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.

Mphasis , a leading IT services and solutions provider, has announced a significant update to its Employee Stock Option Plan (ESOP) 2016. The company's ESOP Compensation Committee has approved the grant of 5,000 stock options to an identified employee, demonstrating its commitment to employee retention and long-term value creation.

Key Details of the Stock Option Grant

Vesting and Exercise Mechanism

The stock options granted will vest over a period of five years, with equal proportions vesting each year. This gradual vesting schedule aligns with the company's strategy to encourage long-term employee commitment and performance.

Once vested, the options can be exercised within 60 months from their respective vesting dates. This extended exercise period provides flexibility to the option holders in deciding when to convert their options into shares.

Trust-Based Administration

Mphasis has opted to administer the plan through the Mphasis Employees Equity Reward Trust. This approach can offer benefits in terms of efficient management of the ESOP and potentially provide tax advantages, depending on the specific structure and applicable regulations.

Implications for Shareholders and Employees

For the identified employee, this grant represents an opportunity to participate in the company's growth and value creation. From a shareholder perspective, while there will be a slight dilution upon exercise, ESOPs are generally viewed positively as they align employee interests with those of the shareholders and can be an effective tool for talent retention.

The exercise price of ₹2,700 per option suggests that the company values its stock at this level or higher. However, the actual benefit to the employee will depend on the stock's market price at the time of exercise.

This move by Mphasis underscores its focus on employee incentivization and retention strategies in the competitive IT services sector. As companies continue to grapple with talent retention, such equity-based compensation plans can play a crucial role in attracting and keeping top talent.

Investors and market analysts may view this development as part of Mphasis' broader human resource strategy, potentially impacting their assessment of the company's ability to maintain a stable and motivated workforce in the long run.