MphasiS logo

MphasiS CEO, MD, chairman, board of directors and AGM

NSE: MPHASISBSE: 526299IT - SoftwareMid Cap

Formerly Mphasis BFL
Last close ₹2,480.00down ₹19.50 (0.78%)BSE ₹2,494.90

Share price at the NSE close on 23 Oct 2026. Previous close ₹2,499.50.

52-week range of traded prices to 23 Oct 2026
₹2,013.00Low, 30 Mar 2026₹2,975.00High, 3 Feb 2026
Market cap
₹47,356 Cr206th largest listed
P/E
24.8
P/B
4.4
Dividend yield
2.50%
ROE
18.8%
ROCE
19.9%
Debt to equity
0.17
Volume, NSE
10,86,48949.9% delivered

MphasiS board of directors

At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • Managing director and CEONitin Rakesh
  • ChairpersonGirish Srikrishna Paranjpe
  • Company Secretary and Compliance OfficerMayank Verma

11 directors4 independent1 executive6 non-executive

  • Nitin Rakesh · Managing director and CEOExecutive · joined Jan 2017 · reappointed Oct 2021 · 1 listed board · 1 committee seat
  • Maureen Anne ErasmusIndependent · joined Dec 2021 · reappointed Dec 2021 · 54 months as independent · 1 listed board · 1 as independent · 1 committee seat, 1 as chair
  • Sunil Kumar GulatiIndependent · joined Apr 2024 · reappointed Apr 2024 · 27 months as independent · 1 listed board · 1 as independent · 1 committee seat, 1 as chair
  • Girish Srikrishna Paranjpe · ChairpersonIndependent · joined Oct 2024 · reappointed Oct 2024 · 21 months as independent · 4 listed boards · 4 as independent · 6 committee seats, 3 as chair
  • Punit SoodIndependent · joined Dec 2025 · reappointed Dec 2025 · 6 months as independent · 2 listed boards · 2 as independent · 3 committee seats
  • David Lawrence JohnsonNon-executive · joined Sep 2016 · reappointed Jul 2024 · 1 listed board
  • Marshall Jan LuxNon-executive · joined Aug 2018 · reappointed Jul 2025 · 1 listed board
  • Amit DixitNon-executive · joined Sep 2016 · reappointed Jul 2025 · 3 listed boards
  • Amit DalmiaNon-executive · joined Sep 2016 · reappointed Jul 2025 · 2 listed boards · 5 committee seats, 1 as chair
  • Kabir MathurNon-executive · joined Dec 2021 · reappointed Jul 2023 · 1 listed board · 1 committee seat
  • Pankaj SoodNon-executive · joined Dec 2021 · reappointed Jul 2024 · 3 listed boards · 1 committee seat

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

2 directors who left
  • Courtney Karlan della Cava, left 27 Feb 2026: Others
  • Jan Kathleen Hier, left 10 Dec 2025: Tenure Completion

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 29 Apr 202611 of 11 present4 independent · 32 days in between
    • 27 Mar 202611 of 11 present4 independent · 63 days in between
    • 22 Jan 202612 of 12 present4 independent

  • Audit Committee

    Chair Maureen Anne Erasmus

    Girish Srikrishna Paranjpe, Amit Dalmia, Punit Sood

    • 28 Apr 20264 of 4 present3 independent · 96 days in between
    • 21 Jan 20264 of 4 present3 independent

  • Nomination and remuneration committee

    Chair Sunil Kumar Gulati

    Amit Dixit, Girish Srikrishna Paranjpe

    • 29 Apr 20263 of 3 present2 independent · 96 days in between
    • 22 Jan 20263 of 3 present2 independent

  • Stakeholders Relationship Committee

    Chair Sunil Kumar Gulati

    Nitin Rakesh, Amit Dalmia

    • 21 Jan 20263 of 3 present1 independent

  • Risk Management Committee

    Chair Marshall Jan Lux

    Maureen Anne Erasmus, Nitin Rakesh, David Lawrence Johnson, Kabir Mathur, Aravind Viswanathan, Eric Winston

    • 29 Apr 20265 of 5 present1 independent · 96 days in between
    • 22 Jan 20265 of 5 present1 independent · no day in between

  • Corporate Social Responsibility Committee

    Chair Girish Srikrishna Paranjpe

    Sunil Kumar Gulati, Amit Dalmia, Nitin Rakesh

    • 28 Apr 20264 of 4 present2 independent

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Jun 2026.

  • B S R & Co. LLPPeer-review certificate valid to Jul 2028

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

MphasiS AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.MphasiS dividend history

Annual general meeting, 23 Jul 2026

1,34,245 shareholders on the register on 16 Jul 2026; present: 1 promoter and 49 others; votes counted by SP NAGARAJAN / NA.The company's voting result (opens in a new tab)

  1. Adoption of audited standalone and consolidated Financial Statements for the year ended 31 March 2026 and the reports of the Board and Auditors’ thereon.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 90.64% · promoters 100.00% · institutions 91.68% · other public 10.04%

  2. Declaration of final dividend of ₹ 62/- per equity share of face value of ₹ 10/- each for the financial year ended 31 March 2026.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.05%

    Turnout: all 90.70% · promoters 100.00% · institutions 91.78% · other public 10.04%

  3. Appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director, who retires by rotation and being eligible seeks re-appointment.
    Ordinary
    96.73% for3.27% against

    Against: promoters 0.00% · institutions 4.97% · other public 0.07%

    Turnout: all 90.66% · promoters 100.00% · institutions 91.72% · other public 10.04%

  4. Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director, who retires by rotation and being eligible seeks re-appointment.
    Ordinary
    96.72% for3.28% against

    Against: promoters 0.00% · institutions 4.99% · other public 0.07%

    Turnout: all 90.66% · promoters 100.00% · institutions 91.72% · other public 10.04%

  5. Re-appointment of Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director of the Company for a term of 5 years w.e.f. December 20, 2026.
    Special
    97.39% for2.61% against

    Against: promoters 0.00% · institutions 3.97% · other public 0.11%

    Turnout: all 90.66% · promoters 100.00% · institutions 91.72% · other public 10.04%

  6. Re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as the Chief Executive Officer and Managing Director of the Company for a term of 5 years w.e.f. October 01, 2026.
    Special
    94.10% for5.90% against

    Against: promoters 0.00% · institutions 8.94% · other public 0.11%

    Turnout: all 90.48% · promoters 100.00% · institutions 91.72% · other public 5.93%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 2 Mar 2026, 1 resolution

1,40,611 shareholders on the register on 23 Jan 2026; votes counted by SP NAGARAJAN / NA.The company's voting result (opens in a new tab)

  1. APPOINTMENT OF MR. PUNIT SOOD (DIN: 00033799) AS AN INDEPENDENT DIRECTOR.
    Special
    99.93% for0.07% against

    Against: promoters 0.00% · institutions 0.11% · other public 1.43%

    Turnout: all 89.15% · promoters 100.00% · institutions 89.74% · other public 1.36%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 24 Jul 2025, 6 resolutions

1,52,027 shareholders on the register on 17 Jul 2025; present: 1 promoter and 62 others; votes counted by SP NAGARAJAN / NA.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the standalone and consolidated financial statements of the Company for the year ended 31 March 2025 and the reports of the Board of Directors and Auditors’ thereon.
    Ordinary
    99.98% for0.02% against

    Against: promoters 0.00% · institutions 0.03% · other public 0.02%

    Turnout: all 90.08% · promoters 100.00% · institutions 89.31% · other public 8.42%

  2. To declare a final dividend of Rs. 57/- per equity share of face value of Rs. 10/- each for the Financial Year ended 31 March 2025.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.01%

    Turnout: all 90.12% · promoters 100.00% · institutions 89.38% · other public 8.42%

  3. To appoint a director in place of Mr. Amit Dalmia (DIN:05313886) who retires by rotation and being eligible, offers himself for re-appointment.
    Ordinary
    97.36% for2.64% against

    Against: promoters 0.00% · institutions 4.79% · other public 0.07%

    Turnout: all 90.12% · promoters 100.00% · institutions 89.37% · other public 8.42%

  4. To appoint a director in place of Mr. Amit Dixit (DIN:01798942) who retires by rotation and being eligible, offers himself for re-appointment.
    Ordinary
    97.80% for2.20% against

    Against: promoters 0.00% · institutions 3.98% · other public 0.06%

    Turnout: all 90.12% · promoters 100.00% · institutions 89.37% · other public 8.42%

  5. To appoint a director in place of Mr. Marshall Jan Lux (DIN:08178748) who retires by rotation and being eligible, offers himself for re-appointment.
    Ordinary
    99.28% for0.72% against

    Against: promoters 0.00% · institutions 1.31% · other public 0.08%

    Turnout: all 90.12% · promoters 100.00% · institutions 89.37% · other public 8.42%

  6. To appoint Secretarial Auditor of the Company and to fix remuneration.
    Ordinary
    99.82% for0.18% against

    Against: promoters 0.00% · institutions 0.33% · other public 0.04%

    Turnout: all 90.11% · promoters 100.00% · institutions 89.37% · other public 8.42%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 19 Sep 2024, 1 resolution

The company's voting result (opens in a new tab)

  1. Appointment of Mr. Girish S Paranjpe (DIN: 02172725) as an Independent Director of the Company for a period of five consecutive years with effect from 1 October 2024.
    Special
    99.37% for0.63% against

    Against: promoters 0.00% · institutions 1.16% · other public 1.44%

    Turnout: all 89.42% · promoters 100.00% · institutions 89.12% · other public 1.62%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 25 Jul 2024, 7 resolutions

Present: 1 promoter and 89 others.The company's voting result (opens in a new tab)

  1. Adoption of Consolidated and Standalone Financial Statements as at 31 March 2024
    Ordinary
    99.98% for0.02% against

    Against: promoters 0.00% · institutions 0.04% · other public 0.04%

    Turnout: all 88.55% · promoters 100.00% · institutions 87.69% · other public 6.09%

  2. Approval of final dividend on equity shares
    Ordinary
    99.96% for0.04% against

    Against: promoters 0.00% · institutions 0.08% · other public 0.01%

    Turnout: all 88.60% · promoters 100.00% · institutions 87.78% · other public 6.08%

  3. Re-appointment of Ms. Courtney della Cava (DIN:09380419) as a Director who retires by rotation
    Ordinary
    93.94% for6.06% against

    Against: promoters 0.00% · institutions 11.20% · other public 0.11%

    Turnout: all 88.58% · promoters 100.00% · institutions 87.74% · other public 6.09%

  4. Re-appointment of Mr. Pankaj Sood (DIN:05185378) as a Director who retires by rotation
    Ordinary
    90.80% for9.20% against

    Against: promoters 0.00% · institutions 17.00% · other public 0.12%

    Turnout: all 88.58% · promoters 100.00% · institutions 87.74% · other public 6.08%

  5. Re-appointment of Mr. David Lawrence Johnson (DIN:07593637) as a Director who retires by rotation
    Ordinary
    91.72% for8.28% against

    Against: promoters 0.00% · institutions 15.30% · other public 0.12%

    Turnout: all 88.58% · promoters 100.00% · institutions 87.74% · other public 6.08%

  6. Approval for cashless facility under Mphasis Employee Stock Option Plan 2016 (ESOP 2016)
    Special
    96.62% for3.38% against

    Against: promoters 0.00% · institutions 6.24% · other public 0.15%

    Turnout: all 88.58% · promoters 100.00% · institutions 87.74% · other public 6.08%

  7. Approval for extension of cashless facility under Mphasis Employee Stock Option Plan 2016 (ESOP 2016) to the employees of subsidiary companies
    Special
    95.98% for4.02% against

    Against: promoters 0.00% · institutions 7.97% · other public 0.16%

    Turnout: all 81.96% · promoters 100.00% · institutions 75.62% · other public 6.08%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Postal ballot, 8 May 2024, 1 resolution

The company's voting result (opens in a new tab)

  1. Appointment of Mr. Sunil Gulati (DIN: 10473127) as an Independent Director of the Company for a period of five consecutive years with effect from 1 April 2024.
    Special
    98.85% for1.15% against

    Against: promoters 0.00% · institutions 2.96% · other public 1.69%

    Turnout: all 90.62% · promoters 100.00% · institutions 88.75% · other public 1.04%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 20 Jul 2023, 6 resolutions

Present: 1 promoter and 58 others.The company's voting result (opens in a new tab)

  1. Adoption of Consolidated and Standalone Financial Statements as at 31 March 2023
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.08%

    Turnout: all 89.60% · promoters 100.00% · institutions 88.29% · other public 2.06%

  2. Approval of final dividend on equity shares
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.03%

    Turnout: all 89.66% · promoters 100.00% · institutions 88.44% · other public 2.05%

  3. Re-appointment of Mr. Amit Dixit (DIN: 01798942) who retires by rotation
    Ordinary
    88.89% for11.11% against

    Against: promoters 0.00% · institutions 29.31% · other public 3.59%

    Turnout: all 89.66% · promoters 100.00% · institutions 88.44% · other public 2.05%

  4. Re-appointment of Mr. Marshall Jan Lux (DIN: 08178748) who retires by rotation
    Ordinary
    92.24% for7.76% against

    Against: promoters 0.00% · institutions 20.50% · other public 0.14%

    Turnout: all 89.66% · promoters 100.00% · institutions 88.44% · other public 2.05%

  5. Re-appointment of Mr. Kabir Mathur (DIN: 08635072) who retires by rotation
    Ordinary
    92.65% for7.35% against

    Against: promoters 0.00% · institutions 19.39% · other public 3.63%

    Turnout: all 89.66% · promoters 100.00% · institutions 88.44% · other public 2.05%

  6. Re-appointment of Statutory Auditors of the Company
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.15%

    Turnout: all 89.66% · promoters 100.00% · institutions 88.44% · other public 2.05%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 21 Jul 2022, 8 resolutions

Present: 1 promoter and 46 others.The company's voting result (opens in a new tab)

  1. Adoption of Consolidated and Standalone Financial Statements as at 31 March 2022.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.15%

    Turnout: all 89.27% · promoters 100.00% · institutions 85.58% · other public 4.02%

  2. Approval of final dividend on Equity shares.
    Ordinary
    100.00% for0.00% against

    Against: promoters 0.00% · institutions 0.00% · other public 0.15%

    Turnout: all 89.42% · promoters 100.00% · institutions 85.97% · other public 4.02%

  3. Re-appointment of Mr. Amit Dalmia (DIN: 05313886) who retires by rotation.
    Ordinary
    89.23% for10.77% against

    Against: promoters 0.00% · institutions 28.75% · other public 2.24%

    Turnout: all 89.42% · promoters 100.00% · institutions 85.97% · other public 4.02%

  4. Re-appointment of Mr. David Lawrence Johnson (DIN: 07593637) who retires by rotation.
    Ordinary
    88.18% for11.82% against

    Against: promoters 0.00% · institutions 31.55% · other public 0.24%

    Turnout: all 89.42% · promoters 100.00% · institutions 85.97% · other public 4.02%

  5. Appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director.
    Ordinary
    90.47% for9.53% against

    Against: promoters 0.00% · institutions 25.51% · other public 2.22%

    Turnout: all 89.28% · promoters 100.00% · institutions 85.61% · other public 4.02%

  6. Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director.
    Ordinary
    90.47% for9.53% against

    Against: promoters 0.00% · institutions 25.51% · other public 2.22%

    Turnout: all 89.28% · promoters 100.00% · institutions 85.61% · other public 4.02%

  7. Appointment of Ms. Courtney della Cava (DIN: 09380419) as a Director.
    Ordinary
    90.50% for9.50% against

    Against: promoters 0.00% · institutions 25.43% · other public 0.16%

    Turnout: all 89.28% · promoters 100.00% · institutions 85.61% · other public 4.02%

  8. Appointment of Ms. Maureen Anne Erasmus (DIN : 09419036) as an Independent Director.
    Special
    99.62% for0.38% against

    Against: promoters 0.00% · institutions 1.01% · other public 0.20%

    Turnout: all 89.40% · promoters 100.00% · institutions 85.91% · other public 4.02%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 23 Jul 2026, 14 fund houses so far (houses' deadline to file 15 Oct 2026)

  • Adoption of audited standalone and consolidated Financial Statements for the year ended 31 March 2026 and the reports of the Board and Auditors’ thereon.
    14 for0 against
  • Declaration of final dividend of ₹ 62/- per equity share of face value of ₹ 10/- each for the financial year ended 31 March 2026.
    14 for0 against
  • Appointment of Mr. Kabir Mathur (DIN: 08635072) as a Director, who retires by rotation and being eligible seeks re-appointment.
    14 for0 against
  • Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Director, who retires by rotation and being eligible seeks re-appointment.
    14 for0 against
  • Re-appointment of Ms. Maureen Anne Erasmus (DIN: 09419036) as an Independent Director of the Company for a term of 5 years w.e.f. December 20, 2026.
    14 for0 against
  • Re-appointment of Mr. Nitin Rakesh (DIN: 00042261) as the Chief Executive Officer and Managing Director of the Company for a term of 5 years w.e.f. October 01, 2026.
    Against Angel One Mutual Fund, Bajaj Finserv Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund
    • Angel One Mutual Fund, LIC Mutual FundGovernance & Transparency Concern: No major concern on the proposed quantum of remuneration per-se; however, No absolute cap on the potential ESOP benefits; No clarity regarding remuneration from subsidiary company.
    • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for the re-appointment of Mr. Nitin Rakesh as the Chief Executive Officer and Managing Director of the company for a further term of five consecutive years commencing from 1st October 2026, along with approval of his remuneration package. Mr. Nitin Rakesh has been associated with the company since 2017 and brings extensive experience of nearly three decades in the technology and financial services sectors. His leadership role and deep industry expertise have contributed to the company’s strategic positioning and growth. His attendance record reflects full participation in board and committee meetings, and his time commitments remain within permissible limits, indicating no concern regarding his ability to discharge his responsibilities. The proposed remuneration structure includes fixed salary, performance-based bonus, and participation in employee stock option and restricted stock unit plans. The fixed and variable components appear broadly aligned with the size and scale of operations, and when adjusted for purchasing power parity, the cash compensation appears reasonable relative to industry benchmarks. Peer comparison also indicates that overall remuneration levels are not disproportionate considering the inclusion of stock-based incentives. However, there are notable governance and transparency concerns in relation to the proposed remuneration. The company has not specified any absolute cap on ESOP or RSU benefits that may be granted in the future, which creates uncertainty around the potential total compensation. Given that a significant portion of historical remuneration has been derived from stock options, the absence of a defined limit prevents shareholders from adequately assessing the possible economic benefits accruing to the executive. Additionally, there is insufficient disclosure regarding remuneration received from the wholly owned foreign subsidiary, including clarity on whether such payments will continue and the components thereof. This lack of transparency restricts a complete understanding of the total compensation structure. It is also observed that the board retains broad discretion to revise remuneration terms within statutory limits, which reduces the effectiveness of shareholder oversight. Furthermore, the company has not provided adequate justification for seeking approval through a special resolution in this case, which would typically warrant a higher threshold of shareholder consent. While there is no concern regarding the individual’s capability or performance, the issues relating to lack of disclosure and absence of caps on stock-based compensation raise material governance and transparency concerns that impact shareholder's ability to make a fully informed decision. With governance and transparency concerns identified, we are voting against the resolution.
    • DSP Mutual Fund, Jio BlackRock Mutual FundNitin Rakesh, 54, is CEO and Managing Director of the company since 21 October 2017. He receives remuneration from Mphasis Corporation, a wholly owned foreign subsidiary, pursuant to his secondment to the subsidiary. Based on disclosures, we believe that FY26 remuneration to be Rs. 437.8 mn which includes stated remuneration of Rs. 160.8 mn as per the annual report and Rs. 277.0 mn which represents apportioned cost of stock options and stock units granted to him in FY22. Based on his proposed terms, we estimate his FY27 remuneration at Rs. 536.0 mn, which is higher than peers and not commensurate with the size and scale of the company. Further, there are no disclosures on grants he may receive during his proposed term; therefore, the actual payout can be even higher. His bonus/ variable pay component is also to be determined by the Nomination & Remuneration Committee; therefore, the actual payout may even exceed the target bonus cap. The company must disclose the detailed performance metrics that determine his bonus and vesting of stock options. While we support his reappointment, we do not support his enabling remuneration terms, without an overall cap. We do not support the resolution.
    • Edelweiss Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merits of proposed Director. Governance & Transparency Concern: No major concern on the proposed quantum of remuneration per-se; however, No absolute cap on the potential ESOP benefits; No clarity regarding remuneration from subsidiary company.
    6 for8 against

Mutual fund votes, meeting of 2 Mar 2026, 39 fund houses

  • APPOINTMENT OF MR. PUNIT SOOD (DIN: 00033799) AS AN INDEPENDENT DIRECTOR.
    39 for0 against
6 earlier meetings

Mutual fund votes, meeting of 24 Jul 2025, 29 fund houses

  • To receive, consider and adopt the standalone and consolidated financial statements of the Company for the year ended 31 March 2025 and the reports of the Board of Directors and Auditors’ thereon.
    29 for0 against
  • To declare a final dividend of Rs. 57/- per equity share of face value of Rs. 10/- each for the Financial Year ended 31 March 2025.
    29 for0 against
  • To appoint a director in place of Mr. Amit Dalmia (DIN:05313886) who retires by rotation and being eligible, offers himself for re-appointment.
    29 for0 against
  • To appoint a director in place of Mr. Amit Dixit (DIN:01798942) who retires by rotation and being eligible, offers himself for re-appointment.
    29 for0 against
  • To appoint a director in place of Mr. Marshall Jan Lux (DIN:08178748) who retires by rotation and being eligible, offers himself for re-appointment.
    29 for0 against
  • To appoint Secretarial Auditor of the Company and to fix remuneration.
    29 for0 against

Mutual fund votes, meeting of 19 Sep 2024, 29 fund houses

  • Appointment of Mr. Girish S Paranjpe (DIN: 02172725) as an Independent Director of the Company for a period of five consecutive years with effect from 1 October 2024.
    Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, PGIM India Mutual Fund
    • Bajaj Finserv Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundAppointment compliant with law. Governance Concern: Directorship at a Company which is engaged in similar operations.
    26 for3 against

Mutual fund votes, meeting of 5 Aug 2024, 1 fund house

  • 1. Appointment of Mr. Sunil Gulati (DIN: 10473127) as an Independent Director of the Company for a period of five consecutive years with effect from 1 April 2024.
    1 for0 against

Mutual fund votes, meeting of 25 Jul 2024, 28 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of Consolidated and Standalone Financial Statements as at 31 March 2024
    27 for0 against
  • Approval of final dividend on equity shares
    27 for0 against
  • Re-appointment of Ms. Courtney della Cava (DIN:09380419) as a Director who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and Courtney Karlan della Cava is a non-independent director nominee.
    • HSBC Mutual FundWe have concerns about insufficient independence on the board.
    25 for2 against
  • Re-appointment of Mr. Pankaj Sood (DIN:05185378) as a Director who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because: * Pankaj Sood has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. * The board is chaired by a non-executive director and the board is not at least one-third independent and he is a non-independent director nominee.
    • HSBC Mutual FundWe have concerns about insufficient independence on the board. We have concerns about the director's attendance at board meetings.
    25 for2 against
  • Re-appointment of Mr. David Lawrence Johnson (DIN:07593637) as a Director who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and David Lawrence Johnson is a non-independent director nominee.
    • HSBC Mutual FundWe have concerns about insufficient independence on the board.
    26 for2 against
  • Approval for cashless facility under Mphasis Employee Stock Option Plan 2016 (ESOP 2016)
    24 for0 against
  • Approval for extension of cashless facility under Mphasis Employee Stock Option Plan 2016 (ESOP 2016) to the employees of subsidiary companies
    27 for0 against
8 proposals not matched to one resolution
  • Item 1, as a fund house numbered it
    1 for0 against
  • Item 2, as a fund house numbered it
    1 for0 against
  • Item 3, as a fund house numbered it
    1 for0 against
  • Item 4, as a fund house numbered it
    1 for0 against
  • Item 6, as a fund house numbered it
    1 for0 against
  • Item 7, as a fund house numbered it
    1 for0 against
  • Approval of Mphasis Employee Stock Option Plan 2016 for Mphasis Employees Equity Reward Trust.
    1 for0 against
  • Approve Provisions of Money to the ESOP Trust by the Company for Purchase its Own Shares for ESOP
    2 for0 against

Mutual fund votes, meeting of 8 May 2024, 29 fund houses

  • Appointment of Mr. Sunil Gulati (DIN: 10473127) as an Independent Director of the Company for a period of five consecutive years with effect from 1 April 2024.
    29 for0 against

Mutual fund votes, meeting of 20 Jul 2023, 22 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

  • Adoption of Consolidated and Standalone Financial Statements as at 31 March 2023
    19 for0 against
  • Approval of final dividend on equity shares
    21 for0 against
  • Re-appointment of Mr. Amit Dixit (DIN: 01798942) who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund, SBI Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST this nominee is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and Amit Dixit is non-independent director nominee.
    • HSBC Mutual FundA vote AGAINST these nominees is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and Amit Dixit (Item 3), Marshall Jan Lux (Item 4) and Kabir Mathur (Item 5) are non-independent director nominees.
    • SBI Mutual FundAmit Dixit, 50, Senior Managing Director and Co-Head of Private Equity at Blackstone India is the representative of the promoter on the board. He has been on the board since September 2016 and retires by rotation. During FY23, he attended all board meetings. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 50% independent both in number and spirit irrespective the chairman of the board being an independent director, and this is in line with the Kotak committee recommendations. Further, we observe that there are 12 Board of Directors (BODs), out of which 4 are classified as independent directors. Hence, the effective independence is assessed at 33%, which is why we are unable to support the resolution.
    18 for3 against
  • Re-appointment of Mr. Marshall Jan Lux (DIN: 08178748) who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST this nominee is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and Marshall Jan Lux is non-independent director nominee.
    • HSBC Mutual FundWe have concerns about insufficient independence on the board.
    20 for2 against
  • Re-appointment of Mr. Kabir Mathur (DIN: 08635072) who retires by rotation
    Against Franklin Templeton Mutual Fund, HSBC Mutual Fund
    • Franklin Templeton Mutual FundA vote AGAINST this nominee is warranted because the board is chaired by a non-executive director and the board is not at least one-third independent and Kabir Mathur is non-independent director nominee.
    • HSBC Mutual FundWe have concerns about insufficient independence on the board.
    19 for2 against
  • Re-appointment of Statutory Auditors of the Company
    20 for0 against
6 proposals not matched to one resolution
  • Item 1, as a fund house numbered it
    1 for0 against
  • Item 2, as a fund house numbered it
    1 for0 against
  • Item 3, as a fund house numbered it
    1 for0 against
  • Item 5, as a fund house numbered it
    1 for0 against
  • Accept Financial Statements and Statutory Reports
    2 for0 against
  • Approve B S R & Co. LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration
    2 for0 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Fines, tax disputes and stakes in unlisted companies

Reported in the filing for the quarter to Jun 2026.

  • Unlisted stake boughtTheory and Practice Business Intelligence Inc.Since 21 Apr 2026

    100.00% bought in the quarter; holding 100.00%, from 0.00%

  • Unlisted stake boughtTheory and Practice HoldCo. B.V.Since 21 Apr 2026

    100.00% bought in the quarter; holding 100.00%, from 0.00%

  • Unlisted stake boughtTheory and Practice B.V.Since 21 Apr 2026

    100.00% bought in the quarter; holding 100.00%, from 0.00%

  • Fine or penaltyBSE Limited and National Stock Exchange of India LimitedSince 27 May 2026

    Notice issued by both the stock exchanges imposing a fine of Rs. 30,000 each for non‑compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

    Non-compliance under Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Fine or penaltyThe Joint Commissioner of Commercial Taxes (Appeals-5), Koramangala, BengaluruSince 5 May 2026

    GST JC Appeal order (Form GST APL-04)

    Tax demand confirmed on non- submission of SEZ endorsement.
  • Fine or penaltyThe Joint Commissioner of Commercial Taxes (Appeals-5), Koramangala, BengaluruSince 5 May 2026

    GST JC Appeal order (Form GST APL-04)

    Tax demand confirmed on ITC claimed in GSTR3B but not reflecting in GSTR2A.
  • Fine or penaltyThe Joint Commissioner of Commercial Taxes (Appeals-5), Koramangala, BengaluruSince 5 May 2026

    GST JC Appeal order (Form GST APL-04)

    Tax demand confirmed on ITC claimed in GSTR3B but not reflecting in GSTR2A.
  • Tax disputeOffice of the DCIT, International tax, Circle 1(1), Bangalore Income Tax DepartmentSince 29 Mar 2025
    No further update since the last disclosure.
    At the filing before: Received order under Section Sec 201 and Sec 201(1A)A alongwith Notice of demand of INR 232.37 crore under section 156 of the Income-Tax Act, 1961 for AY 2018-2019 & AY 2019-2020. The order mainly contains demand of TDS on overseas payments to foreign associated Enterprises and interest thereon. The order has created demand on tax deductible at source on payment of subcontracting charges to overseas subsidiaries and Associated Enterprises. The case is pending with Office of the DCIT, International tax, Circle 1(1), Bangalore Income Tax Department. Subsequently, the Company has received a rectification Order under Section 154 of the Income Tax Act, 1961 dated September 26, 2025. Pursuant to this order, the tax demand has been reduced from INR 232.37 crore to INR 108.56 crore , resulting in a net reduction of INR 123.82 crore. The same has been intimated to both the Stock Exchanges on September 27, 2025. Appeal has been filed before CIT(A), Guwahati and matter is sub judice.MoreLess
2 more
  • Tax disputeAssessment Unit, Income Tax DepartmentSince 25 Mar 2026
    The matter is pending before CIT(A)
    At the filing before: Received Assessment Order under Section 143(3) read with Section 144B along with Notice of demand of Rs. 2286.86 crores under Section 156 of the Income-Tax Act, 1961 for AY 2023-24. The Order mainly contains income reported by the Company in its return of income and the details of variations in returned income assessed by the assessing officer. The order has made addition to taxable income on account of allowance claimed by the Company on ESOP expense, subcontractor expenses paid to overseas associated enterprises without deduction of tax at source, etc., and addition to taxable income on account of GST turnover difference vis a vis Audited Financial Statements. The Company will file a rectification petition with respect to errors in the computation sheet. Further, the Company is evaluating options to avail itself of legal remedies and shall file an appropriate appeal against the said assessment order. The same has been intimated to both the Stock Exchanges on March 25, 2026. An Appeal is being prepared for filing before the CIT-A.MoreLess
  • Tax disputeOffice of the DCIT, International tax, Circle 1(1), Bangalore Income Tax DepartmentSince 30 Mar 2026
    The matter is pending before CIT(A)
    At the filing before: Received order under sections 201 and 201(1A) of the Income Tax Act, 1961 along with Notice of demand of INR 151.73 crores under section 156 of the Income Tax Act, 1961 for assessment year 2020-21. The order mainly contains demand of TDS on overseas payments to foreign associated enterprises and interest thereon. The order has created demand on tax deductible at source on payment of subcontracting charges to overseas subsidiaries and associated enterprises. The Company, based on its preliminary assessment, believes that it has a good case on merits and is confident of a favourable outcome at the appellate stage. The same has been intimated to both the Stock Exchanges on March 30, 2026. An Appeal is being prepared for filing before the CIT-A.MoreLess

In the company's own words, from its latest governance filing.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

At most 1 complaint open, quarter to Jun 2026.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
No
The filing has a part on fines and penalties
Yes
The filing has a part on tax disputes
Yes
There was a cyber security incident in the quarter
No

The company's own answers in its filing.