Mphasis Limited has issued an addendum to the notice of its 35th Annual General Meeting scheduled for Thursday, July 23, 2026, at 9:00 am IST through Video Conferencing/Other Audio-Visual Means. The original notice was dated April 29, 2026 and dispatched to members on July 01, 2026.

The addendum specifically addresses Item No. 6 of the special business, which pertains to the re-appointment of Mr. Nitin Rakesh as Chief Executive Officer and Managing Director for a term of 5 years effective October 01, 2026, and approval of his remuneration by way of Special Resolution.

Key Clarifications on Remuneration Structure:

  • The total annual salary and annual variable pay together with annual stock compensation granted to Mr. Nitin Rakesh shall not exceed 5% of the net profits of the Company, computed in accordance with Section 198 of the Companies Act, 2013, in any financial year.
  • Mr. Rakesh has been granted stock options and restricted stock units (RSUs) in the past and may be granted additional equity-linked incentives during his proposed tenure in accordance with the company's applicable compensation framework and based on the recommendation of the nomination and remuneration committee.
  • Under the company's stock compensation framework (previously approved by members), the exercise periods for these stock options and RSUs may extend across multiple financial years.
  • If stock options and RSUs granted in separate financial years are exercised collectively in a single financial year, the perquisite value of such exercise, aggregated with other components of his remuneration, may result in aggregate remuneration exceeding 5% of net profits.

Special Approval Sought:

In the event that remuneration payable to Mr. Nitin Rakesh exceeds the 5% threshold, the company seeks member approval for payment of overall managerial remuneration subject to the same not exceeding 7% of the net profits of the Company (determined in accordance with Section 198 of the Companies Act, 2013) in any particular financial year.

Distribution and Availability:

The addendum notice will be published in Business Standard (English) and Samyuktha Karnataka (Kannada) newspapers. It is also available on the websites of BSE Ltd. (www.bseindia.com), National Stock Exchange of India Ltd. (www.nseindia.com), the company's website (www.mphasis.com), and National Securities Depositories Limited (www.evoting.nsdl.com). The company has initiated the process of sending this addendum through electronic mode to members.

All other terms and contents of the original AGM notice, including the Resolution proposed under Item No. 6, remain unchanged.