Mphasis Limited shareholders have formally approved a final dividend of ₹62 per equity share and re-appointed Nitin Rakesh as Chief Executive Officer and Managing Director for a term of five years. The resolutions were passed at the company’s 35th Annual General Meeting (AGM) held via video conferencing on July 23, 2026. The voting results, scrutinized by S P Nagarajan, confirm broad investor support for the management’s proposals, including the adoption of audited financial statements for FY26.

The dividend declaration, which applies to equity shares with a face value of ₹10 each, received near-unanimous support. Shareholders cast 17,31,21,419 votes in favor, representing 100% of the valid votes polled, with only 406 votes against. This payout underscores the company’s commitment to returning capital to investors following the closure of the financial year ended March 31, 2026. The record date for determining dividend entitlement was July 16, 2026.

Voting Results and Director Re-appointments

In addition to the dividend, the AGM secured approval for key leadership changes. Nitin Rakesh’s re-appointment as CEO and Managing Director, effective October 01, 2026, was passed as a special resolution with 94.10% support (16,25,21,776 votes in favor). His remuneration structure includes a standard cap of 5% of net profits, extendable to 7% in scenarios involving the exercise of stock options or Restricted Stock Units (RSUs).

Shareholders also re-appointed directors Kabir Mathur and Pankaj Sood, who retire by rotation. Both ordinary resolutions passed with approximately 96.7% support. Furthermore, Independent Director Maureen Anne Erasmus was re-appointed for a five-year term effective December 20, 2026, securing 97.39% approval. All resolutions were conducted in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Proceedings and Compliance

The AGM was chaired by Girish Srikrishna Paranjpe, Independent Director and Chairperson of the Board. Key managerial personnel, including CFO Aravind Viswanathan and Company Secretary Mayank Verma, attended the meeting. The remote e-voting facility was provided by National Securities Depository Limited (NSDL), with the voting window open from July 18 to July 22, 2026. Scrutinizer S P Nagarajan, a practicing Company Secretary, certified that the voting process adhered to Section 108 of the Companies Act, 2013 and Secretarial Standard-2 (SS-2). Statutory Auditors B S R & Co. LLP were also present to address queries regarding the audited standalone and consolidated financial statements for FY26.

Mphasis Limited ( company name ) has been levied a fine of ₹35,400 by the Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE) for alleged non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The penalty addresses a governance gap during the quarter ended March 31, 2026, specifically covering the period from January 1, 2026, to January 6, 2026, when the company did not have a regular Non-Executive Chairperson appointed. This regulatory action highlights ongoing scrutiny over board composition compliance among listed IT services firms.

The fines were imposed under the Standard Operating Procedure for penal actions prescribed in SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026, issued on July 11, 2023, and last updated on January 30, 2026. The notice, dated May 27, 2026, cited a violation rate of ₹5,000 per day for six days of non-compliance, resulting in a basic fine of ₹30,000. With an added Goods and Services Tax (GST) of 18% amounting to ₹5,400, the total payable stands at ₹35,400. The exchanges warned that failure to pay within 15 days could lead to freezing of promoter shareholdings or suspension of trading if consecutive defaults occur under Regulations 17(1), 18(1), or 27(2).

Regulatory Timeline and Waiver Status

This is not an isolated incident for Mphasis. The company previously received similar notices on February 27, 2026, regarding non-compliance for the quarter ended December 31, 2025, covering the period from December 11, 2025, to December 31, 2025. In response to both instances, Mphasis submitted a consolidated waiver application to the stock exchanges on March 13, 2026. The application sought consideration for waiving the fines for both the December 2025 and January 2026 periods. As of the latest filing, the outcome of this waiver request remains awaited.

The Board of Directors reviewed the matter at its meeting held on July 23, 2026. Prior to this, the initial notices were placed before the Board on March 27, 2026, with comments filed with the exchanges on March 28, 2026. The company emphasized that the appointment of a Chairperson required careful deliberation due to the role's significance. During the interim period, no Board meetings were convened, which the company argues prevented any impairment of governance operations.

Board Defense and Compliance Stance

In its submission, the Board reiterated that the temporary transition in leadership did not necessitate the immediate induction of additional Independent Directors. The company maintains that it remained compliant with the broader intent of Regulation 17 of the SEBI Listing Regulations. Mayank Verma, Senior Vice President and Company Secretary, signed the disclosure, noting that the information is available on the company’s website. The regulatory framework requires such non-compliance matters to be placed before the Board, with subsequent comments disseminated to the exchanges via the NEAPS portal.

What the Numbers Show

The financial impact of the fine is negligible relative to Mphasis’s operational scale, but the reputational and procedural implications are material. The pattern of consecutive quarters with board composition gaps—December 2025 and January 2026—suggests a structural transition issue rather than an isolated administrative error. The company’s strategy relies on securing waivers rather than contesting the technical breach, indicating acceptance of the regulatory finding while arguing for leniency based on the lack of operational disruption. Investors should monitor whether the waiver is granted, as repeated defaults could trigger stricter enforcement actions, including trading suspensions, under the SEBI Master Circular.