Dear Shareholders,

The Board of Directors have pleasure in presenting the 35 th (thirty fifth) Annual Report together with the Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended 31 March 2026.

FINANCIAL HIGHLIGHTS

Key highlights of the financial performance of the Company are as follows: (Rs. million)

Note: The figures are rounded off to the nearest Rupee.

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards as notified under the Companies (Indian Accounting Standards) Rules 2015, as amended. A detailed analysis of the financial performance is available in the Management Discussion and Analysis Report forming part of this Annual Report.

OUTLOOK

Artificial Intelligence (AI) is accelerating technology adoption across industries. The initial wave was driven by the consumerization of foundational models, which accelerated AI adoption beyond enterprises to individuals and introduced new possibilities for how AI could be applied. As the ecosystem continues to evolve, the conversation is now shifting toward what will sustain meaningful and scalable adoption within enterprises.

This evolution is unfolding against a complex global backdrop. Geopolitical tensions, macroeconomic uncertainty, and the impact of trade tariffs are prompting enterprises to scrutinise technology spending more carefully. Yet AI investment continues to grow, because enterprises recognise that the competitive cost of not adopting AI is higher than the financial cost of doing so. Technology remains a strategic priority, even as everything else is being optimised.

AI creates value for enterprises across three dimensions: modernising the IT systems through which information flows; organising and contextualising that information in forms AI can reliably use; and transforming how decisions are made using that intelligence at scale. Most enterprises have made progress on the first, struggle with the second, and have yet to achieve the third. Mphasis is built to help enterprises advance across all three.

The Opportunity and the Gap

AI is transforming how enterprises operate. The potential is real and well demonstrated. But the path from potential to value is harder than it looks.

Most enterprise AI today is applied to information processing, automating workflows, generating content, writing code, summarising documents. These applications work well because they sit on top of existing systems and data. They deliver visible, near-term productivity gains. This is where most enterprise AI investment is currently concentrated, and rightly so.

BOARDRs.S REPORT

The bigger opportunity - and the harder problem - lies in using AI to improve decision-making. Better decisions on pricing, risk, demand, customer behaviour, and resource allocation create far more enterprise value than productivity gains alone. This is where AIRs.s true transformative potential lies.

But there is a gap between the two. To use AI for better decisions, enterprises first need to organise their information in ways that AI can use reliably. And this is where most enterprises struggle.

Why Organising Information Is Hard

Every large enterprise has accumulated decades of data across dozens of systems, in inconsistent formats, with different definitions, different ownership, and different levels of quality. Nobody designed this landscape. It just grew.

When enterprises try to fix this, the instinct is to organise everything, build a unified data platform, clean all the data, and create a single source of truth. This is the right ambition but the wrong approach. It becomes a years-long infrastructure programme with no clear end and no visible payoff along the way. Most such programmes stall or fail before they deliver value.

There is also a deeper problem. Organising data is not just a technical task. Every enterprise carries knowledge that lives outside its data - in the heads of experienced people, in undocumented processes, in business rules that evolved over the years. This knowledge is what gives data its meaning. Without it, even well-organised data cannot support reliable AI-driven decisions. A general-purpose AI model cannot know that a particular customer segment behaves differently in Q4, or that a specific regulatory requirement overrides the standard pricing rule. The enterprise has to encode this context. Most do not know how.

The result is that enterprises find themselves caught between two uncomfortable realities. The payoff from organising enterprise information is hard to see in advance. And the task itself feels monumental. So investment stalls at the information processing layer, and the bigger decision-making opportunity remains out of reach.

How Mphasis Helps

Enterprises today have access to powerful AI models and tools. What most lack is Enterprise Agency is the ability to make AI-driven decisions consistently, track whether they worked, and improve with each cycle. Without this, AI remains a collection of useful but disconnected tools rather than a source of sustained business value. Mphasis Tria ™ is built to give enterprises exactly this capability.

Our approach starts with the decision, not the data. Rather than asking enterprises to organise everything first, we work backwards from a specific high-value business decision - a pricing call, an underwriting assessment, a demand forecast - and organise only the information needed to support that decision well. The payoff is visible from the start. The scope is manageable. And as each use case delivers value, the enterprise builds its information foundation incrementally rather than as a prerequisite programme.

A critical part of making information AI-ready is capturing the contextual knowledge that sits outside data systems, the business rules, domain logic, and process understanding that give data its meaning. Ontosphere, our enterprise intelligence framework, provides a structured way to capture and encode this knowledge using domain ontologies. It does not come with all the answers pre-loaded. Rather, it gives enterprises and our teams a disciplined framework to systematically surface, structure, and apply domain knowledge that would otherwise remain tacit and inaccessible to AI systems. This is painstaking work, but it is the work that makes the difference between AI that produces outputs and AI that supports decisions people can trust and act on.

Our platform Mphasis Tria ™ connects these capabilities - modernising underlying IT systems, organising and contextualising enterprise knowledge, and driving AI-powered decisions - into a coherent architecture rather than a collection of disconnected tools. Mphasis Modernize ™ and Mphasis Optimize ™ translate this into structured programmes with clear milestones and measurable outcomes at each stage.

The acquisition of Theory and Practice and its Continuum AI ™ platform strengthens our decision intelligence capability, bringing together predictive, prescriptive, and causal reasoning so that AI recommendations reflect business constraints and real-world complexity, not just historical data patterns.

This approach, use-case-back, knowledge-first, outcome-driven, is reflected in our commercial momentum. Our AI-led pipeline has grown from 25% of total pipeline two years ago to 69% at the close of FY2026, an all-time high. Enterprises are not looking for another AI experiment. They are looking for a partner who can take them from pilot to scale, with a clear line of sight to business value at every step. That is what Mphasis is focused on delivering.

Sustainability

Beyond technology, sustainability and community impact remain integral to MphasisRs. long-term vision. In FY2025-26, 58% of our overall energy consumption was sourced from renewables, reflecting our continued commitment to clean energy adoption within the technology and IT services industry. Our infrastructure strategy also emphasises environmental efficiency, with 23% of our facilities achieving LEED Platinum certification and three locations receiving 5-Star ratings from IndiaRs.s Bureau of Energy Efficiency.

We have also continued to strengthen water conservation efforts through our " One Billion Drops " initiative, focused on rainwater harvesting and groundwater recharge in water-stressed regions. To date, Mphasis has supported the construction of 2,000 percolation wells, with the

potential to conserve 25.3 crore litres of rainwater annually and positively impact nearly 250,000 residents. Employee participation remains a key pillar of these initiatives. Nearly 2,000 Mphasis employees engage with United Way Bengaluru (UWBe) throughout the year, contributing through hands-on volunteering as well as technical expertise to help strengthen and scale community programmes.

The AI transition is real, and the enterprise need is urgent. Mphasis enters this moment with a clear view of the problem, a tested approach to solving it, and a growing pipeline that tells us the market agrees. We are focused on delivering.

SHARE CAPITAL

During the financial year ended 31 March 2026, there was no change in the authorized share capital of the Company. As on 31 March 2026, the authorized share capital of the Company was Rs. 2,450,000,000 divided into 245,000,000 equity shares of face value of Rs. 10 /- each. The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2026, stood at Rs. 1,908,195,700/- divided into 190,819,570 equity shares of face value of Rs. 10/- each.

Movement in share capital during the financial year ended 31 March 2026 is as follows:

TRANSFER TO RESERVES

Reserves and Surplus of the Company stood at Rs. 105,528.85 million (consolidated basis) and Rs. 62,834.75 million (standalone basis) respectively as on 31 March 2026. Further, the Board of Directors of the Company do not propose to transfer any amount to reserves for the financial year ended 31 March 2026.

DIVIDEND

The Board is pleased to recommend a final dividend of Rs. 62 per equity share of Rs. 10 each for the financial year ended 31 March 2026. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting ("AGM " ) and deduction of income tax at source, as applicable. The dividend, if approved, will be paid within 30 days from the date of AGM to those members whose names appear in the Register of Members/Beneficial Owners as on close of Wednesday, 8 July 2026 i.e. the Record Date. The total net cash outflow if approved by the members will be approximately Rs. 11,831.99 million.

The dividend recommended by the Board is in accordance with the Dividend Distribution Policy of the Company adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The said Policy is available on the CompanyRs.s website at .

SUBSIDIARIES, ASSOCIATE & JOINT VENTURES

As of 31 March 2026, the Company has 43 subsidiaries, of which 39 are overseas subsidiaries, and one associate company. In addition, the subsidiaries operate through 21 branches.

During the financial year ended 31 March 2026, Mphasis Corporation, a wholly owned subsidiary of the Company, acquired 26% equity stake in Aokah, Inc., a Delaware-based Corporation in the United States of America, on 3 July 2025. Aokah, Inc. was established to deliver Business Intelligence Platforms and additional Information Technology Services. Further, Mphasis Brazil Ltda. was incorporated on 18 December 2025 under the laws of Brazil as a step-down wholly owned subsidiary of the Company. Additionally, Mphasis Consulting Limited, UK, a wholly owned subsidiary of the Company, holding 51% shares in Mrald Limited, UK, acquired the remaining 49% equity shareholding in Mrald Limited from its joint venture partner, Ardonagh Services Limited. Mrald Limited is engaged in the business of providing operational support services and transformation services for insurance intermediaries and reinsurers. Upon completion of the said acquisition on 16 January 2026, Mrald Limited became a wholly owned subsidiary of the Company.

Following the conclusion of the financial year, on 21 April 2026, Mphasis Ireland Limited, a wholly owned subsidiary of the Company, acquired 100% shareholding in Theory and Practice Business Intelligence Inc., Theory and Practice B.V. and Theory and Practice HoldCo. B.V. (collectively referred to as Rs.TAPRs.). Consequent to the completion of the acquisition, TAP have become wholly owned subsidiaries of Mphasis Ireland Limited and step-down subsidiaries of the Company. TAP is a technology company specializing in decision intelligence solutions, including its Continuum AI platform that combines artificial intelligence with behavioral economics to enhance enterprise decision-making across industries such as Retail, Consumer Packaged Goods and Financial Services.

In accordance with Section 129 (3) of the Companies Act, 2013 the consolidated financial statements are attached to the Annual Report. Further, a statement containing salient features of the financial statements of subsidiaries and associate company in Form AOC-1 is annexed to this report as Annexure-1. The statement also provides the performance and financial position of each of the subsidiaries and associate company.

The financial statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company and are also being uploaded on the website of the Company, . A translated copy of the financial statements has been provided where such financial statements are in the foreign language. A copy of the above financial statements will be sent to the members upon request.

The Company has also formulated a Policy for Determining Material Subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The policy is available on the website of the Company at .

EMPLOYEES

We are at the cusp of an exciting phase of enterprise transformation shaped by Artificial Intelligence (Rs.AIRs.). Financial year 2025-26 has been a year of talent consolidation, sharpening capability and building execution discipline. The CompanyRs.s employee agenda remained tightly aligned to business priorities — protecting delivery stability, strengthening leadership depth, and preparing the workforce for the next phase of growth, while maintaining cost and risk discipline.

Workforce Strategy

The Company sustained a balanced workforce strategy, prioritizing critical future-focused skills and roles while ensuring overall growth. The Company initiated measures on tighter role clarity in delivery units, better pay transparency (particularly with predictable incentives framework and pay revision) and manager capability. Bench and redeployment were managed more actively, reducing productivity leakage and improving internal mobility outcomes. Through these measures, attrition stabilized compared to prior volatility.

Impetus on leadership and capability

Focus shifted from role proliferation to capability depth, particularly in senior technical, delivery, and people leadership roles. Leadership effectiveness is now a metric that is getting assessed and built through programs on identification of top talent, segmentation as per role criticality, customized development frameworks and tighter promotion governance. The Company is confident of its leadership readiness, and their ability to shape the Company for the future.

Engagement, Culture & Employee Trust

The year saw a switch from broad engagement programs to targeted interventions. The Company had great success in launching the TechShift program aligning with the priority on AI-first mindset. The employees came together to experiment in problem-framing and solving them through innovative approaches. This has now paved way to better understanding on how skilling and teaming will help in being ready for an AI-augmented future.

With the revamp of performance management framework, the Company is further investing in employee readiness through clarity of goals and consistent feedback. There is a significant increase in awareness among the employees and adoption of continuous development. The employees found greater resonance in all the people-centric initiatives and are stepping up to the demands from the flux in global environment.

The Company takes great pride in the fact that the Company has been officially certified as a Great Place to Work® across multiple geographies, including India, the United States, the United Kingdom, Canada, and other key markets, based on direct employee feedback. The certification reflects employee confidence in leadership credibility, fairness, respect, and inclusion, rather than programmatic or policy-led claims. This further strengthens CompanyRs.s employer brand with its talent, clients, and investors.

EMPLOYEES STOCK OPTIONS / RESTRICTED STOCK UNITS

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives, and promoting their increased participation in the growth of the Company.

The Company currently has two stock option plans in operation, viz., Mphasis Employees Stock Option Plan - 1998 ("ESOP 1998 " ) (Version I & II), Mphasis Employees Stock Option Plan - 2016 ("ESOP 2016 " ) and one restricted stock unit plan viz., Restricted Stock Units Plan 2021 ("RSU 2021 " ). The CompanyRs.s Employee Stock Option Plans (ESOPs) are administered through the Mphasis Employees Equity Reward Trust, and the Restricted Stock Unit Plans (RSUs) are administered through the Mphasis Employees Benefit Trust. Further, both ESOPs and RSU Plans are administered by the ESOP Compensation Committee of the Board.

During the financial year ended 31 March 2026, the Company allotted 742,729 equity shares pursuant to the exercise of stock options and restricted stock units. Further, during the financial year ended 31 March 2026, the ESOP Compensation Committee granted 56,000 stock options and 7,500 restricted stock units to the eligible employees.

As of 31 March 2026, there have been no changes in any of the existing plans of the Company, and all such plans are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

The information to be disclosed as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, for the financial year ended 31 March 2026 is annexed to this report as Annexure-2 and is also uploaded on the website of the Company at . The Company has received a certificate from the Practicing Company Secretary, certifying that the ESOPs and RSUs Plans have been implemented in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and the resolutions passed by the shareholders. The said certificate will be placed at the ensuing AGM for inspection by the members.

BOARD OF DIRECTORS

As on 31 March 2026, the Board comprised of 11 (eleven) Directors consisting of 4 (four) Independent Directors including 1 (one) woman director, 1 (one) Executive Director and 6 (six) Non-Executive Directors. The Board has an appropriate mix of Executive Director, Non-Executive Non-Independent Directors and Independent Directors, which is compliant with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Appointment

a) The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Punit Sood (DIN: 00033799) as an Additional Director (Category: Non-Executive, Independent) and Independent Director of the Company for a term of 5 (five) consecutive years effective 11 December 2025 subject to the approval of the shareholders.

Further, approval of shareholders of the Company was received through Postal Ballot on 2 March 2026, for the appointment of Mr. Punit Sood as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. 11 December 2025 i.e. till 10 December 2030.

b) The Board of Directors appointed Mr. Girish Srikrishna Paranjpe (DIN: 02172725), Independent Director, as Chairperson of the Board effective 7 January 2026.

Re-Appointment

a) Mr. Amit Dalmia (DIN: 05313886), Mr. Amit Dixit (DIN: 01798942), and Mr. Marshall Jan Lux (DIN: 08178748) Non-Executive, Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013, were re-appointed by the members at the 34 th (thirty fourth) AGM held on 24 July 2025.

b) In accordance with Section 152(6) of the Companies Act, 2013, Mr. Kabir Mathur (DIN: 08635072) and Mr. Pankaj Sood (DIN: 05185378) will retire by rotation at the 35 th (thirty fifth) AGM and being eligible, offered themselves for re-appointment.

c) The Board of Directors at its meeting held on 29 April 2026, based on the recommendation of Nomination and Remuneration Committee, has approved re-appointment of Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director for a second and final term of 5 (five) consecutive years commencing from 20 December 2026, subject to approval of members of the Company at the ensuing 35 th (thirty fifth) AGM.

d) The Board of Directors at its meeting held on 29 April 2026, based on the recommendation of Nomination and Remuneration Committee, has approved re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as Chief Executive Officer and Managing Director of the Company for a term of 5 (five) consecutive years effective 1 October 2026, subject to the approval of the members of the Company at the ensuing 35 th (thirty fifth) AGM.

In the opinion of the Board, all the Directors, as well as the Directors proposed to be re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

Retirement

Ms. Jan Kathleen Hier (DIN: 07360483) completed her second and final term as an Independent Director of the Company and consequently ceased to be a Director and Chairperson effective 10 December 2025. The Board placed on record deep appreciation and gratitude for her extensive contribution and stewardship.

Resignation

Ms. Courtney Karlan Della Cava (DIN: 09380419) vide her resignation letter dated 27 February 2026, tendered her resignation as a Non-Executive, Non-Independent Director of the Company effective 27 February 2026, due to her other commitments and obligations. The Board placed on record its sincere appreciation for her guidance and contributions made over the years.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as on 31 March 2026 comprised Mr. Nitin Rakesh, Chief Executive Officer and Managing Director; Mr. Aravind Viswanathan, Chief Financial Officer; and Mr. Mayank Verma, Company Secretary.

During the financial year ended 31 March 2026, Mr. Sivaramakrishnan Puranam resigned as the Company Secretary and Compliance Officer of the Company effective 27 April 2025. The Board places on record its deep appreciation and gratitude for his contribution and guidance.

Further, the Board at its meeting held on 24 April 2025, appointed Mr. Mayank Verma as the Company Secretary and Compliance Officer of the Company effective 28 April 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the CompanyRs.s Code of Conduct.

They have further confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 read with the Rules made thereunder and are independent of the management.

MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation. During the financial year 2025-26, the Board met 5 (five) times and maximum interval between any 2 (two) meetings did not exceed 120 (one hundred and twenty) days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board including the attendance of the Directors at such meetings is included in the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES

Board Committees provide a platform for the Board to deal with specific issues that require specialised areas of expertise. The Company has 8 (eight) Board level Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Governance and Management Committee, Treasury and Operations Committee, ESOP Compensation Committee and Share Transfer Committee set up under the formal approval of the Board to carry out clearly defined roles and responsibilities. Details of the composition, terms of reference, number of meetings held during the financial year, attendance of members etc. are provided in the Corporate Governance Report forming part of this Annual Report.

All observations, recommendations and decisions of the above Committees are placed before the Board of the Company for their consideration. During the financial year ended 31 March 2026, there has been no instance where the Board has not accepted the recommendations of the Committees.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, the annual performance evaluation of the Board, Board Committees and individual directors was conducted for the financial year 2025-26, in order to ensure that the Board and Committees are functioning effectively and demonstrating good governance. The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Corporate Governance Report, which forms part of this Annual Report.

STATUTORY AUDITORS

The members of the Company at the 32 nd (thirty second) AGM held on 20 July 2023 approved the re-appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 32 nd (thirty second) AGM till the conclusion of the 37 th (thirty seventh) AGM to be held in the year 2028.

The Reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 March 2026 forms part of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimer made by the Statutory Auditors in their Audit Reports.

During the financial year under review, the Statutory Auditors have not reported to the Audit Committee any fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The members of the Company at the 34 th (thirty fourth) AGM held on 24 July 2025 approved the appointment of Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), as the Secretarial Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the 34 th (thirty fourth) AGM till the conclusion of the 39 th (thirty ninth) AGM to be held in the year 2030.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Msource (India) Private Limited, a material unlisted subsidiary of the Company also undertook the secretarial audit for the financial year 2025-26.

As required under the Section 204 of the Companies Act, 2013 and SEBI Listing Regulations, the secretarial audit reports of the Company and its material unlisted subsidiary for the financial year 2025-26 are attached to this report as Annexure-3 and Annexure-3A respectively. The audit reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

INTERNAL AUDITORS

The Board of Directors, at its meeting held on 18 October 2023 approved the re-appointment of M/s. Ernst & Young, LLP as the Internal Auditors of the Company for a period of 4 (four) years commencing from 1 April 2024 up to 31 March 2028, to conduct the internal audit of the CompanyRs.s functions and activities.

corporate social responsibility (csr)

The Company is committed to making a difference in the community that we all belong to. The Company considers society and the environment as important stakeholders of the Company.

The CompanyRs.s CSR activities are implemented through Mphasis F1 Foundation (an independent registered trust). Mphasis F1 Foundation harnesses technology to make education accessible, provide digital upskilling for underserved communities, and prepare individuals for success in the evolving digital landscape. Inclusion has been a priority, with initiatives that empower Persons with Disabilities (PwDs) by providing access, affordable technology assistance and employment. The Company is committed to environmental sustainability by driving climate action through water conservation, carbon sequestration, oxygen production, and biodiversity protection. Through the Rs.Tech for GoodRs. approach, the Company leads initiatives that use technology to drive social transformation and create meaningful change. The Mphasis F1 Foundation champions these efforts, working across sectors to build a more equitable and sustainable future for all.

The highlights of the CompanyRs.s CSR activities are described in detail on the CompanyRs.s website at: .

The composition of the CSR Committee, and other details including brief outline of the CSR Policy of the Company, the amount that the Company was required to spent in terms of the provisions of the Companies Act, 2013, and the amount that was actually spent during the financial year 2025-26 are set out in the Annual Report on Corporate Social Responsibility, prepared in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, which is attached to this report as Annexure-4.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance, along with a certificate from Mr. S P Nagarajan, Practicing Company Secretary (CP No. 4738), confirming compliance with the corporate governance requirements for the financial year ended 31 March 2026 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Reports in terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, forms part of the Annual Report of the Company for the financial year 2025-26.

business responsibility and sustainability report (brsr)

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, BRSR is available on the website of the Company at .

Further, the Company has appointed TUV SUD South Asia Private Limited as the assurance provider. The details of the CompanyRs.s sustainability goals, progress and targeted initiatives are available on the CompanyRs.s website at .

INTERNAL CONTROLS

The Company has adequate internal control systems in place and has reasonable assurance on authorizing, recording and reporting transactions of its operations in all material respects and in providing protection and safeguard against misuse or loss of assets of the Company. The Company has in place, well documented procedures covering critical financial and operational functions commensurate with the size and complexities of the organization.

Some of the salient features of the internal control system in place are:

a. Adherence to applicable Accounting Standards and Policies including audit trails and backups.

b. Enterprise Resource Planning system connecting all offices enabling seamless data and information flow. This is constantly reviewed to enhance the internal control check points.

c. Preparation of annual budget for operation and service functions and monitoring the same with actual performance at regular intervals.

d. Ensuring that assets are properly recorded, and procedures have been put in place to safeguard against any loss or unauthorized use or disposal.

e. Internal audit is carried out based on the audit universe coverage and Internal Audit Plan approved by the Audit Committee.

f. The observations arising out of internal audit are periodically reviewed at the Audit Committee meetings along with follow up action.

g. Presentations are made to the Audit Committee on enterprise risks faced by the Company and action plan to mitigate the same.

In addition, the Company uses the services of an external firm to periodically review various aspects of the internal control system to ensure that such controls are operating in the way expected and whether any modification is required.

The Internal Audit function develops an audit plan for the Company, which includes a mix of financial, operational, compliance and Information Technology areas. The audit coverage includes corporate, core business operations, as well as support function. The internal audit reports and the recommended management actions are presented to the Audit Committee on a half year basis. The status of the management actions is followed by the Internal Audit function and the progress of the implementation of the action is reported to the Audit Committee.

The CompanyRs.s internal financial controls are deployed through an internally evolved framework that addresses material risks in the CompanyRs.s operations and financial reporting objectives, through a combination of Entity Level Controls (including Enterprise Risk Management, Legal Compliance Framework and Anti-fraud Mechanisms such as an Ethics Framework, Code of Conduct, Whistle Blower Policy, etc.), Process Controls (both manual and automated), Information Technology based controls, period end financial reporting and closing controls and Internal Audit.

ENTERPRISE RISK MANAGEMENT

A detailed analysis of monitored risks and their mitigation plans are available in the Management Discussion and Analysis Report under section Risks and Concerns, forming part of this Annual Report.

prevention of sexual harassment (posh)

The Company is committed to maintaining a safe, respectful, and inclusive workplace that is free from all forms of sexual harassment. We believe that every employee has the right to work in an environment of dignity and mutual respect, without fear of retaliation or reprisal.

The Company has established robust mechanisms to prevent, prohibit, and address complaints of sexual harassment in a fair, confidential and timely manner. These mechanisms are designed to encourage reporting and ensure that concerns are handled with sensitivity, independence, and due process.

Internal Committees have been established across all locations in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Each committee includes an external member and functions at the respective locations. The primary role of the Internal Committee is to address and resolve sexual harassment complaints, conduct employee awareness programs and ensure full compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of all Internal Committee members are prominently displayed across all locations.

The Company Sexual Harassment framework includes:

• POSH India Policy, which is fully aligned with and compliant with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy is applicable to women employees in India and governs prevention, complaint redressal, and corrective actions as mandated by law.

• Global POSH Policy, applicable to all other employees globally (excluding women employees in India), ensuring consistent standards of conduct, protection, and redressal across geographies.

Both policies are designed in alignment with applicable local laws and regulatory requirements, while also adhering to our internal governance standards and ethical values.

The Company periodically reviews and updates these policies to ensure ongoing compliance with statutory obligations and evolving best practices. Through continuous awareness programs, training initiatives, and leadership commitment, we reinforce a culture of respect, accountability, and inclusivity across the organization.

During the financial year ended 31 March 2026, a total of 32 complaints were filed, of which 31 were disposed off during the financial year, with 1 complaint remaining pending at the end of the financial year. None of the complaints were material in nature. These figures represent consolidated group-level data, covering all gender categories and workplace locations globally for the financial year. Further no complaints were pending for more than ninety days.

ESTABLISHMENT OF VIGIL MECHANISM

The Mphasis Code of Conduct requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Company, all stakeholders are expected to conduct themselves with utmost integrity and ensure they are always compliant with all applicable laws and regulations. The Company has a Whistleblower Policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations to enable persons who observe unethical practice (whether or not a violation of law), or violation of the Code of Business Conduct, other than matters covered by the POSH Policy to approach the Whistleblower Custodian without revealing their identity if they choose to do so. The Policy governs reporting and investigation of allegations of suspected improper activities that are breach of Code of Business Conduct and violation under Code for Prevention of Insider Trading. Further the complaint can be reported to the Ombudsperson (Chairperson of the Audit Committee) where the Complainant feels that the complaint has not been addressed or actioned in a timely and appropriate manner. Also, if the complaint is against any member of the Whistleblower Committee or the Executive Council or the Whistleblower Custodian or any of the members of the Whistleblower Office, the same would be looked into by the Ombudsperson. The Policy covers all group companies, and its affiliates, Directors, suppliers, clients, and contractors engaged in rendering the services. The Vigil Mechanism / Whistle Blower Policy is available on your CompanyRs.s website at .

DIRECTORSRs. RESPONSIBILITY STATEMENT

In compliance with Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm, and state as follows for the financial year ended 31 March 2026:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively;

6. The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Board of Directors of the Company has adopted a Related Party Transactions Policy to ensure proper approval, reporting and disclosure processes are in place for all transactions between the Company and Related Parties. The Related Party Transactions Policy is available on the CompanyRs.s website and can be accessed at .

All the transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, during the financial year were in the ordinary course of business and at an armRs.s length basis.

The details of Related Party Transactions entered by the Company with Related Parties during the financial year 2025-26 are set out in the Notes to the Financial Statements for the financial year ended 31 March 2026. The particulars of the contract or arrangements with the Related Parties in form AOC-2 is annexed to this report as Annexure-5.

The related party disclosures are being made to the Stock Exchanges on a half yearly basis as required under Regulation 23(9) of SEBI Listing Regulations.

POLICY ON DIRECTORSRs. REMUNERATION

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Company has in place a Director Remuneration Policy which broadly lays down the guiding principles for payment of Remuneration to Directors. The Policy is available on your CompanyRs.s website at .

We affirm that the remuneration paid to the Directors is as per the terms mentioned in the said Policy and remuneration details are provided in the Corporate Governance Report forming part of this Annual Report.

PARTICULARS OF EMPLOYEESRs. REMUNERATION

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and is annexed herewith as Annexure-6.

Further, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.

However, in terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members excluding the aforesaid information and shall be available for inspection of the members, till the date of the AGM, at the registered office of the Company during working hours. Any member interested in obtaining a copy of the annexure may write to the Company Secretary of the Company.

ANNUAL RETURN

In terms of the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the Annual Return of the Company for financial year 2025-26 is uploaded on the website of the Company at the link .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the notes to the Financial Statements which forms part of this Annual Report.

DEPOSITS

The Company has not accepted any deposits from the public and as such no principal or interest was outstanding as on the date of the Balance Sheet.

CREDIT RATING

During the year, ICRA Limited vide its letter dated 26 February 2026 reaffirmed the rating for the Company as per the following details:

investor education and protection fund (iepf)

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the dividend amounts which have remained unclaimed for a period of 7 (seven) years from the date of transfer to unpaid dividend account have been transferred by the Company to the Investor Education and Protection Fund ( " IEPF " ) established by the Central Government under Section 125 of the Companies Act, 2013. The details of the unclaimed dividend amount which will be transferred to the IEPF in the subsequent years are provided in the Corporate Governance Report. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which dividend have not been paid or claimed by the members for seven consecutive years, or more are also required to be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year under review, the Company has transferred 1,729 equity shares to the demat account of the IEPF Authority. The details of such shares are available on the website of the Company at .

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between 31 March 2026 and the date of this Annual Report other than as stated in the report.

CORPORATE CODE AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013, SEBI Listing Regulations and any other applicable laws are available in the Corporate Governance Report annexed hereto and forming part of this Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, forms part of this report and is annexed herewith as Annexure-7.

OTHER DISCLOSURES

a) During the financial year under review, there were no significant material orders passed by the Regulators or the Courts, Tribunals impacting the going concern status and the CompanyRs.s operations in future.

b) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.

c) There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

d) The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the financial year 2025-26.

e) In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

f) Maintenance of Cost Records under Section 148 of the Companies Act, 2013 is not applicable to the Company.

ACKNOWLEDGEMENT

We gratefully acknowledge the continued support, cooperation and confidence reposed in the Company by its business associates, investors, vendors, bankers, and shareholders. The Directors place on record their sincere appreciation for the support extended by the Software Technology Parks of India, the Department of Communication and Information Technology, the Government of India, the Governments of Karnataka, Telangana, Maharashtra and Tamil Nadu, the Reserve Bank of India, other governmental authorities, industry bodies, trade associations, and NASSCOM. The Directors also express their gratitude to the government agencies of various other countries where the Company operates.

We would further like to place on record their heartfelt appreciation for the employees of the Company and its subsidiaries, at all levels, for their dedication, hard work, and unwavering commitment. Their professionalism, competence, and collective efforts have been instrumental in enabling the Company to maintain its position as a leading and significant player in the industry.