Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

HFCL Limited

Meeting Details

  • Type of Meeting: 39th Annual General Meeting (AGM)
  • Date of Meeting: September 29, 2026
  • Time of Meeting: 11:00 A.M. to 12:47 P.M. (IST)
  • Location: Held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Record Date: September 22, 2026
  • Total Shareholders on Record Date: 785,204

Summary of Proposed Resolutions and Voting Outcomes

All seven resolutions proposed at the AGM were passed. The voting was conducted via remote e-voting (managed by NSDL) and e-voting during the meeting (Instapoll).

Ordinary Business

Resolution 1: Ordinary Resolution

  • Description: To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026, along with reports of the Board of Directors and Auditors.
  • Result: PASSED
  • Total Valid Votes: 841,540,091
  • Votes in Favour: 841,512,617 (99.9967%)
  • Votes Against: 27,474 (0.0033%)

Resolution 2: Ordinary Resolution

  • Description: To receive, consider and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026 and the report of the Auditors thereon.
  • Result: PASSED
  • Total Valid Votes: 841,539,021
  • Votes in Favour: 841,511,047 (99.9967%)
  • Votes Against: 27,974 (0.0033%)

Resolution 3: Ordinary Resolution

  • Description: To declare a Dividend of ₹0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of ₹1/- for FY ended March 31, 2026.
  • Result: PASSED
  • Total Valid Votes: 843,101,644
  • Votes in Favour: 843,073,971 (99.9967%)
  • Votes Against: 27,673 (0.0033%)

Resolution 4: Special Resolution

  • Description: To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270), Director (Non-Executive) who retires by rotation.
  • Promoter Interest: Yes
  • Result: PASSED
  • Total Valid Votes: 842,898,642
  • Votes in Favour: 800,612,958 (94.9833%)
  • Votes Against: 42,285,684 (5.0167%)

Special Business

Resolution 5: Ordinary Resolution

  • Description: To approve the material modifications in material related party transactions with HTL Limited (a material subsidiary) for FY 2026-27.
  • Promoter Interest: Yes
  • Result: PASSED
  • Total Valid Votes: 408,044,625
  • Invalid Votes: 1,500,000 (from Public-Non Institutions category)
  • Votes in Favour: 407,997,669 (99.9885%)
  • Votes Against: 46,956 (0.0115%)

Resolution 6: Ordinary Resolution

  • Description: To approve material related party transactions with HTL Limited for FY 2027-28.
  • Promoter Interest: Yes
  • Result: PASSED
  • Total Valid Votes: 408,044,473
  • Invalid Votes: 1,500,000 (from Public-Non Institutions category)
  • Votes in Favour: 407,997,515 (99.9885%)
  • Votes Against: 46,958 (0.0115%)

Resolution 7: Ordinary Resolution

  • Description: To approve material related party transactions between HTL Limited and HFCL Inc. (a material wholly-owned subsidiary) for FY 2026-27.
  • Promoter Interest: Yes
  • Result: PASSED
  • Total Valid Votes: 408,045,625
  • Invalid Votes: 1,500,000 (from Public-Non Institutions category)
  • Votes in Favour: 407,989,273 (99.9862%)
  • Votes Against: 56,352 (0.0138%)

Voting Process and Methods

  • Remote E-Voting Provider: National Securities Depository Limited (NSDL)
  • Remote E-Voting Period: September 26, 2026 (09:00 A.M.) to September 28, 2026 (05:00 P.M.)
  • E-Voting at AGM: Instapoll facility was provided during the AGM for members attending via VC/OAVM.
  • Scrutinizer Unblocking: The votes were unblocked by the Scrutinizer at approximately 01:25 P.M. on September 29, 2026, in the presence of two witnesses (Mr. Siddhant Saxena and Ms. Meghna).

Participation Breakdown

  • Promoters & Promoter Group present via VC: 6 members
  • Public present via VC: 81 members

Scrutinizer's Role and Findings

  • Name of Scrutinizer: Baldev Singh Kashtwal
  • Firm Name: Not Applicable (NA)
  • Qualification: Company Secretary (CS)
  • Membership Number: 3616
  • Date of Appointment by Board: September 02, 2026
  • Date of Report Issuance: October 01, 2026
  • The Scrutinizer confirmed that the e-voting process was conducted in order and in compliance with the Companies Act, 2013 and relevant rules. The results were reconciled with records maintained by the RTA, MCS Share Transfer Agent Limited.
  • A note was consistently recorded across resolutions: "Two shareholders holding 2,75,230 shares have voted only for 96,912 shares."
  • For Resolution 4, an additional note was recorded: "Eight shareholders voted partially in favour of and partially against the Resolution."

Compliance Confirmation

The disclosure is made pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The report confirms all resolutions were passed with the requisite majority.