HCC 100th AGM Notice for August 18, 2026

The 100th Annual General Meeting will be held on Tuesday, August 18, 2026, at 11:00 a.m. through Video Conferencing/Other Audio-Visual Means.

1. Adoption of Financial Statements

To receive, consider and adopt Audited Standalone Financial Statements for FY ended March 31, 2026
To receive, consider and adopt Audited Consolidated Financial Statements for FY ended March 31, 2026
Includes Balance Sheets, Statements of Profit and Loss, and Reports of Board of Directors and Auditors

2. Re-appointment of Director

Mr. Aditya Pratap Jain (DIN: 08115375) retires by rotation and offers himself for re-appointment
Resolution to be passed as Ordinary Resolution under Section 152 of Companies Act, 2013

3. Appointment of Independent Director

Mr. Nakul Pasricha (DIN: 03176843) appointed as Additional (Non-Executive Independent) Director effective July 10, 2026
Seeking approval for appointment as Independent Director for 5 consecutive years
Appointment made to meet Regulation 17(1)(b) requirement after demise of Mr. Mahendra Singh Mehta
Qualifications: B.A. in Mathematics and Computer Science, M.S. in Computer Science
Current positions: MD & CEO of PharmaSecure, Co-Promoter and Director of Flexing It
Special Resolution required under Sections 149, 150, 152 of Companies Act and SEBI Listing Regulations

4. Payment of Remuneration to Non-Executive Chairman

Mr. Ajit Gulabchand (DIN: 00010827) to receive remuneration of ₹1,50,00,000 for FY 2026-27
Remuneration exceeds 50% of aggregate remuneration paid to all Non-Executive Directors
Additionally entitled to Chairman's Office at company cost and reimbursement of expenses (car, mobile, telephone)
Special Resolution required under Regulation 17(6)(ca) of SEBI Listing Regulations
Mr. Arjun Dhawan (Vice Chairman & Managing Director) is relative of Mr. Gulabchand and is interested in this resolution

5. Ratification of Cost Auditors Remuneration

M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240) appointed as Cost Auditors
Remuneration of ₹2,85,000 plus applicable taxes and reimbursement of out-of-pocket expenses for FY 2025-26
Ordinary Resolution required under Section 148(3) of Companies Act, 2013

6. Increase in Authorized Share Capital

Proposal to increase authorized share capital from ₹300 crore to ₹400 crore
Current: 290 crore Equity Shares of ₹1 each + 1 crore Redeemable Preference Shares of ₹10 each
Proposed: 390 crore Equity Shares of ₹1 each + 1 crore Redeemable Preference Shares of ₹10 each
Requirement due to existing authorized share capital approaching utilization limits
Consequential alteration to Clause V of Memorandum of Association
Ordinary Resolution required under Sections 13, 61, 64 of Companies Act, 2013

7. Issue of Securities

Seeking approval to raise funds up to ₹800 crore through various methods
Methods include: Qualified Institutional Placement (QIP), preferential allotment, rights issue, or combination
Securities may include Equity Shares or any other equity linked securities
In case of QIP, pricing to be determined as per SEBI ICDR Regulations
Equity Shares to rank pari-passu with existing shares
Special Resolution required under Sections 42, 62, 71 of Companies Act and SEBI Regulations

Record date for voting: Tuesday, August 11, 2026
Remote e-voting period: August 14, 2026 (9:00 a.m.) to August 17, 2026 (5:00 p.m.)
e-Voting service provider: National Securities Depository Limited (NSDL)
Physical attendance not permitted due to MCA circulars
Members can attend meeting through VC/OAVM facility
Scrutinizer: Mr. B. Narasimhan of B N & Associates, Practicing Company Secretary

Documents available for inspection at registered office and during meeting in electronic form
Members requested to update email addresses with depository participants
No amounts transferred to IEPF during the year under review
Green initiative: Communication sent electronically to registered email addresses