Mphasis Limited's Board of Directors has formally responded to regulatory notices regarding alleged non-compliance with SEBI listing regulations during the quarter ended December 31, 2025. The IT services company received notices from both BSE and NSE on February 27, 2026, highlighting concerns over board composition requirements.

Regulatory Non-Compliance Details

Both stock exchanges identified non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically related to board composition and chairperson appointment requirements. The alleged non-compliance period extended for 21 days, resulting in significant financial penalties.

Board's Response and Clarifications

During the Board meeting held on March 27, 2026, directors deliberated on the matter and provided detailed explanations for the transition period. The Board emphasized that the selection and appointment of a chairperson requires careful consideration given the significant competence, skill, experience, and seniority demands of the role.

Key points highlighted by the Board include:

• No Board meetings were convened during the period from December 11, 2025, to January 6, 2026
• No requirement for a chairperson to preside during this period due to absence of meetings
• Governance operations remained unaffected and Board functioning was not impaired
• The company maintains a practice of electing regular Non-Executive Chairpersons

Timeline of Events

The company provided a clear timeline of events surrounding the chairperson transition:

Waiver Application and Next Steps

Mphasis submitted waiver applications to both BSE and NSE on March 13, 2026, seeking relief from the imposed penalties. The company is currently awaiting the outcome of these applications. The exchanges had provided 15 days from the notice date for fine payment, failing which they threatened to initiate actions including freezing of promoter shareholdings and potential transfer to Z category for trading restrictions.

Commitment to Compliance

The company has reiterated its commitment to maintaining full compliance with all SEBI and stock exchange requirements. Mphasis emphasized that it continuously maintains compliance with Regulation 17 of SEBI Listing Regulations and that the interim transition period should not necessitate inducting additional Independent Directors.

The Board's response demonstrates the company's proactive approach to addressing regulatory concerns while maintaining that governance standards were not compromised during the transition period. The outcome of the waiver applications will determine whether the company needs to pay the imposed fines or receives relief from the exchanges.

Mphasis Limited has formally notified the stock exchanges about its upcoming board meeting scheduled for April 29, 2026, to review and approve the company's financial performance for the fourth quarter and full year ended March 31, 2026. The announcement was made through an official communication to both BSE Limited and National Stock Exchange of India Limited on March 27, 2026.

Board Meeting Agenda and Timeline

The board meeting will focus on several key agenda items as outlined in the company's regulatory filing pursuant to Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Trading Window Restrictions

In accordance with SEBI regulations on insider trading prevention, Mphasis has implemented mandatory trading restrictions for company securities. The trading window closure affects all stakeholders who may have access to unpublished price-sensitive information.

Investor Engagement Initiative

Mphasis has scheduled a dedicated earnings conference call to discuss the financial results with the investment community. This initiative demonstrates the company's commitment to transparent communication with stakeholders.

Regulatory Compliance and Documentation

The board meeting notification has been issued pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The communication was signed by Mayank Verma, Senior Vice President and Company Secretary (Membership No.: ACS 18776), ensuring proper corporate governance protocols are followed. All relevant information has been made available on the company's official website at www.mphasis.com for stakeholder reference.