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.

HCL Infosystems Limited has completed the allotment of 5,50,000 unlisted, unsecured non-convertible debentures (NCDs) worth Rs 55,00,00,000 to HCL Capital Private Limited through private placement. The allotment, executed on February 24, 2026, represents the fourth tranche of the company's debenture issuance program and was disclosed to stock exchanges in compliance with SEBI regulations.

Debenture Issue Details

The company has issued comprehensive details of the NCD allotment as required under SEBI regulations:

Terms and Tenure Structure

The NCDs feature a structured payment mechanism with specific tenure and interest arrangements:

Security and Compliance Features

The debentures are structured as unsecured instruments with no charge created over company assets. The NCDs do not carry any special rights, interests, or privileges attached to the instrument. The company has confirmed no delays in payment obligations and maintains flexibility for redemption either out of profits or through fresh issue.

Regulatory Compliance

The allotment disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with compliance to multiple SEBI circulars issued in 2023, 2024, and 2026. Company Secretary and Compliance Officer Twinkle Monga executed the regulatory filings, ensuring full transparency with stock exchanges including BSE and NSE.

Strategic Implications

This fourth tranche allotment demonstrates HCL Infosystems' continued access to private placement funding through its group entity HCL Capital Private Limited. The low coupon rate of 0.001% reflects favorable borrowing terms, while the 10-year tenure provides long-term capital structure flexibility. The unsecured nature of the debentures indicates strong creditworthiness and established relationship between the issuer and allottee.