)
  • Resolution: Passed as Ordinary Resolution

Item 5: Re-appointment of Independent Director - Maureen Anne Erasmus

Re-appointment of Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director for 5 years effective December 20, 2026.

  • Votes in favor: 16,85,32,250 (97.39%)
  • Votes against: 45,21,128 (2.61%)
  • Resolution: Passed as Special Resolution

Item 6: Re-appointment of CEO & MD - Nitin Rakesh

Re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as Chief Executive Officer and Managing Director for 5 years effective October 1, 2026.

  • Votes in favor: 16,25,21,776 (94.10%)
  • Votes against: 1,01,86,988 (5.90%)
  • Resolution: Passed as Special Resolution

Voting Methodology and Compliance

  • Remote e-voting period: July 18, 2026 (09:00 AM IST) to July 22, 2026 (05:00 PM IST)
  • E-voting facility provided by: National Securities Depository Limited (NSDL)
  • Regulatory compliance: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44(3))
  • Notice dissemination: Electronic mode to registered email addresses, physical post to others
  • The AGM was conducted through VC in compliance with MCA circular dated September 22, 2025

Scrutinizer Details

  • Name: S P Nagarajan
  • Qualification: Company Secretary
  • Membership Number: 10028
  • Date of Board Meeting appointment: April 29, 2026
  • Date of Report issuance: July 23, 2026

Additional Information

The voting results and scrutinizer's report are available on the company's website at www.mphasis.com. The information has been submitted to BSE Limited and National Stock Exchange of India Limited for record purposes.