Date: July 24, 2026
Board Meeting Outcomes
The Board of Directors of Mphasis Limited discussed the matter of non-compliance notices received from BSE Limited and National Stock Exchange of India Limited at its meeting held on July 23, 2026.
The notices alleged non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended March 31, 2026, covering the period from January 1, 2026 to January 6, 2026.
Regulatory Notices and Fines
NSE Notice (May 27, 2026)
- Reference: NSE/LIST-SOP/COMB/FINES/0611
- Regulation: 17(1) of SEBI Listing Regulations
- Quarter: March 31, 2026
- Fine amount: ₹5,000 per day
- Days of non-compliance: 6 days
- Basic fine: ₹30,000
- GST @18%: ₹5,400
- Total fine payable: ₹35,400
- Note: Fine amount increases daily if compliance not achieved
BSE Notice (May 27, 2026)
- Reference: SOP-Review letter
- Regulation: 17(1) of SEBI LODR Regulations, 2015
- Quarter: March 2026
- Basic fine: ₹30,000
- GST @18%: ₹5,400
- Total fine payable: ₹35,400
- Other regulations checked (Regulation 17(1A), 17(2), 17(2A), 18(1), 19(1)/19(2), 20(2)/(2A), 21(2), 27(2)) showed no fines for March 2026 quarter
Company Response and Waiver Application
The Company had received similar notices for the quarter ended December 31, 2025, covering the period from December 11, 2025 to December 31, 2025, which were received on February 27, 2026.
The Company submitted a waiver application to the Stock Exchanges on March 13, 2026, requesting waiver of fines for both periods:
- December 11, 2025 to December 31, 2025
- January 1, 2026 to January 6, 2026
The outcome of the waiver application is still awaited.
The previous notices were placed before the Board of Directors at its meeting held on March 27, 2026, and the Board's comments were filed with the Stock Exchanges on March 28, 2026.
Board's Position
The Board reiterated that the appointment of the Chairperson required careful consideration given the importance of the role. The Board stated that:
- No Board meeting was convened during the said period of non-compliance
- Governance operations remained unaffected
- Functioning of the Board was not impaired
- The Company remained compliant with Regulation 17 of the SEBI Listing Regulations
- The temporary transition in appointing a regular Non-Executive Chairperson should not necessitate the induction of additional Independent Director(s)
Consequences of Non-Payment
Both exchanges warned that failure to pay fines within 15 days from May 27, 2026 could result in:
1. Freezing of the entire shareholding of the Promoters in the Company as well as all other securities held in the demat account of the Promoters
2. Trading in securities shifting to 'Trade for Trade' basis (Z Category) in case of consecutive default with Regulations 17(1), 18(1) and 27(2)
Payment Instructions
NSE Payment Details
- Bank: IDBI BANK LTD
- Branch: BANDRA KURLA COMPLEX, MUMBAI
- RTGS/IFSC CODE: IBKL0001000
- Payment path: NEAPS > Payment > SOP Fine Payment
BSE Payment Details
- Bank: ICICI Bank Ltd.-CMS Branch
- Virtual Bank Account No.: BSER04448
- IFSC Code: ICIC0000104
- This account is dedicated specifically to SOP fine and Waiver fees only
Waiver Process Requirements
- Waiver applications must be submitted via NEAPS>>Compliance>>Fine Waiver>>Waiver Request (email submissions not considered)
- Detailed submission indicating reasons for waiver required
- Compliance is a pre-requisite for applying for waiver
- Non-refundable processing fees of ₹10,000 plus 18% GST required if fine amount is more than ₹5,000 exclusive of GST
- For multiple regulations, file a single application mentioning all respective regulations and quarters
Board Disclosure Requirement
The Company is required to ensure that the subject matter of non-compliance and subsequent exchange action is placed before the Board of Directors, and the Board's comments must be informed to the Exchange through the NEAPS portal with announcement text 'Board comments on fine levied by the Exchange'.