Mphasis Limited has announced the successful completion of its postal ballot process for the appointment of Mr. Punit Sood as an Independent Director. The special resolution received overwhelming shareholder approval, demonstrating strong confidence in the proposed appointment.

Postal Ballot Results

The shareholders approved Mr. Punit Sood's appointment with a decisive mandate through remote e-voting. The voting process was conducted under the supervision of Mr. S P Nagarajan, a practicing Company Secretary who served as the scrutinizer.

Appointment Details

Mr. Punit Sood (DIN: 00033799) has been appointed as an Independent Director for a term of five years, effective from December 11, 2025, up to December 10, 2030. The appointment was made pursuant to Sections 149, 150, 152, 160, Schedule IV and other applicable provisions of the Companies Act, 2013.

Voting Pattern Analysis

The detailed voting breakdown reveals strong support across all shareholder categories:

Process and Compliance

The postal ballot process was conducted in full compliance with regulatory requirements under Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Key process details include:

• Cut-off Date: January 23, 2026
• E-voting Period: February 1, 2026 (9:00 AM IST) to March 2, 2026 (5:00 PM IST)
• Total Eligible Shareholders: 1,40,611
• E-voting Platform: National Securities Depository Limited (NSDL)

The postal ballot notice was dispatched electronically to shareholders whose email addresses were registered with the company or depositories, in accordance with MCA and SEBI circulars. The scrutinizer's report was submitted on March 2, 2026, confirming the validity of the voting process and results.

This appointment strengthens Mphasis's board composition with independent oversight, reflecting the company's commitment to robust corporate governance practices.

Mphasis Limited has formally announced the resignation of Ms. Courtney Karlan Della Cava from her position as Non-Executive, Non Independent Director, effective February 27, 2026. The resignation was communicated to the stock exchanges in compliance with regulatory requirements under SEBI LODR Regulations.

Resignation Details

Ms. Della Cava, holding Director Identification Number (DIN) 09380419, submitted her resignation citing other commitments and obligations as the primary reason for stepping down from the board. The company has provided the requisite disclosures to both BSE Limited and National Stock Exchange of India Limited as mandated under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance

The announcement was made pursuant to Regulation 30 read with Schedule III of the SEBI LODR Regulations. Mphasis has also referenced SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in its disclosure filing. The resignation letter and all requisite documentation have been enclosed with the regulatory filing.

Director's Statement

In her resignation letter addressed to the Board of Directors, Ms. Della Cava expressed deep gratitude to the Mphasis Board of Directors and the full management team for their support and guidance throughout her tenure with the company. She acknowledged that it had been an honor to be part of the company's progress and extended her sincere wishes for Mphasis's continued success and growth in the future.

Company Communication

The formal communication to the stock exchanges was signed by Mayank Verma, Senior Vice President and Company Secretary of Mphasis Limited, bearing Membership No. ACS 18776. The disclosure includes a detailed annexure outlining the particulars of the directorship change, confirming the resignation as the reason for cessation and the effective date of February 27, 2026.