Board Comments on Fine Levied by the Exchange

Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 July 24, 2026 The Manager, Listing The Manager, Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, G-Block, Bandra-Kurla Complex, Mumbai - 400 001 Mumbai – 400 051 Scrip Code: 526299 Scrip Symbol: MPHASIS Dear Sir / Madam, Sub: Board comments on alleged non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Ref: E-mail dated May 27, 2026, received from the Stock Exchanges. In reference to the notices received from BSE Limited and National Stock Exchange of India Limited dated May 27, 2026, regarding the alleged non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) for quarter ended March 31, 2026, covering the period from January 1, 2026 to January 6, 2026, the matter was placed before the Board of Directors at its meeting held on July 23, 2026. The Board noted that similar notices from the Stock Exchanges imposing fine for the quarter ended December 31, 2025, covering the period from December 11, 2025, to December 31, 2025, was received by the Company on February 27, 2026. The Company submitted a waiver application to the Stock Exchanges on March 13, 2026, to consider the waiver of the fine for the period from December 11, 2025, to December 31, 2025, and additionally for the period from January 1, 2026, to January 6, 2026, the outcome of which is awaited. The said notices were placed before the Board of Directors at its meeting held on March 27, 2026, and the comments of the Board were filed with the Stock Exchanges on March 28, 2026. The Board reiterated that the appointment of the Chairperson required careful consideration given the importance of the role. As no Board meeting was convened during the said period, governance operations remained unaffected and functioning of the Board was not impaired. The Board further emphasized that the Company remained compliant with Regulation 17 of the SEBI Listing Regulations, and that the temporary transition in appointing a regular Non-Executive Chairperson should not necessitate the induction of additional Independent Director(s). The above information will also be available on the website of the Company at www.mphasis.com. We request you to kindly take the above intimation on record. Yours faithfully, For Mphasis Limited Mayank Verma Senior Vice President and Company Secretary Membership No.: ACS 18776 Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 From: bse.soplodr Cc: bse.soplodr Subject: [External] 526299-Fines as per 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 (Chapter VII (A)-Penal Action for Non-Compliance) Date: 27 May 2026 16:59:54 Exercise caution – External Mail. Ref.: SOP-Review letter The Company Secretary/Compliance Officer Company Name: Mphasis Ltd Scrip Code: 526299 Dear Sir/Madam, Sub: Fines as per 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 (Chapter VII (A)-Penal Action for Non-Compliance). The company is advised to refer to the 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 issued by Securities and Exchange Board of India (SEBI) with respect to penal actions prescribed for non-compliance of certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities of listed entities. The Exchange had also issued a guidance note regarding the provisions of the said SEBI circular which is disseminated on the Exchange website at the following link: https://www.bseindia.com/downloads1/Guidance Note for SEBI SOP Circular.pdf In this regard it is observed that the company is non-compliant/late compliant with the following Regulations for the period mentioned below: Applicable Fine Fines levied for quarter Fine payable by the company as on May 27,2026 Regulation of prescribed ended (inclusive of GST @ 18 %) SEBI (LODR) Basic Fine GST @ 18 % Total Fine payable Regulations, 2015 Regulation Rs. 5,000 per Mar--26 30000 5400 35400 17(1) day Non- compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director Regulation Rs. 2,000 per Mar-26 0 0 0 17(1A) day Non- compliance with the requirements pertaining to appointment or continuation of Non-executive director who has attained the age of seventy- five years Regulation Rs. 10,000 Mar-26 0 0 0 17(2) per instance Non- compliance with the requirements pertaining to the number of Board meetings Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 Regulation Rs. 10,000 Mar-26 0 0 0 17(2A) per instance Non- compliance with the requirements pertaining to quorum of Board meetings. Regulation Rs. 2,000 per Mar-26 0 0 0 18(1) day Non- compliance with the constitution of audit committee Regulation Rs. 2,000 per Mar-26 0 0 0 19(1)/ 19(2) day Non- compliance with the constitution of nomination and remuneration committee Regulation Rs. 2,000/- Mar-26 0 0 0 20(2)/(2A) per day Non- compliance with the constitution of stakeholder relationship committee Regulation Rs. 2,000/- Mar-26 0 0 0 21(2) per day Non- compliance with the constitution of risk management committee Regulation Rs. 2,000/- Mar-26 0 0 0 27(2) per day Non- submission of - the Corporate governance compliance report within the period provided under this regulation Total 30000 5400 35400 The Company is therefore advised to note that as per the provisions of this circular: · The company is required to ensure compliance with above regulation and ensure to pay the aforesaid fines including GST within 15 days from the date of this letter/email, failing which Exchange shall, pursuant to the provisions of the aforesaid circular, initiate action related to freezing of the entire shareholding of the promoter in this entity as well as all other securities held in the demat account of the promoter. · Further in the event of this being the second consecutive quarter of non-compliance for the Regulation 17(1), 18(1), 27(2) would result in the company being transferred to Z group and liable for suspension of trading of its equity shares. Docusign Envelope ID: A5A80F42-4354-848C-8004-35D98DF04AB2 · The company is also advised to ensure that the subject matter of non-compliance which has been identified and indicated by the Exchange and any subsequent action taken by the Exchange in this regard shall be placed before the Board of Directors of the company in its next meeting. Comments made by the board shall be duly informed to the Exchange for dissemination. For the Companies to whom Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable, a certificate from the Company Secretary/Compliance Officer of the company, certifying that Paid up equity capital was not exceeding Rs.10 Crores and Net worth was not exceeding Rs.25 Crores as on the last day of the previous three consecutive financial year is required to be submitted to the Exchange. Companies are required to mention the exact paid up equity capital and net worth figures in this certificate. Provided that where the provisions of the regulations specified in the regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity. Provided further that [Showing first 8,000 characters — download PDF for full document]