Mphasis Limited Addresses Board Composition and Compliance Concerns
Mphasis Limited addressed concerns regarding compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following notices received from the stock exchanges on February 27, 2026. The matter was reviewed by the Board of Directors at a meeting held on March 27, 2026.The Board noted that careful consideration was required for the selection and appointment of a Chairperson, given the role's demands for competence, skill, experience, and seniority. During the period from December 11, 2025, to January 6, 2026, no Board meetings were convened, and a Chairperson was appointed on January 7, 2026, with the first subsequent meeting held on January 22, 2026. The company reported that governance operations remained unaffected during this period.
The Board also confirmed the company’s continuous maintenance of compliance with Regulation 17 of SEBI Listing Regulations, and its practice of electing a regular Non-Executive Chairperson. The interim transition in electing a regular Non-Executive Chairperson during the relevant period does not necessitate the induction of additional Independent Directors.
Mphasis submitted a waiver application to both stock exchanges on March 13, 2026, and awaits a response.
The company has incurred fines related to non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended December 31, 2025. A total fine of 105,000 Rupees, inclusive of 18,900 Rupees in GST, was levied.
According to a notice from the National Stock Exchange of India Limited, the company is advised to inform promoters about the identified non-compliance, remit the fines within 15 days, and file a waiver request through the NEAPS portal. Failure to comply may result in freezing of promoter shareholdings and trading restrictions.
The company remains committed to timely and complete compliance with all SEBI and Stock Exchanges requirements.
Table: Fines Payable
| Regulation | Quarter | Fine amount per day (Rs.) / Fine amount per instance (Rs.) | No. of days of non- compliance / No. of instance(s) | Fine amount (Rs.) |
|---|---|---|---|---|
| REGULATION 17(1) | 31-Dec- 2025 | 5000 | 21 | 105000 |
| Total Fine | Total Fine | Total Fine | Total Fine | 105000 |
| GST @18% | GST @18% | GST @18% | GST @18% | 18900 |
| Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | 123900 |
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