Mphasis has successfully completed the first phase of a major technology modernization program with Flagstar Bank, marking a significant milestone after one year of collaboration. The partnership has delivered a next-generation data center and cloud platform, strengthened operational resilience, and improved performance for the regional bank.

Project Overview and Achievements

The modernization program addressed Flagstar Bank's need to consolidate six legacy data centers resulting from several recent acquisitions. As part of the bank's transformation into a leading regional bank, modernizing critical technology infrastructure was essential for future growth.

Strategic Impact and Benefits

The collaboration has created a scalable technology platform that supports Flagstar's evolving business needs while enabling future innovation across its digital banking environment. The modernization significantly improves disaster-recovery capabilities and strengthens operational resilience.

Chris Higgins, Executive Vice President, Chief Information and Operations Officer, Flagstar Bank, stated that the partnership advances Flagstar's Simple and Sophisticated (S2) platform initiative, representing a fundamental competitive advantage. The S2 platform creates technology architecture purpose-built around customer experience and designed for the next decade of growth.

Technical Transformation Details

The first phase involved comprehensive infrastructure modernization, with Mphasis working closely with Flagstar's technology team to achieve the consolidation timeline rarely seen for projects of this scale. The migration of hundreds of business-critical applications to the modern platform was completed without operational disruption.

Jason Pope, Executive Vice President, Chief Technology Officer, Flagstar Bank, emphasized that the transformation demonstrates the combination of deep engineering expertise with disciplined execution. The new platform enables teams to respond to evolving customer needs and market opportunities while maintaining uninterrupted banking operations.

Future Partnership Plans

Mphasis and Flagstar will continue their partnership by entering the next phase to modernize the bank's applications and operations. This upcoming phase will leverage AI and next-generation technologies while supporting Flagstar's future growth initiatives.

Rohit Jayachandran, Head of Banking & Financial Services, Mphasis, noted that the collaboration reflects a shared commitment to delivering meaningful outcomes through disciplined execution, helping establish a resilient infrastructure foundation that supports modernization while maintaining operational stability.

Company Background

Flagstar Bank operates as one of the largest regional banks in the country, headquartered in Hicksville, New York. As of December 31, 2025, the bank reported $87.50 billion in assets, $61.00 billion in loans, deposits of $66.00 billion, and total stockholders' equity of $8.10 billion, operating approximately 340 locations across ten states.

Mphasis Limited's Board of Directors has formally responded to regulatory notices regarding alleged non-compliance with SEBI listing regulations during the quarter ended December 31, 2025. The IT services company received notices from both BSE and NSE on February 27, 2026, highlighting concerns over board composition requirements.

Regulatory Non-Compliance Details

Both stock exchanges identified non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically related to board composition and chairperson appointment requirements. The alleged non-compliance period extended for 21 days, resulting in significant financial penalties.

Board's Response and Clarifications

During the Board meeting held on March 27, 2026, directors deliberated on the matter and provided detailed explanations for the transition period. The Board emphasized that the selection and appointment of a chairperson requires careful consideration given the significant competence, skill, experience, and seniority demands of the role.

Key points highlighted by the Board include:

• No Board meetings were convened during the period from December 11, 2025, to January 6, 2026
• No requirement for a chairperson to preside during this period due to absence of meetings
• Governance operations remained unaffected and Board functioning was not impaired
• The company maintains a practice of electing regular Non-Executive Chairpersons

Timeline of Events

The company provided a clear timeline of events surrounding the chairperson transition:

Waiver Application and Next Steps

Mphasis submitted waiver applications to both BSE and NSE on March 13, 2026, seeking relief from the imposed penalties. The company is currently awaiting the outcome of these applications. The exchanges had provided 15 days from the notice date for fine payment, failing which they threatened to initiate actions including freezing of promoter shareholdings and potential transfer to Z category for trading restrictions.

Commitment to Compliance

The company has reiterated its commitment to maintaining full compliance with all SEBI and stock exchange requirements. Mphasis emphasized that it continuously maintains compliance with Regulation 17 of SEBI Listing Regulations and that the interim transition period should not necessitate inducting additional Independent Directors.

The Board's response demonstrates the company's proactive approach to addressing regulatory concerns while maintaining that governance standards were not compromised during the transition period. The outcome of the waiver applications will determine whether the company needs to pay the imposed fines or receives relief from the exchanges.