53 of India’s Top 100 Listed Companies Fail to Disclose Whistleblower Complaints in FY26

More than half of India’s 100 largest listed companies did not disclose information about whistleblower complaints in their FY26 annual reports, raising concerns about transparency and the effectiveness of corporate governance mechanisms. A survey found that 53 companies provided no details about such complaints, while another 19 reported receiving zero complaints during the financial year.

The findings come from the seventh edition of the Annual Corporate Governance Survey of Nifty 100 companies, conducted by Excellence Enablers Pvt Ltd, a corporate governance advisory firm founded by former SEBI Chairman M Damodaran. The survey also identified an increase in unresolved complaints, shortcomings in independent director oversight and gaps in succession planning, highlighting differences between formal governance policies and their implementation.

1,129 Whistleblower Complaints Reported in FY26

The survey recorded 1,129 whistleblower complaints across the companies covered in FY26. Of these, 13.37% remained unresolved at the end of the financial year, compared with 7.76% in FY25.

The number of reported complaints has increased significantly over the past four years.

Financial year	Whistleblower complaints
FY23	303
FY24	494
FY25	1,110
FY26	1,129

The figures indicate a substantial increase in complaints reported by the companies covered in the survey. However, the rise does not necessarily mean that corporate misconduct has increased at the same pace. It could also reflect greater awareness, improved reporting mechanisms or increased willingness among employees to raise concerns.

The growing proportion of unresolved complaints is a separate concern. When allegations remain pending, companies may face difficulties demonstrating that their internal reporting systems are functioning effectively.

Whistleblower mechanisms are designed to allow employees and other stakeholders to report suspected financial irregularities, fraud, misconduct and violations of company policies. Their effectiveness depends on confidentiality, protection against retaliation and confidence that complaints will be investigated independently.

53 Companies Did Not Disclose Complaint Details

The survey identified significant gaps in whistleblower reporting among India’s largest listed businesses.

Of the 100 companies examined, 53 did not disclose information relating to whistleblower complaints in their FY26 annual reports. Another 19 reported that they had received no complaints.

The survey cautioned that a zero-complaint figure does not automatically establish that a company has no governance problems. Employees may hesitate to report misconduct if they fear retaliation or do not trust the internal complaint-handling process.

The absence of disclosure also makes it difficult for investors to assess how effectively a company’s internal reporting mechanism is operating.

For shareholders, whistleblower disclosures can provide useful information about the quality of internal controls, management accountability and the company’s approach to identifying potential misconduct.

The findings do not establish that all 53 companies violated disclosure requirements or concealed wrongdoing. They highlight gaps in the information reported in annual statements and the need for greater transparency around corporate governance practices.

Independent Director Oversight Raises Concerns

The survey also identified weaknesses in the functioning and composition of company boards, particularly concerning independent directors.

Independent directors are expected to provide objective oversight of management, protect shareholder interests and question decisions that may create governance risks.

Under India’s corporate governance framework, independent directors can hold separate meetings without the presence of management to discuss issues involving board performance, governance and other concerns.

However, 40 companies continued to hold only one separate meeting of independent directors annually in each of the four financial years examined.

The timing of these meetings also attracted attention. As many as 32 companies held their only separate meeting of independent directors in March in all four years.

Holding meetings towards the end of the financial year may satisfy a formal requirement, but the survey raised questions about whether directors were using these opportunities for meaningful discussions throughout the year.

The report also identified shortcomings in the number of independent directors appointed by certain companies.

As of March 31, 2026, 17 companies had fewer independent directors than prescribed. These included 12 public sector undertakings (PSUs) and four public sector banks (PSBs). Four PSUs reportedly had no independent directors.

The findings highlight the challenges some companies face in maintaining board independence and meeting governance requirements.

Succession Planning Remains Neglected

Succession planning was another area where the survey identified gaps.

Six companies did not disclose any information about succession planning in their annual reports throughout the four-year period examined.

Succession planning is an important responsibility of corporate boards because it prepares businesses for unexpected departures of senior executives and key managerial personnel.

Without a clear succession strategy, companies may struggle to manage leadership transitions, maintain operational continuity and reassure investors.

The issue is particularly relevant for businesses that depend heavily on a small group of senior executives or promoter-led management teams.

The survey’s findings suggest that succession planning needs greater attention in corporate governance disclosures, rather than being treated as an internal administrative exercise.

Shareholder Voting Exposes Governance Concerns

The survey also examined shareholder voting patterns to understand how investors responded to important company resolutions during FY26.

Companies put forward 1,208 resolutions for shareholder approval during the year. Six failed to secure the required support.

The rejected proposals included:

• Three resolutions concerning the appointment of independent directors.
• One proposal relating to the reappointment of a managing director.
• One employee benefit scheme.
• One proposal to alter the Articles of Association.

The report also identified six independent directors appointed during FY26 who received less than 80% of shareholder votes in favour, although they secured the statutory level of approval.

The survey suggested that such voting patterns should encourage boards to examine whether shareholders have concerns about a nominee’s independence, qualifications or suitability.

For companies, shareholder voting is an important governance signal. Even when a resolution receives the legally required approval, a relatively low level of support may indicate reservations among investors.

Board Composition and Audit Committees Under Scrutiny

The survey identified further shortcomings in board composition.

Eight companies, including six public sector undertakings, had non-compliant board compositions in all four financial years examined.

One non-PSU company also continued to have a non-compliant audit committee throughout the same period.

Audit committees play an important role in overseeing financial reporting, internal controls, audit processes and risk management. Weaknesses in their composition can affect the quality of independent oversight.

The findings suggest that the presence of board committees and formal governance policies does not necessarily translate into effective supervision.

Only 46 Companies Conducted Insider-Trading Awareness Programmes

The survey also found that only 46 companies conducted awareness programmes on insider trading during FY26.

Such programmes are intended to educate employees and other relevant individuals about restrictions on trading in securities using unpublished price-sensitive information.

Regular awareness and training can help employees understand their responsibilities and reduce the risk of accidental or deliberate violations.

The limited number of companies conducting these programmes raises questions about how consistently listed businesses are investing in employee awareness and compliance education.

The survey also recommended greater shareholder participation in annual general meetings. It observed that the increasing use of virtual AGMs has reduced direct interaction between shareholders, directors and senior management.

A hybrid meeting model, combining online and in-person participation, could help improve engagement and give shareholders more opportunities to question company leadership.

The Bigger Picture

The findings highlight a broader corporate governance challenge for India’s listed companies: the difference between having formal compliance systems and ensuring that those systems work effectively.

Whistleblower channels, independent directors, audit committees and succession plans are intended to protect shareholders and strengthen accountability. However, their effectiveness depends on whether employees trust reporting mechanisms, directors challenge management and companies investigate complaints in a timely manner.

For investors, governance disclosures are important because financial performance alone does not reveal every risk within a business. Weak internal controls or ineffective board oversight can create reputational, operational and financial problems that may eventually affect shareholder value.

The survey also highlights the importance of transparency. Companies that provide meaningful information about complaints, investigations and governance practices allow investors to assess risks more effectively.

Looking Ahead

The findings are likely to increase attention on how India’s leading listed companies manage whistleblower complaints and fulfil their board oversight responsibilities. Businesses may need to improve the quality of annual-report disclosures, strengthen confidentiality protections and establish clearer processes for investigating complaints. Independent directors and audit committees will also face expectations to demonstrate more meaningful oversight rather than focusing only on formal compliance.

For investors, the key issue will be whether companies translate governance policies into measurable accountability. The increase in unresolved complaints, gaps in independent director appointments and weaknesses in succession planning suggest that corporate governance needs continued attention. As India’s equity market expands, transparency and effective internal controls will remain important factors in building investor confidence.