Meeting Details

The 35th Annual General Meeting of Mphasis Limited was held on Thursday, July 23, 2026, at 9:00 am IST. The meeting was conducted entirely through Video Conferencing / Other Audio Visual Means (VC/OAVM). It was convened in accordance with 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 its Rules.

Proposed Resolutions and Implications

Six resolutions were proposed for shareholder approval at the AGM:

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

2. Ordinary Resolution: Declaration of a final dividend of ₹62 per equity share (face value of ₹10 each) for the financial year ended 31 March 2026.

3. Ordinary Resolution: Re-appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director, who retires by rotation.

4. Ordinary Resolution: Re-appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director, who retires by rotation.

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

6. Special Resolution: Re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as the Chief Executive Officer and Managing Director for a term of 5 years effective from October 01, 2026.

Voting Process

The Company provided an e-voting facility for all members holding shares as of the cut-off date of July 16, 2026. The platform used was provided by National Securities Depositories Limited (NSDL).

  • The remote e-voting period commenced on Saturday, July 18, 2026, at 9:00 a.m. IST and concluded on Wednesday, July 22, 2026, at 5:00 p.m. IST.
  • Members who had not voted remotely could still cast their vote via the NSDL e-voting platform during the AGM; this facility remained open until 30 minutes after the conclusion of the AGM.

Scrutinizer's Role

Mr. S P Nagarajan, a Practicing Company Secretary, was appointed as the Scrutinizer to scrutinize both the remote e-voting and the e-voting conducted during the AGM in a fair and transparent manner. The Company Secretary was authorized to declare the voting results upon submission of the Scrutinizer's report, intimate the stock exchanges, and place the results on the company website.

Attendance and Quorum

A total of 50 members were present through VC, including representatives of Body Corporate. The Chairperson confirmed the presence of a requisite quorum.

Directors Present:

  • Mr. Girish Srikrishna Paranjpe (Independent Director, Chairperson) - USA
  • Mr. Nitin Rakesh (CEO & MD)
  • Ms. Maureen Anne Erasmus (Independent Director) - Chairperson, Audit Committee
  • Mr. Sunil Gulati (Independent Director) - Chairperson, Nomination and Remuneration Committee & Stakeholders Relationship Committee
  • Mr. Punit Sood (Independent Director)
  • Mr. David Lawrence Johnson (Non-Executive Director)
  • Mr. Marshall Jan Lux (Non-Executive Director) - Chairperson, Risk Governance and Management Committee
  • Mr. Amit Dalmia (Non-Executive Director) - Chairperson, Treasury and Operations Committee - India
  • Mr. Amit Dixit (Non-Executive Director)
  • Mr. Pankaj Sood (Non-Executive Director)
  • Mr. Kabir Mathur (Non-Executive Director) - UAE

Key Managerial Personnel (KMP) and Senior Executives Present:

  • Mr. Eric Winston (EVP, General Counsel and Chief Compliance, Risk & Ethics Officer) - USA
  • Mr. Aravind Viswanathan (Chief Financial Officer)
  • Mr. Mayank Verma (Company Secretary and Compliance Officer) - India
  • Mr. Badrinarayanan R (Senior Vice President, Finance)

Invitees Present:

  • 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)

Other Procedural Information

The Notice of the AGM and the Annual Report for FY 2025-26, followed by an Addendum to the Notice, were sent via email to all members whose email IDs were registered. The Notice was taken as read. Statutory Registers, the Statutory Auditor's Report, and the Secretarial Audit Report were made available for inspection on the NSDL website throughout the meeting. The Company Secretary confirmed there were no qualifications, reservations, adverse remarks, or disclaimers in the Statutory or Secretarial Auditor's Reports.

Chairperson's Address

The Chairperson addressed the members, discussing the evolving business and technology landscape, focusing on AI-driven transformation. He highlighted the Company's FY26 performance, strong growth in AI-led engagements and deal wins, strategic priorities, innovation platforms, and progress in client transformation journeys. He also acknowledged employee contributions and outlined the Company's ESG and Corporate Social Responsibility initiatives.

Q&A Session and Conclusion

A question-and-answer session was held for members who had registered as speakers. The Chairperson and CEO & MD responded to the queries. The meeting concluded at 10:12 a.m. IST with a vote of thanks to the shareholders.

Compliance Confirmation

The proceedings were conducted in compliance with the Companies Act, 2013, SEBI LODR Regulations, and relevant MCA and SEBI circulars governing virtual meetings.