Mphasis provided comments to the Stock Exchanges regarding alleged non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations for the quarter ended December 31, 2025. The Board noted that the period in question, December 11, 2025, to January 6, 2026, required no Chairperson to preside over meetings. A waiver application was submitted on March 13, 2026, and the company affirmed continuous compliance with other related regulations.
Response to Stock Exchange Notices
Mphasis Limited issued a formal response on March 28, 2026, addressing notices received from the BSE Limited and the National Stock Exchange of India concerning the alleged non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ending December 31, 2025. The matter was reviewed at the Board meeting held on March 27, 2026.
Board Deliberations and Findings
Following deliberation, the Board noted several key points:
- The selection and appointment of a Chairperson require significant competence, skill, experience, and seniority.
- No Board meeting was convened between December 11, 2025, and January 6, 2026. Therefore, no Chairperson was required to preside during this specific period. The first meeting following the appointment of the Chairperson on January 7, 2026, occurred on January 22, 2026, with governance operations remaining unaffected.
- The Board emphasized that the Company consistently elects a regular Non-Executive Chairperson and maintains continuous compliance with Regulation 17 of the SEBI Listing Regulations.
- The Board stated that the interim transition process for electing the regular Non-Executive Chairperson during the relevant period should not mandate the induction of additional Independent Director(s).
Waiver Application Status
The Company submitted a waiver application to both Stock Exchanges on March 13, 2026, and is currently awaiting the outcome. Mphasis affirmed its commitment to timely and complete compliance with all SEBI and Stock Exchange requirements.
Associated Fines and Penalties
Separately, the Stock Exchanges levied fines totaling ₹105,000 (Basic Fine) plus 18% GST (₹18,900), resulting in a Total Fine Payable of ₹123,900, specifically for 21 days of non-compliance related to Regulation 17(1) for the quarter ended December 2025. The company was advised to pay this fine within 15 days to avoid further escalation, including freezing of promoter shareholding or potential transfer to the Z Category for trading suspension.
The Stock Exchanges also noted potential non-compliance with other regulations for the same quarter, including Regulation 17(1A), 17(2), 17(2A), 18(1), 19(1)/19(2), 20(2)/(2A), 21(2), and 27(2), although the corresponding fines levied for these instances were zero for the period under review.
Source: BSE
