Mphasis Limited has issued an addendum to the notice of its 35th Annual General Meeting (AGM) to provide greater clarity regarding the remuneration of Chief Executive Officer and Managing Director Nitin Rakesh. The company specified that while the total annual salary and variable pay will generally be capped at 5% of net profits, this limit could be breached if stock options and Restricted Stock Units (RSUs) granted over multiple years are exercised in a single financial year. Consequently, the company is seeking shareholder approval to allow the total remuneration to extend up to 7% of net profits in such specific scenarios.

Remuneration Structure Details

The addendum outlines that the base remuneration, comprising annual salary and annual variable pay along with stock compensation, shall not exceed 5% of the net profits of the company in any financial year. This calculation is based on the provisions of Section 198 of the Companies Act, 2013. The company further noted that Mr. Nitin Rakesh may receive additional equity-linked incentives during his proposed tenure, subject to the recommendations of the nomination and remuneration committee.

Conditions for Increased Remuneration

A key disclosure in the addendum addresses the potential impact of exercising stock options and RSUs. Since the exercise periods for these equity incentives can span multiple financial years, a collective exercise in a single year could push the aggregate remuneration above the standard 5% threshold. To accommodate this, the company has requested member approval to pay overall managerial remuneration up to 7% of net profits should this situation arise.

AGM and Shareholder Approval

The 35th AGM is scheduled to be held on Thursday, July 23, 2026, at 9:00 am IST via Video Conferencing. Item number 6 of the special business pertains to the re-appointment of Mr. Nitin Rakesh for a term of five years effective October 01, 2026, and the approval of his remuneration. The addendum serves to ensure transparency and assist shareholders in making an informed decision regarding the special resolution. The notice will be published in Business Standard and Samyuktha Karnataka and is available on the company's website.

Mphasis Limited will organize an earnings conference call for investors and analysts on Friday, July 24, 2026, at 08:30 AM Indian Standard Time (IST). The session follows the announcement of its financial results for the quarter ended June 30, 2026, providing stakeholders an opportunity to review the company's performance. Management will address queries regarding the quarterly outcomes during the session.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company intimated the stock exchanges regarding the schedule. The event will be accessible via webcast, and dial-in numbers have been arranged for participants across multiple global regions, including the US, UK, and Asia-Pacific.

Conference Call Schedule

The following table outlines the regional timing details for the earnings call:

Participants can join the call using specific dial-in numbers provided for countries including the USA, UK, Singapore, and Japan. A universal access number is also available. For those unable to attend the live event, a replay facility will be accessible in India from July 24, 2026, to July 25, 2026.

The presentation, recording, and transcript of the call will subsequently be made available on the company's website. Mayank Verma, Senior Vice President and Company Secretary, signed the intimation on July 7, 2026.