Annual Secretarial Compliance Report for the financial year ended March 31, 2026
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Mphasis Ltd has filed its Annual Secretarial Compliance Report for FY 2025-26, certified by Practicing Company Secretary S.P. Nagarajan. The audit covered compliance with SEBI regulations including LODR, Insider Trading, and Share Based Employee Benefits regulations. One deviation was noted: a Rs 1,23,900 fine was imposed by both BSE and NSE for non-compliance with Regulation 17(1)(b) regarding board composition. This occurred because Ms. Jan Kathleen Hier completed her tenure as Independent Director and Chairperson on December 10, 2025, creating a gap until Punit Sood was appointed as Independent Director on December 11, 2025, and Girish Paranjpe became Chairperson on January 7, 2026. The company has submitted a waiver application to the Stock Exchanges, with response awaited. All other 12 compliance checkpoints including secretarial standards, policies, website disclosures, related party transactions, and insider trading norms showed full compliance.
The minor board composition gap during leadership transition resulted in a small fine. Since the company acted promptly to fill the vacancy and has requested a waiver, this is unlikely to materially impact the stock. The overall compliance posture remains strong with no other violations.