Mphasis Limited, a leading IT services and solutions provider, has announced significant developments in its employee stock benefit programs. The company has completed the allotment of shares against the exercise of Employee Stock Options (ESOPs) and Restricted Stock Units (RSUs), while also approving new grants for identified employees.

Share Allotment Through Exercise

The ESOP Compensation Committee of the Board approved the allotment of shares on December 10, 2025, following the exercise of stock options and RSUs by employees. The allotment details are as follows:

The terms and time period of exercise for both ESOPs and RSUs are governed by their respective plans, which have been previously submitted to the stock exchanges.

New Stock Benefits Grant

In addition to the share allotments, the company has granted fresh employee stock benefits comprising 25,000 stock options and 7,500 RSUs to identified employees of the company and its subsidiaries.

Stock Options Grant Details

The 25,000 stock options have been granted under the Employee Stock Option Plan 2016 with the following terms:

Restricted Stock Units Grant Details

The 7,500 RSUs have been granted under the Restricted Stock Units Plan 2021 with these specifications:

Cashless Exercise Provisions

For employees exercising ESOPs under the Cashless Scheme, the Mphasis Employees Equity Reward Trust will deduct appropriate shares from the allotment to cover the exercise price and applicable taxes. This scheme was approved by shareholders under Section 67 of the Companies Act, 2013, at the 33rd Annual General Meeting held on July 25, 2024.

Similarly, for RSUs under the RSU Plan 2021, the Mphasis Employees Benefit Trust will deduct shares to cover exercise price and taxes upon vesting or exercise. This provision was approved at the 30th Annual General Meeting held on September 29, 2021.

Implementation and Governance

Both programs are administered through dedicated employee trusts and comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The proceeds from the sale of deducted shares will be utilized by the respective trusts to repay loans from the company and cover applicable taxes.

These developments demonstrate Mphasis's commitment to employee retention and motivation through equity participation, aligning employee interests with shareholder value creation in the competitive IT services sector.

Mphasis Limited has announced significant changes to its Board of Directors, appointing Mr. Punit Sood as an Additional Independent Director while Ms. Jan Kathleen Hier concludes her tenure as Independent Director and Chairperson.

Board Appointment Details

The Board of Directors approved Mr. Punit Sood's appointment through a Circular Resolution passed on December 10, 2025, based on recommendations from the Nomination and Remuneration Committee. The appointment becomes effective December 11, 2025, and remains subject to shareholder approval through a Postal Ballot within three months.

Leadership Transition

Ms. Jan Kathleen Hier (DIN: 07360483) will conclude her tenure as Independent Director and Chairperson effective December 10, 2025, upon completion of her second and final term as per regulatory requirements.

Professional Background

Mr. Punit Sood brings extensive leadership experience spanning over 36 years at the intersection of financial services and technology. He currently serves as an Independent Director on the boards of ICICI Bank and NPCI (National Payments Corporation of India).

Current Board Positions

ICICI Bank:

• Member of Audit Committee
• Member of Nomination Remuneration Committee
• Member of IT Strategy Committee

NPCI:

• Chairman of Business Strategy Committee
• Member of Audit Committee
• Member of Technology Project Management Committee
• Member of Customer Service Stakeholder Committee

Career Highlights

Mr. Sood has built an illustrious career in evolving information technology functions across global organizations including Citibank, GE Capital, United Technologies, JPMorgan Chase, and NatWest, progressing to CIO roles across different geographies. He has played a key role in shaping and executing Global Capability Center (GCC) strategies for leading financial institutions.

Industry Leadership:

• Chaired NASSCOM GCC Council for 2021-23 term
• Member of 2023-25 GCC Council
• External Expert with BCG, supporting clients with GCC strategies

Educational Qualifications

Mr. Sood holds a Master of Business Administration (MBA) from IIM Ahmedabad and is a graduate of IIT Roorkee.

Management Commentary

"We are delighted to have Mr. Punit Sood join the Board of Mphasis. With an accomplished record of leading global technology businesses and steering transformation across markets, his experience will be a powerful asset to our company. His insights on leadership will enrich our strategic thinking as we continue to navigate the ever-changing business landscape," said Mr. Nitin Rakesh, CEO and Managing Director, Mphasis.

Mr. Punit Sood commented, "It is a privilege to join this distinguished Board and collaborate with such accomplished leaders. I look forward to serving as an Independent Director and contributing my experience to advance the company's growth journey."

Regulatory Compliance

The company confirmed that Mr. Punit Sood is not debarred from holding the office of Director by virtue of any SEBI order or any other authority. He is not related to any of the existing Directors of the Company. The appointment complies with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.