Your Board of Directors are pleased to present the Fortieth (40^th) Annual Report on the Business and Operations of the
Company, together with the Audited Financial Statements, both standalone and consolidated, for the financial year
ended March 31, 2026.

1. Financial Highlights

A brief summary of the financial performance of the Company for the Financial Year ended March 31, 2026, as
compared to the previous year, is as below:

*Please refer Note No. 46 to the Financial Statements regarding the finance cost includes non-cash interest expense
charged to the Profit & Loss Account on the unsecured, redeemable Non-Convertible Debentures issued by the
Company during the financial year 2025-26.

2. State of Company's Affairs/Performance

The consolidated Net Revenue and Other Income of
the Company for the financial year ended March 31,
2026, was ' 5,453.27 lakhs as compared to ' 5,007.86
lakhs during the previous financial year ended March
31, 2025. The consolidated Loss Before Tax for the
financial year ended March 31, 2026, was ' 3,291.45
lakhs as compared to Loss of ' 2,110.92 lakhs during
the previous financial year ended March 31, 2025.

The Net Revenue and Other Income on a standalone
basis for the financial year ended March 31, 2026, was
' 1,911.55 lakhs as compared to ' 1,084.35 lakhs during
the previous financial year ended March 31, 2025. The
Loss Before Tax for the financial year ended March 31,
2026, was ' 3,343.81 lakhs as compared to Loss of
' 2,185.14 lakhs during the previous financial year
ended March 31, 2025.

3. Dividend

During the financial year 2025-26, the Board of
Directors has not recommended any dividend.

4. Operations

A detailed analysis and insight into the financial
performance and operations of Company for the year
ended March 31, 2026, is provided in the Management
Discussion and Analysis, forming part of the Annual
Report.

5. Share Capital

As on March 31,2026, the Authorized Share Capital of
the Company stands at ' 1,75,60,00,000 (Rupees One
Hundred Seventy-Five Crores Sixty Lakhs Only) divided
into (i) 85,30,00,000 (Eighty-Five Crores and Thirty
Lakhs) Equity Shares having a face value of ' 2/- each
and (ii) 5,00,000 (Five Lakhs) Preference Shares having
a face value of ' 100 each.

As on March 31,2026, the Issued and Subscribed Share
Capital stands at ' 65,84,21,856 (Rupees Sixty-Five
Crores Eighty-Four Lakhs Twenty-One Thousand Eight
Hundred and Fifty-Six Only) divided into 32,92,10,928
(Thirty-Two Crores Ninety-Two Lakhs Ten Thousand
Nine Hundred and Twenty-Eight) Equity Shares of face
value of ' 2 each.

As on March 31, 2026, Paid-up Equity Share Capital
stands at ' 65,84,19,856 (Rupees Sixty-Five Crores
Eighty-Four Lakhs Nineteen Thousand Eight Hundred
and Fifty-Six Only) divided into 32,92,09,928 (Thirty-
Two Crores Ninety-Two Lakhs Nine Thousand Nine
Hundred and Twenty-Eight) Equity Shares of face value
of ' 2 each.

6. Transfer to Reserves

In view of Losses, no amount is proposed to be
transferred to the General Reserves of the Company.

7. Credit Rating

As on April 01, 2025, the Company has credit rating as

heinw

However, during the financial year 2025-26, after the
conversion of credit-hacked hank guarantee (BG) limits
into fixed deposit (FD)-hacked limits, credit rating was
no longer required. Accordingly, CARE Ratings Limited
reaffirmed and subsequently withdrew the credit rating
assigned to the Company's hank facilities, at the
Company's request.

8. Deposits

The Company has not accepted any deposits from the
puhlic and no amount on account of principal or
interest in deposits from the puhlic was outstanding
as on March 31,2026. Accordingly, disclosures related
to deposits as required to he made under the Act are
not applicahle to the Company.

9. Listing

The Equity Shares of the Company are listed at the
BSE Limited, Mumhai (BSE) and the National Stock
Exchange of India Limited. Mumhai (NSE).

The annual listing fees for the year have heen paid to
all these Stock Exchanges within the stipulated time.

10. Board of Directors

As on March 31, 2026, the composition of the Board
of Directors ("Board") is as follows:

The Board is duly constituted with Non-Executive
Directors in compliance with the provisions of the
Companies Act, 2013 and the applicahle regulations
of the Securities and Exchange Board of India (Listing
Ohligations and Disclosure Requirements) Regulations,
2015.

During the financial year, Ms. Ritu Arora ceased to he
a Non-Executive- Independent Director with effect
from April 5,2025, upon completion of her second term
of office.

The requisite certificate(s) from the practicing Company
Secretaries confirming that none of the directors of
the Company have heen deharred or disqualified from
heing appointed or continuing as directors of the
Company hy Securities and Exchange Board of India/
Ministry of Corporate Affairs or any such authority is
attached to the corporate governance report.

11. Key Managerial Personnel

During the financial year 2025-26, Ms. Twinkle Monga
was appointed as a Company Secretary & Compliance
Officer w.e.f. May 23, 2025. The said appointment was
done in accordance with the provisions of the
Companies Act, 2013 and the applicahle regulations
of the Securities and Exchange Board of India (Listing
Ohligations and Disclosure Requirements) Regulations,
2015.

As of March 31, 2026 the details of Key Managerial
Personnel are as follows:

*Mr. Raj Kumar Sachdeva ceased to hold the office
of Manager of the Company upon completion of
his tenure with effect from April 30, 2026.

The Board of Directors and shareholders of the
Company have approved the appointment of Mr.
Gaurav Bhalla as Manager of the Company for a
period of five (5) years, with effect from May 1,
2026, in accordance with the provisions of the

Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

12. Director Retiring by Rotation

Pursuant to the provisions of Section 152 of the Act, Mr. Neelesh Agarwal, Non-Executive, Non-Independent Director
who was liable to retire by rotation at the Annual General Meeting ("AGM') of the Company held on September 17,
2025, had offered himself for re-appointment. Based on the recommendations of the Nomination & Remuneration
Committee, the Board of Directors recommended his re-appointment to the shareholders of the Company. The said
re-appointment was approved by the shareholders at the AGM of the Company held on September 17, 2025.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an
independent director shall hold office up to a term of five consecutive years on the Board of the Company and shall
not be liable to retire by rotation.

13. Postal Ballot

During the year under review, the Company conducted Postal Ballot for the following matter as follows:
Appointment of Mr. Gaurav Bhalla as a Manager for a period of five years w.e.f May 1, 2026.

The Board of Directors have appointed M/s VKC & Associates, Practicing Company Secretaries as the Scrutinizer
acting through Mr. Vineet K. Chaudhary, Practicing Company Secretary (Membership No. F5327), managing partner
of VKC & Associates and /or Mr. Mohit K. Dixit, Practicing Company Secretary (Membership No. A49027), partner of
VKC & Associates, a Practicing Company Secretaries, as the scrutinizer for conducting the postal ballot and e-voting
process in a fair and transparent manner.

Due process was followed to conduct the postal ballot in accordance with Section 108 & 110 of the Companies Act,
2013, and other applicable provisions, if any, read with Rule 20 and 22 of the Companies (Management and
Administration) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and in compliance with general circular number nos. 14/2020 dated April 08, 2020,
17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021,03/2022 dated May 05, 2022, 11/2022 dated December
28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22,
2025 issued by the Ministry of Corporate Affairs (" MCA Circulars'), Secretarial Standard on General Meetings ("SS-
2') issued by Institute of Company Secretaries of India as amended and pursuant to the other applicable laws and
regulations (including any statutory modifications(s) or re-enactment(s) thereof, for the time being in force).

14. Committees of Board

As on the financial year ended March 31, 2026, the
Board has four (04) committees constituted in
compliance with the applicable provisions of the Act
and SEBI Listing Regulations, as given below:

• Accounts and Audit Committee,

• Nomination & Remuneration Committee,

• Stakeholders Relationship Committee,

• Finance Committee.

A detailed note on the composition of the committees
and other mandatory details is provided in the
Corporate Governance Report, forming the part of this
Annual Report.

Composition of Accounts and Audit Committee

The composition of the Accounts and Audit Committee
is given below:

*Ms. Ritu Arora ceased to be a Non-Executive,
Independent Director and member of the
committee with effect from April 5, 2025, upon
completion of her second term.

The Board accepted all the recommendations of the
Audit Committee during the financial year 2025-26.

15. Manner & Criteria of formal annual evaluation of
the Board's performance and that of its Committees
and Individual Directors

Pursuant to the provisions of Section 178 and Section
134 read with Schedule IV of the Companies Act, 2013
and Regulation 17(10) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors conducted a formal annual evaluation of its
own performance, that of its Committees, and of each
individual Director.

The Company has appointed an external agency to
conduct the evaluation of the Board, its committees,
and individual Directors, including Independent
Directors, in accordance with the assessment criteria
and norms designed by the Company's Human
Resources Department and approved by the
Nomination and Remuneration Committee. The
evaluation reports were reviewed by an independent
HR consultant, who shared the results with the
Chairman of the Board, Dr. Nikhil Sinha.

The Independent Directors, in their separate meeting
held on February 13, 2026, reviewed the performance
of the Non-Independent Directors and the Board as a
whole. They also evaluated the performance of the
Chairperson of the Company.

16. Criteria/Policy on Appointment and Remuneration

The Company believes that a diverse Board will be able
to leverage different skills, qualifications, and
professional experiences, which is necessary for
achieving sustainable and balanced development. In
accordance with the provisions of Section 178 of the
Companies Act, 2013 and Part D of Schedule II of the
Listing Regulations, the Company has adopted the
policy on Nomination and Remuneration of Directors
(Non-Executive and Independent), Key Managerial
Personnel (KMPs), Senior Management and other
Employees of your Company. The policy specifies the
criteria for appointments of Directors and Senior
Management and their remuneration and for
determining qualifications, positive attributes and
independence of a director.

The policy is available on the website of the Company
and can be assessed at

https://hclinfosvstems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration policy.pdf

17. Board Meetings

During the financial year 2025-26, Four (4) Board
Meetings were held and the gap between two meetings
did not exceed one hundred and twenty days. The
details of Board Meetings are stated in the Corporate
Governance Report, which forms part of the Annual
Report.

The Board meetings were conducted in due compliance
with and following the procedures prescribed in the
Companies Act, 2013, Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable
secretarial standards.

18. Corporate Social Responsibility (CSR)

Pursuant to the provision of section 135 of the
Companies Act, 2013, the Company no longer meets
any of the criteria required for CSR, i.e. net worth
criteria, turnover criteria, or net profit criteria. Therefore,
the provision of CSR is not applicable to the Company.

19. Corporate Governance

The Company is committed to adhering to best
corporate governance practices. The separate sections
on Management Discussion and Analysis, Corporate
Governance, and a Certificate from the Auditors of the
Company regarding compliance with the conditions
of Corporate Governance as stipulated under SEBI
Listing Regulations, 2015 forms part of this Annual
Report.

20. Directors' Responsibility Statement

Pursuant to the requirement of Section 134 of the
Companies Act, 2013, and based on the representations
received from the operating management, the
Directors hereby confirm that:

• in the preparation of the annual accounts for the
financial year ended March 31,2026, the applicable
accounting standards had been followed along
with proper explanation relating to material
departures.

• the directors had selected such accounting policies
and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as on the financial
year ended March 31, 2026 and of the profit and
loss of the Company for that period.

• the directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

• the annual accounts have been prepared on a
going concern basis.

• the directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

• the directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

21. Statement on Declaration given by Independent
Directors

All Independent Directors have given declarations to
the effect that they meet the criteria of independence
as laid down under Section 149(6) of the Companies
Act, 2013 and SEBI Listing Regulations, 2015.

22. Familiarization Programme for the Independent
Directors

During the year under review, the Company has
organized a familiarization Programme for all the
Independent Directors. The details of familiarization
Programme are posted on the website of the Company
and can be accessed at

https://hclinfosvstems.in/wp-content/uploads/2Q16/Q9/Familiarisation programme For Independent Directors-2.pdf.

23. Particulars of Employees and Related Disclosures

The information required under Section 197 of the Act,
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are given below:

(a) The ratio of the remuneration of each director
to the median remuneration of the employees
of the Company for the financial year and the
key parameters for any variable component of
remuneration availed by the directors: Not
Applicable*

* No remuneration has been paid to any director
during the year.

(b) The percentage increase in remuneration of
Chief Financial Officer, Manager, and Company
Secretary in the financial year:

#Calculated on cost on the Company basis.

*Ms. Twinkle Monga, was appointed as Company
Secretary w.e.f. May 23, 2025. Therefore, the
percentage increase in remuneration is not applicable.

(c) The percentage increase in the median
remuneration of employees in the financial
year:

There was an increase of 11% in the median
remuneration of the employees in the financial
year 2025-26.

(d) The number of permanent employees on the
rolls of Company:

The number of permanent employees on the rolls
of the Company and its subsidiaries at the end of
the financial year was 70.

(e) Average percentile increases already made in
the salaries of employees other than the
managerial personnel in the last financial year
and their comparison with the percentile
increase in the managerial remuneration, and
justification thereof and point out if there are
any exceptional circumstances for an increase
in managerial remuneration:

The average percentage increase in the salaries of
employees in the financial year 2025-26 is 8%.

(f) Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms that remuneration is as per
the remuneration policy of the Company.

The Annual Report is being sent to the members
of the Company and others entitled thereto,
excluding the information under Rule 5(2) and 5(3)
of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 as amended. Any member interested in
obtaining the said information may write to the
Company Secretary at cosec@hclinfosystems.com.

24. Particulars of Loans, Guarantees or Investments

During the financial year 2025-26, the Company had
acquired the remaining 15% equity stake, comprising
7,500 shares, in Pimpri Chinchwad eServices Limited,
from Indo Enviro Integrated Solutions Private Limited
(formerly known as IL&FS Environmental Infrastructure
and Services Limited / Indo Enviro Integrated Solutions
Limited) at a price of ' 1 per share. Consequently, Pimpri
Chinchwad eServices Limited has become a wholly
owned subsidiary of the Company.

Further, the details of loans and guarantees covered
under the provisions of Section 186 of the Companies
Act, 2013 and relevant rules thereunder are given in
the notes to the Financial Statements.

25. Issuance and Allotment of Unlisted, Unsecured
Redeemable Non-Convertible Debentures

The Board of Directors of the Company has approved
the provision of financial support, in the form of

advances/loans, unlisted, unsecured redeemable non¬
convertible debentures, guarantees, corporate
guarantees, security, or any other form of financial
assistance, up to an aggregate limit of ' 1,50,000 lakhs
from HCL Capital Private Limited, a Promoter Group
Company. The said approval was accorded by the
shareholders of the Company vide their resolution
dated September 17, 2025.

Out of the aforesaid limit, the Company has issued
Unlisted, unsecured redeemable, Non-Convertible
Debentures (NCD) aggregating to ' 35,500 lakhs. The
full subscription amount against such issuance has
been received, and Non-Convertible Debentures
having a face value of ' 1,000 each have been allotted
to HCL Capital Private Limited, a Promoter Group
Company in four tranches.

The proceeds from the said NCD issuance have been
utilised for the repayment of earlier loans availed from
HCL Corporation Private Limited, a Promoter Company.

26. Related Party Transactions

During the financial year 2025-26, the Company
entered into a material Related Party Transaction with
HCL Capital Private Limited, a Promoter Group
Company, in accordance with the provisions of
Regulation 23 of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The said transaction was duly
approved by the shareholders of the Company at the
AGM held on September 17, 2025.

Further, the Company did not enter into any related
party transactions that could be considered material
under Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions
in Form AOC-2, as required under Section 134(3)(h) of
the Act, is not applicable.

The Company has employed an external firm of
Chartered Accountants to review and evaluate the basis
of such agreements/transactions and opine on their
fairness.

The Company has formulated a Policy on dealing with
related party transactions, which is also available on
the website of the Company can be accessed at

https://hclinfosvstems.in/wp-content/uploads/2016/09/Related-Partv-transaction policy.pdf.

27. Internal Control Systems and their adequacy

The Company has put in place controls commensurate
with the size and nature of its operations. These have
been designed to provide reasonable assurance with
regard to recording and providing reliable financial and
operational information, complying with applicable
statutes, safeguarding assets from unauthorized use
or losses, executing transactions with proper
authorization and ensuring compliance with corporate
policies.

The Company has an internal audit function designed
to review the adequacy of internal control checks in
the system, which covers all significant areas of the
Company's operations, such as Accounting and
Finance, Procurement, Business Operations, statutory
compliance, IT Processes, Safeguarding of Assets and
their protection against unauthorised use, among
others. The internal audit function performs Concurrent
Audits on high-value transactions. The Internal Audit
function also performs the internal audit of the
Company's activities based on the Internal audit plan,
using external independent audit agencies, which is
reviewed each year and approved by the Board and
Audit Committee. The Audit Committee reviews the
reports submitted by internal auditors. Suggestions for
improvements are considered, and the Audit
Committee follows up on corrective action. Disciplinary
action is taken, wherever required, for non-compliance
with corporate policies and controls.

28. Adequacy of Internal Financial control with respect
to Financial Statements

The Company has in place adequate Internal Financial
Controls with respect to financial statements. No
material weakness in the design or operation of such
controls was observed during the year.

29. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of
the Companies Act, 2013 and Regulation 22 of the
Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), The Company has
established a Vigil Mechanism/ Whistle Blower Policy
for Directors and employee to report concerns about
unethical behavior, actual or suspected fraud or
violation of the Company's code of conduct or ethics
policy. No person has been denied access to the
Chairman of the Audit Committee.

The said Policy is posted on the website of the
Company and can be accessed at

https://hclinfosvstems.in/wp-content/uploads/2025/09/Whistleblower-Policv.pdf.

30. Risk Management Policy

The Board of the Company has adopted a risk
management policy for reviewing the risk management
plan and ensuring its effectiveness. The audit
committee has additional oversight into financial risks
and controls. Major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis, including
aligning the internal audit functions to areas of key
risks.

The development and implementation of risk
management policy has been covered in the
management discussion and analysis, which forms part
of this annual report as a separate section.

31. Auditors & Auditors' Report

As per Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the shareholders of
the Company in its 36^th Annual General Meeting held
on September 21, 2022 approved the reappointment
of M/s B S R & Associates LLP, Chartered Accountants
(FRN - 116231W/W-100024), as the Statutory Auditors
of the Company for second term of five (5) years i.e.
from the conclusion of 36^th Annual General Meeting
till the conclusion of 41^st Annual General Meeting of
the Company.

The report given by M/s B S R & Associates LLP,
Chartered Accountants, on the financial statements of
the Company for the financial year 2025-26 is part of
the Annual Report. There was no qualification,
reservation or adverse remark or disclaimer in their
Report. During the year under review, the Auditors did
not report any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed
under Section 134 (3) of the Act.

32. Secretarial Audit Report

The Secretarial Audit as per Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 was carried out by
M/s. VKC & Associates, Practicing Company Secretaries
for the financial year 2025-26.

The report given by the Secretarial Auditors of the
Company and its material subsidiary, HCL Infotech
Limited, forms an integral part of this Board Report.
There was no qualification, reservation or adverse
remark or disclaimer in their Report.

During the year under review, the Secretarial Auditors
did not report any matter under Section 143 (12) of
the Act, therefore no details are required to be
disclosed under Section 134 (3) of the Act.

In terms of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the shareholders
of the Company in its 39^th Annual General Meeting held
on September 17, 2025 approved the appointment of
M/s. VKC & Associates, Practicing Company Secretaries
as the Secretarial Auditors of the Company for a period
of five (5) years from 2025-26 till 2029-30 in compliance
with the provisions of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 vide SEBI notification dated
December 12, 2024 read with provisions of Section 204
of the Companies Act, 2013 &. Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

33. Material Unlisted Subsidiary

In terms of the provisions of the SEBI Listing
Regulations, the Company has a policy for determining
'Material Subsidiary' and the said policy is available on
the Company's website at

https://hclinfosvstems.in/wp-content/uploads/2019/04/Material-Subsidiarv-Policv.pdf

34. Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards as issued and amended by the
Institute of Company Secretaries of India (ICSI), from
time to time.

35. Particulars of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo,
as required under the Companies (Accounts) Rules,
2014

A) Conservation of energy-

(i) the steps taken or impact on conservation of
energy- Although the operations of the
Company are not energy-intensive, the
management has been highly conscious of
the criticality of conservation of energy at all
the operational levels and efforts are being
made in this direction on a continuous basis.
Adequate measures have been taken to
reduce energy consumption, whenever
possible, by using energy-efficient
equipment.

(ii) the steps taken by the company for utilizing
alternate sources of energy- Not Applicable

(iii) the capital investment on energy conservation
equipment's- Not Applicable

B) Technology absorption-

(i) the efforts made towards technology
absorption- Nil

(ii) the benefits derived like product
improvement, cost reduction, product
development or import substitution- Nil

(iii) in case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year)- Nil

(a) the details of technology imported- Not
Applicable

(b) the year of import- Not Applicable

(c) whether the technology been fully
absorbed- Not Applicable

(d) If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof- Not Applicable

(iv) The expenditure incurred on Research and
Development: Nil

C) Foreign exchange earnings and Outflows-

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outflows during the year in terms of actual outflow:

36. Consolidated Financial Statement

In accordance with the Companies Act, 2013 (the Act')
and Accounting Standard (AS) - 21 on Consolidated
Financial Statements read with AS-23 on Accounting
for Investments in Subsidiaries/Associates and AS - 27
on Financial Reporting of Interests in Joint Ventures,
the audited consolidated financial statement is
provided in the Annual Report.

37. Subsidiaries, Joint Ventures and Associate
Companies

During the year under review there is the following
change in the Subsidiary, Joint Ventures and Associate
Companies.

• Pimpri Chinchwad eServices Limited has become
a wholly owned subsidiary with effect from
September 04, 2025.

• Nurture Technologies FZE, a foreign step-down
subsidiary was wound up and dissolved with effect
from April 03, 2025.

Statement pursuant to Section 129(3) of the
Companies Act, 2013, related to Subsidiary
Companies in Form AOC-1 forms part of this
Annual Report.

38. Annual Return

Pursuant to the provisions of Sections 92(3) & 134(3)(a)
of the Act, the Draft Annual Return of the Company
for Financial Year 2025-26 is available on the website
of the Company at https://hclinfosystems.in/investors/

39. Disclosures under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal)
Act, 2013

The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been duly
constituted to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy. The following is a summary of sexual harassment
complaints received and disposed off during the
financial year 2025-26:

• Number of Complaints received- Nil

• Number of Complaints disposed-off- Nil

• Number of Complaints pending- Nil

40. Maternity Benefit Compliance Declaration

The Maternity Benefit Act, 1961 was enacted to
safeguard the employment and well-being of women
during maternity by providing for maternity leave,
benefits, and protection against dismissal or
discrimination on account of pregnancy.

41. Investor Education and Protection Fund (IEPF)

In terms of Section 124(6) of the Companies Act, 2013,
read with Rule 6 of IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('the Rules') (as
amended from time to time), all unpaid or unclaimed
dividends are required to be transferred by the
Company to the IEPF established by the Central
Government, after the completion of seven years.
Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more have
also been transferred to the demat account created
by the IEPF Authority.

There were no unclaimed and unpaid dividends amount
/ the corresponding shares which were due to be
transferred to IEPF during the FY 2025-26.

42. Insider Trading Code

The Code of Conduct to Regulate, Monitor and Report
by Designated Persons and Immediate Relatives is in
compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended ('the PIT
Regulations'). The said Code lays down guidelines for
Designated Persons on the procedures to be followed
and disclosures to be made in dealing with the
securities of the Company and cautions them on
consequences of non-compliance.

The Code of Practices and Procedures of Fair
Disclosures of Unpublished Price Sensitive Information,
including a Policy for the determination of legitimate
purposes, is also in line with the PIT Regulations.
Further, the Company has put in place an adequate
and effective system of internal controls, including
maintenance of a structured digital database, standard
processes to ensure compliance with the requirements
of the PIT Regulations, and to prevent insider trading.

43. General

The Board of Directors of the Company states that no
disclosure or reporting is required in respect of the
following items, as there were no transactions on these
items during the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

3. The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees.

4. There was no significant or material order passed
by the regulators or courts or tribunals impacting
the going concern status and Company's
operations in future.

5. Details of the Employees Stock Option Scheme
Section as required under Section 62(1)(b) of the
Act read with rule 12(9) of Companies (Share
capital and debentures) Rules,2014.

6. There is no change in the nature of the business
of the Company.

7. There are no material changes or commitments, if
any, affecting the financial position of the
Company.

8. The Company is not required to maintain cost
records as per sub-section (1) of Section 148 of
the Companies Act, 2013.

9. No application was made or pending against the
Company under Insolvency and Bankruptcy Code,
2016 (IBC).

10. There has been no case of one-time settlement
with Bank or Financial Institution during the year
as per rule Companies (Accounts) Rules, 2014
hence no requirement to provide the details of
difference between amount of the valuation done
at the time of one-time settlement and the
valuation done while taking loan from the Banks
or Financial Institutions along with the reasons
thereof.

44. Acknowledgements

The Directors place on record their appreciation for
the continued co-operation extended by all
stakeholders including various departments of the
Central and State Government, Shareholders, Investors,
Bankers, Financial Institutions, Customers, Dealers and
Suppliers.

The Board also places on record its gratitude and
appreciation for the committed services of the
executives and employees of the Company.

On behalf of the Board of DirectorsNikhil Sinha Pawan Kumar Danwar

Director Director

DIN: 01174807 DIN: 06847503

Place: Noida

Date: May 20, 2026