Mphasis Limited Allots Equity Shares Under ESOP 2016 and RSU Plan 2021

Mphasis Limited has intimated the stock exchanges regarding the allotment of equity shares following the exercise of Employee Stock Options (ESOPs) and Restricted Stock Units (RSUs). The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The ESOP Compensation Committee, via a resolution passed on 7 May 2026, approved the allotment of these shares under the Employee Stock Options Plan 2016 (ESOP 2016) and Restricted Stock Units Plan 2021 (RSU Plan 2021).

Details of Allotment

The company provided a breakdown of the equity shares allotted under the specific plans. The allotment covers the exercise of options by employees as per the terms and time periods defined in the respective schemes, which have previously been submitted to the Stock Exchanges.

Plan Equity Shares Allotted ESOP 2016 37,750 RSU Plan 2021 1,443

Cashless Scheme and Tax Deductions

The company outlined specific procedures regarding the cashless scheme for employees who exercised ESOPs. Under Section 67 of the Companies Act, 2013, as approved by shareholders at the 33rd Annual General Meeting held on 25 July 2024, the Mphasis Employees Equity Reward Trust will deduct an appropriate number of shares from the allotted allotment. This deduction is intended to cover the exercise price funded and applicable taxes. The proceeds from the sale of these deducted shares will be utilized by the Trust to repay loans from the Company and pay applicable taxes.

Similarly, for the RSU Plan 2021, the Mphasis Employees Benefit Trust will deduct shares to cover the funded exercise price and applicable taxes upon vesting or exercise. This action is based on shareholder approval obtained under Section 67 of the Companies Act, 2013, at the 30th Annual General Meeting held on 29 September 2021. The proceeds from the sale of these shares will be used to repay company loans and taxes.

The intimation was signed by Mayank Verma, Senior Vice President and Company Secretary of mphasis , on 7 May 2026. Further information is available on the company's official website.

Mphasis Limited has received a penalty order from the Joint Commissioner of Commercial Taxes (Appeals-5), Koramangala, Bengaluru, imposing a penalty of Rs. 1,941,007. The order, issued in Form GST APL-04 under Section 73(9) of the Karnataka Goods and Services Tax Act, 2017, was received by the company on May 5, 2026. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Clause 20 of Para A of Part A of Schedule III thereof.

Details of the Penalty Order

The following table summarises the key particulars of the penalty order as disclosed by the company:

Parameter: Details Issuing Authority: Joint Commissioner of Commercial Taxes (Appeals-5), Koramangala, Bengaluru Order Form: GST APL-04 Applicable Provision: Section 73(9) of the Karnataka Goods and Services Tax Act, 2017 Penalty Amount: Rs. 1,941,007 Date of Receipt: May 5, 2026 Financial Impact: No impact on financial, operational, or other activities

Nature of Alleged Contraventions

The penalty pertains to the following alleged violations as specified in the order:

Late reversal of input tax credit under Rule 42 of the Central Goods and Services Tax Act, 2017

Non-submission of special economic zone endorsement

Determination of place of supply for export transactions

Company's Assessment of Impact

Mphasis has stated that the penalty order has no impact on its financial, operational, or other activities. The intimation was filed with BSE Limited and the National Stock Exchange of India Limited in compliance with the applicable SEBI listing regulations. The information has also been made available on the company's official website at www.mphasis.com . The disclosure was signed by Mayank Verma, Senior Vice President and Company Secretary of Mphasis Limited.

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