HFCL Invests ₹89.25 Crore in Defence Subsidiary HASPL

Reporting Period (Quarter/Year): Not Specified

Nature of Filing / Announcement: Outcome of Board Meeting - Related Party Transactions and Investments

Not Specified

Not Specified

HFCL Limited will invest ₹89.25 Crore in HFCL Advance Systems Private Limited (HASPL) by subscribing to equity shares
Investment will be made in two tranches pursuant to a Share Subscription Agreement (SSA)
Currently, HASPL is a non-material wholly owned subsidiary with FY25-26 Turnover: Nil, Net Worth: ₹(2.24 Lakh)
Post-transaction shareholding in HASPL: HFCL Limited (51.02%), Anant Nahata (6.50%), Sushant Mohan Gupta (4.75%), Shubhra Gupta (4.75%), BAS Engineering Private Limited (3.00%), ITI Holdings and Investment Private Limited (14.99%), HFCL Advance Employee Trust (14.99%)

Executed among HASPL, HFCL, Anant Nahata, Sushant Mohan Gupta, Shubhra Gupta, BAS Engineering Private Limited, and ITI Holdings and Investment Private Limited
Board composition: 6 directors with HFCL Group nominating 4 directors and DMG Group nominating 2 directors
Includes affirmative voting rights, pre-emptive rights, transfer restrictions, ROFR provisions, tag along and drag along rights

HFCL will sell up to 80% of paid-up share capital of Raddef Private Limited to HASPL for ₹75 Crore
Raddef is currently a non-material subsidiary where HFCL owns 90% stake
Raddef FY25-26 Revenue: ₹9.04 Crore (0.18% of Consolidated Revenue), Net Worth: ₹(2.32 Crore)

HFCL will transfer its Thermal Weapon Sight (TWS) business to HASPL on slump sale basis for ₹50 Crore
TWS business contributed Revenue: ₹0.66 Crore (0.01% of Consolidated Revenue) and Net Worth: ₹21.24 Crore (0.43% of Consolidated Net Worth) as of March 31, 2026
Consideration to be received on or before December 31, 2026

HASPL will acquire 100% paid-up share capital of HFCL Defence Systems Private Limited (HDSPL) from Defsys Solutions Private Limited for ₹25 Crore
HDSPL FY25-26 Turnover: ₹166.21 Crore (Unaudited), Net Worth: ₹19.37 Crore (Unaudited)
HDSPL will acquire aerostructure business of Defsys Solutions Private Limited on slump sale basis for ₹25 Crore
The acquisition provides immediate access to export order book of ~₹1,890 crore

Strategic rationale: Create focused and scalable defence platform consolidating aerospace, aerostructures, radar, surveillance systems, and thermal weapon sights
Expected to enhance HFCL's positioning in defence procurement programs and support Make in India initiative
All transactions expected to be completed in calendar year 2026
HASPL incorporation date: February 23, 2015
HDSPL incorporation date: January 18, 2006