HCL Infosystems Limited has submitted its quarterly compliance certificate to stock exchanges, fulfilling regulatory requirements under SEBI's depositories regulations. The filing demonstrates the company's adherence to mandatory reporting standards for share dematerialization processes.

Regulatory Compliance Filing

On 8th April 2026, HCL Infosystems filed its certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31st March 2026. The certificate was submitted to both major Indian stock exchanges where the company's shares are listed.

RTA Confirmation and Verification

The company's Registrar and Transfer Agent, Alankit Assignments Limited, provided confirmation dated 1st April 2026 regarding the proper handling of physical share certificates received for dematerialization during the quarter. The RTA's certificate confirms compliance with established procedures for converting physical securities to electronic form.

Corporate Governance Framework

The filing was executed by Company Secretary and Compliance Officer Twinkle Monga (Membership No: 54882), demonstrating the company's structured approach to regulatory compliance. The certificate was digitally signed and distributed to relevant depositories including CDSL and NSDL.

Key aspects of the compliance process include:

• Verification of securities listing status on designated stock exchanges
• Proper mutilation and cancellation of physical share certificates
• Substitution of depository names in company records as registered owners
• Quarterly reporting to maintain transparency with market regulators

Regulatory Significance

This quarterly certificate represents standard compliance with SEBI's depositories regulations, ensuring proper oversight of the dematerialization process. The regulation requires companies to confirm that physical share certificates converted to electronic form during each quarter have been handled according to established protocols, maintaining investor protection and market integrity.

HCL Infosystems Limited has announced a postal ballot seeking shareholder approval for the appointment of Mr. Gaurav Bhalla as Manager and Key Managerial Personnel (KMP) of the company. The appointment is proposed for a period of five years, effective from May 01, 2026, subject to shareholder approval through the postal ballot process.

E-Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, with all voting to be conducted electronically through the National Securities Depository Limited (NSDL) platform.

The postal ballot notice has been sent electronically to all shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date. In compliance with Ministry of Corporate Affairs circulars and SEBI regulations, the company is conducting the postal ballot entirely through remote e-voting, without physical ballot forms.

Proposed Appointment Details

Mr. Gaurav Bhalla's appointment as Manager requires approval through a Special Resolution. The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, has approved his appointment for the five-year term beginning May 01, 2026.

Key Appointment Parameters:

• Position: Manager and Key Managerial Personnel
• Term: Five years from May 01, 2026
• Initial Remuneration Period: One year (May 01, 2026 to April 30, 2027)
• Maximum Annual Remuneration: Rs.57,26,417 (including salary, HRA, allowances, bonus, perquisites, insurance, and variable pay)

Candidate Profile and Experience

Mr. Gaurav Bhalla brings significant experience to the role, having been associated with HCL Infosystems since 2012. His professional background includes:

• Qualification: Chartered Accountant
• Experience: Around 20 years in finance leadership
• Age: 47 years (born February 04, 1979)
• Expertise: Financial Planning and Analysis, Business Finance, Accounts, Mergers and Acquisitions, Corporate Governance
• Specialized Skills: Statutory audits of listed entities, consolidation of financial results, risk assessment, and ERP systems management

As Manager, Mr. Bhalla will have overall responsibility for the day-to-day business activities of the company, including project deliverables and customer receivables collection.

Company Financial Performance

The company's financial performance for the year ended March 31, 2025, reflects ongoing operational challenges:

The company continues to face challenges in obtaining timely customer acceptance and project sign-offs, leading to delays in payment receipts and difficulties in recovering outstanding receivables. Significant costs are being incurred on compliance, legal, and legacy matters, contributing to operational losses.

Regulatory Compliance and Governance

The postal ballot process follows all applicable regulatory requirements under the Companies Act, 2013, SEBI Listing Regulations, and various MCA circulars. CS Vineet K Chaudhary of M/s VKC & Associates has been appointed as Scrutinizer for the e-voting process, with CS Mohit K Dixit as the alternate scrutinizer.

Shareholders can access the postal ballot notice on the company's website at www.hclinfosystems.in , as well as on the websites of BSE Limited, National Stock Exchange of India Limited, and NSDL. The company has engaged NSDL to provide comprehensive e-voting facilities to all eligible shareholders.