Shareholders meeting

August 24,2026 The General Manager The Vice President Department of Corporate Relations Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Exchange Plaza, Bandra Kurla Complex Street Fort, Mumbai 400001 Bandra (East), Mumbai 400051 Scrip Code: 500179 Symbol: HCL-INSYS Subject: Notice of 40th Annual General Meeting and Annual Report of HCL Infosystems Limited (“the Company”) for the Financial Year 2025-26 Dear Sir/Madam, This is to inform you that the 40th Annual General Meeting (‘AGM’) of the Company is scheduled to be held on Wednesday, September 16,2026, at 10:30 A.M. (IST) through video conferencing (‘VC’)/ other audio visual means (‘OAVM’) in compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and relevant circulars issued by MCA and SEBI. Pursuant to Regulation 30 & 34 of the SEBI Listing Regulations, we are enclosing herewith the following: 1. Notice convening 40th Annual General Meeting of the Company. 2. Annual Report of the Company for the financial year 2025-26. The Board has appointed National Securities Depository Limited (NSDL’) as the e-voting agency. Members of the Company holding shares in demat or physical form as on Wednesday, September 09, 2026 (‘Cut-off date’) are entitled to cast their vote on the resolutions as set out in the Notice by electronic means, through remote e-voting facility which shall commence on Sunday, September 13,2026, at 9:00 A.M. (IST) and end on Tuesday, September 15,2026 at 5:00 P.M. (IST) or through e-voting at the AGM. The aforesaid Notice and Annual Report are also hosted on the Company’s website at https://hclinfosystems.in/investors/ Kindly take the above on your record. For & on behalf of, HCL Infosystems Limited Twinkle Monga Company Secretary & Compliance Officer Membership No.: A-54882 HCL INFOSYSTEMS LIMITED CIN- L72200DL1986PLC023955 Registered Office: 806, Siddharth, 96, Nehru Place, New Delhi-110019 Telephone: +91-120-2520977, 2526518, 2526519 Website: www.hclinfosystems.in Email: cosec@hclinfosystems.com NOTICE NOTICE IS HEREBY GIVEN THAT THE 40TH (FORTIETH) ANNUAL GENERAL MEETING OF THE MEMBERS OF HCL INFOSYSTEMS LIMITED (“COMPANY”) WILL BE HELD ON WEDNESDAY, SEPTEMBER 16, 2026 AT 10:30 A.M. THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: Item No. 1 - Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Statutory Auditors thereon To receive, consider and adopt the Audited Financial Statements, including Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and of the Statutory Auditors thereon and in this regard, pass the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT the Audited Financial Statements, including Audited Consolidated Financial Statements, of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and of the Statutory Auditors thereon, be and are hereby received, considered, and adopted.” Item No. 2 - Re-appointment of Mr. Pawan Kumar Danwar (DIN: 06847503), as a Non-Executive, Non-Independent Director liable to retires by rotation To re-appoint Mr. Pawan Kumar Danwar (DIN: 06847503) as a Non-Executive, Non-Independent Director, who retires by rotation and being eligible, has offered himself for re-appointment, and in this regard, to consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) Mr. Pawan Kumar Danwar (DIN: 06847503), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as Non-Executive, Non-Independent Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: Item No. 3 - Approval of payment of Remuneration to Mr. Gaurav Bhalla, Manager of the Company To consider, and if thought fit, to pass, the following Resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 197 and 198 read with Schedule V of the Companies Act, 2013 (the “Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the “Rules”), and all other applicable provisions of the Act and the Rules, including any statutory modification, amendment or re-enactment thereof for the time being in force, and subject to such approvals, consents or permissions as may be required, the consent of the shareholders of the Company be and is hereby accorded for the payment of remuneration to Mr. Gaurav Bhalla, Manager of the Company, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their respective meetings, on the terms and conditions set out in the explanatory statement annexed hereto, such remuneration being approved as the minimum remuneration payable to Mr. Gaurav Bhalla for a period of one (1) year commencing from July 01,2026 till June 30,2027, notwithstanding that the Company may have no profits or inadequate profits during the said period.” “RESOLVED FURTHER THAT any Director, CFO and/or Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient or incidental for the purpose of giving effect to this resolution and to settle any question or difficulty in connection herewith and incidental hereto.” Annual Report 2025-26 1 Item No. 4 - Entering Material Related Party Transaction with HCL Capital Private Limited, Promoter Group Company To consider and, if thought fit, to pass the following as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), including any statutory modifications or re-enactment thereof, for the time being in force read with relevant circulars issued by the Securities and Exchange Board of India from time to time, read with the rules framed thereunder including any statutory modification(s) or re-enactment( s) thereof for the time being in force, other applicable laws / statutory provisions, if any, and based on the recommendation / approval of the Audit Committee, consent of the shareholders of the Company be and is hereby accorded to authorise the Board of Directors of the Company (including any committee thereof) to avail financial support in the form of loans, inter-corporate deposits, advances, unsecured non-convertible debentures, guarantees, corporate guarantees, security, lien on fixed deposits or other financial instruments, or any other form of support whether material or not entered into by the Company and/ or wholly owned subsidiaries from HCL Capital Private Limited, a Promoter Group Company and a related party within the meaning of the SEBI Listing Regulations, up to an aggregate amount not exceeding ` 1,500 crores (Rupees Fifteen Hundred Crores only). RESOLVED FURTHER THAT any Director, CFO and/ or Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient in connection herewith and incidental hereto.” Item No. 5 - Entering Material Related Party Transaction with HCL Corporation Private Limited, Promoter Company To consider and, if thought fit, to pass the following as an [Showing first 8,000 characters — download PDF for full document]