NSEShareholders meeting29 Sept 2026 · 29 Sept 2026, 07:27 pm
Shareholders meeting
HFCL Limited · HFCL
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HFCL Limited held its 39th Annual General Meeting on September 29, 2026, through video conferencing. The meeting was conducted in compliance with the applicable provisions of the Companies Act, 2013, and the General Circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The proceedings of the meeting were enclosed with the announcement.
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Full Announcement
HFCL Limited has informed the Exchange regarding Proceedings of Annual General Meeting held on September 29, 2026
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HFCL/SEC/26-27
September 29, 2026
BSE Ltd. National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5 Floor, C – 1, Block G
Dalal Street, Bandra – Kurla Complex, Bandra (E),
Mumbai – 400001 Mumbai – 400051
.: 500183 .: HFCL
E-mail: corp.relations@bseindia.com E-mail: takeover@nse.co.in
Security Code No Security Code No
Re: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
Subject: - Proceedings of the 39th Annual General Meeting of the Members of HFCL Limited held on
September 29, 2026.
Dear Sir(s)/ Madam,
('AGM')
th ('VC')
We wish to inform you that the 39 Annual General Meeting of the members of HFCL Limited was
('OAVM')
held today, i.e., Tuesday, September 29, 2026 at 11:00 a.m. (IST) through Video Conferencing / Other
Audio Visual Means . All the business items as set out in the Notice of the AGM dated September 02,
2026, were duly transacted at the AGM.
In compliance with Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations,
read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026,
the Proceedings of the 39 AGM are enclosed herewith.
You are requested to take the above information on records and upload the same on your respective websites.
Thanking you.
For HFCL Limited
Yours faithfully,
(Manoj Baid)
President & Company Secretary
Membership No.: - FCS-5834
Encl.:-
Proceedings of the 39 AGM
Regd. Office: Plot No. 38, Institutional Area, Sector 32, Gurugram-122001, Haryana, Tel: 91-124-4310000, Fax: +91-124-4310050
Corporate Identity Number: L64200HR1987PLC148689
HFCL Limited
PROCEEDINGS OF THE 39TH ANNUAL GENERAL MEETING OF THE MEMBERS OF HFCL LIMITED
Date, Time and Venue of the Meeting:
AGM HFCL Limited Tuesday,
Septemthber 29, 2026 at 11:00 a.m. (IST) VC’
ThOeA V39M' Annual General Meeting (“ ”) of the equity shareholders of was held on
through Video Conferencing (‘ ) / Other Audio Visual Means
(‘ ).
th Act
The 39 AGM was conducted through VC/OAVM, without the physical presence of the members at a common
venue, in due compliance with the applicable provisions of the Companies Act, 2013 (the “ ”), the Rules made
thereunder read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020,
20/2020 dated May 05, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated
December 14, 2021, M2/C2A022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25,
2(“0S2E3B, I0”)9, /2024 dated September 19, 2024 and“ th0e3 /C2i0rc2u5l adrasted September 22, 2025 issued by the Ministry of
C orporate Affairs (“ ”) read with applicable circulars issued by the Securities and Exchange Board of India
(hereinafter collectively referred to as ”)
The deemed venue for the 39 AGM was HFCL’s registered Office located at Plot No. 38, Institutional Area, Sector -
3D2ir, eGcutrourgsr Pamre-s1e2n2t 0: 01, Haryana
(Through VC-Remotely)
1. Mr. Mahendra Nahata, Managing Director and Chairman of the CSR Committee and the Risk Management
Committee.
2. Mr. Ajai Kumar, Independent Director and Chairman of the Audit Committee and the Nomination,
Remuneration & Compensation Committee, and the member of the CSR Committee.
3. Mr. Anil Narendra Shah, Independent Director and the member of the Audit Committee, and the Risk
Management Committee.
4. Ms. Bela Banerjee, Independent Director, member of the Audit Committee, the Stakeholders’ Relationship
Committee and the Nomination, Remuneration & Compensation Committee.
5. Mr. Arvind Kharabanda, Non-Executive Director, and Chairman of the Stakeholders’ Relationship Committee,
member of the Audit Committee, the Nomination, Remuneration & Compensation Committee and the Risk
Management Committee
6. Dr. (Mr.) Ranjeet Mal Kastia, Non-Executive Director and member of the Stakeholders’ Relationship Committee
Othearns d the CSR Committee.
(Th rough VC-Remotely)
1. Mr. Vijay Raj Jain, Chief Financial Officer
2. Mr. Manoj Baid, President & Company Secretary
3. Mr. Sunil Bhansali, Senior Partner of M/s Oswal Sunil & Company, Statutory Auditors
4. Mr. J.S.P. Bansal, Senior Partner of M/s S. Bhandari & Co. LLP, Statutory Auditors
Nu5.mMberr. Boaf lmdeevm Sbinegrhs Kaattsehntwdeadl, Sthecer metaereitailn Agu: ditor and Scrutinizer.
Welcome Address & Introduction: 87
Mr. Manoj Baid, President & Company Secretary extended a warm welcome to the shareholders and introduced
BChoaarirdp Meresmobne orsf tahned 3S9enthi oArG MMa:n agement personnel present at the Meeting.
As per Article 14.5 of the Articles of Association of the Company, Mr. Ajai Kumar proposed and Ms. Bela Banerjee
seconded to elect Mr. Mahendra Nahata, Managing Director as the Chairman of the AGM. Thereafter Mr. Mahendra
Nahata presided over the meeting.
Page of
HFCL Limited
Attendance & Quorum
Mr. Manoj Baid, President & Company Secretary, confirmed the presence of the Statutory Auditors and their
representatives and the Secretarial Auditor of the Company, in compliance with the provisions of the Companies
Act, 2013 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI).
Attention of the members was drawn to the Statutory Registers and other documents, which were kept open and
accessible to any person having right to attend the Meeting.
Mr. Manoj Baid, President & Company Secretary, thereafter, announced the number of members present and
confirmed the presence of requisite quorum as per Section 103 of the Companies Act, 2013.
GThueid Cehlainirems afonr, t ahtetreenadftienrg, ctahlele AdG thMe: meeting to order.
M r. Manoj Baid, President & Company Secretary, highlighted certain points regarding convening and attending the
EA-GVMo ttihnrgo:u gh electronic mode in compliance of the Circulars.
Mr. Manoj Baid, President & Company Secretary further informed the members that in accordance with the
provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules,
2015 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company had, through the services of National Securities Depository Limited
(NSDL), provided remote e-Voting and e-Voting facility during the AGM to all its members to cast votes
electronically on all the resolutions set forth in the Notice.
The remote e-Voting period had commenced on Saturday, September 26, 2026 at 09:00 a.m. and ended on Monday,
September 28, 2026 at 05:00 p.m.
Further, the facility for voting through electronic mode was also made available to the members who were present
at the AGM through VC/OAVM and had not cast their votes electronically through remote e-Voting. Mr. Manoj Baid
informed that e-Voting during the AGM on NSDL platform shall be disabled 30 minutes after the closure of AGM by
tShcer uCthinaiirzmera:n of the Meeting.
Mr. Manoj Baid, President & Company Secretary further informed that the Board of Directors had appointed
Mr. Baldev Singh Kashtwal, Practising Company Secretary, as the Scrutinizer for the purpose of scrutinizing the
rVeomtiontge Re-eVsoutlitnsg & p rCoocnessos laindda tee-dV oStcirnugt dinuirzinegr’ sth Ree ApGoMrt,: i n a fair and transparent manner.
The Company Secretary informed the members that the combined results of remote e-Voting and e-Voting during
thBe S3E9 AGM along with the Consolidated Scrutinizer’“sN RSeEp”ort thereon, would be announced in compliance with
applicable provisions, latest by October 01, 2026 and shall be disseminated to the stock exchanges i.e. BSE Limited
(“ ”) and National Stock Exchange of India Limited ( ) and uploaded on the website of NSDL and also on the
wBreibesfi dtee otaf itlhse o Cf oitmepmasn dy.e liberated at the Meeting:
The Company Secret
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