Mphasis Limited has granted 10,000 stock options to an identified employee under its Employee Stock Option Plan 2016 (ESOP 2016). The company informed stock exchanges about this development on 19 January 2026, following the approval by the ESOP Compensation Committee of the Board of Directors.

Grant Details and Terms

The stock option grant carries specific terms and conditions that govern the employee's participation in the equity reward program. The following table outlines the key parameters of the grant:

Each option entitles the holder to apply for one equity share of the company. The vesting structure ensures that the options become exercisable gradually over the five-year period, providing long-term incentive alignment between the employee and the company's performance.

Administration and Compliance

The Employee Stock Option Plan 2016 will be administered through Mphasis Employees Equity Reward Trust. The shares arising from the exercise of these stock options are proposed to be allotted in accordance with the established ESOP framework. The grant operates under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The ESOP 2016 Plan was previously submitted to the exchanges at the time of obtaining in-principle approval, ensuring regulatory compliance for the current grant.

Corporate Structure

Mphasis Limited, with its registered office at Bagmane World Technology Centre in Bangalore, operates under CIN: L30007KA1992PLC025294. The company maintains its investor relations through established communication channels and continues to adhere to listing and SEBI regulations for all equity-related transactions and disclosures.

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.