Integrated Governance

HFCL LIMITED

General information about company

Scrip code	500183
NSE Symbol	HFCL
MSEI Symbol	NOTLISTED
ISIN	INE548A01028
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Quarterly
Date of Quarter Ending	31-12-2024
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	true
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	false	N/A
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	false	N/A
Risk management committee	true
Market Capitalisation as per immediate previous Financial Year	Top 500 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	h00074
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Textual Information(1)

Whether the listed entity has a Regular Chairperson

false

Whether Chairperson is related to MD or CEO

false

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

Category 1 of directors

Category 2 of directors

Category 3 of directors

Whether the director is disqualified?

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]

Date of passing special resolution

Initial Date of appointment

Date of Re-appointment

Date of cessation

Tenure of director(in months)

No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)

No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)

Reason for Cessation

Notes for not providing PAN

Notes for not providing DIN

Mahendra Nahata

Executive Director

Chairperson

false

Active

11-05-1987

Arvind Kharabanda

Non-Executive - Non Independent Director

Not Applicable

false

Active

Yes

30-09-2024

31-10-2004

Ranjeet Mal Kastia

Non-Executive - Non Independent Director

Not Applicable

false

Active

Yes

30-09-2023

07-02-1996

Mrs

Tamali Sengupta

Non-Executive - Independent Director

Not Applicable

false

Inactive

24-12-2018

24-12-2021

24-12-2024

Tenure Completion

Bharat Pal Singh

Non-Executive - Independent Director

Not Applicable

false

Active

21-01-2020

21-01-2023

59.11

Ajai Kumar

Non-Executive - Independent Director

Not Applicable

false

Active

25-11-2021

25-11-2024

37.06

Mrs

Bela Banerjee

Non-Executive - Independent Director

Not Applicable

false

Active

17-12-2024

0.15

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Textual Information(1)

Since BoD of the Co has not appointed any person as regular Chairperson, the BoDs elect Chairperson among themselves in its each Meeting. Mr Nahata was elected as the Chairperson of the Board Meeting held on 21.10.24. Mrs. Tamali Sen Gupta has completed her second term as an ID and ceased to be a director of the Co wef 24.12.24. Mrs. Bela Banerjee was appointed as a Non-executive Independent Director w.e.f 17.12.2024.

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Bharat Pal Singh	Non-Executive - Independent Director	Chairperson	21-01-2020
2	Ajai Kumar	Non-Executive - Independent Director	Member	27-08-2024
3	Arvind Kharabanda	Non-Executive - Non Independent Director	Member	31-10-2004
4	Tamali Sengupta	Non-Executive - Independent Director	Member	08-02-2019	17-12-2024
5	Bela Banerjee	Non-Executive - Independent Director	Member	17-12-2024

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Ajai Kumar	Non-Executive - Independent Director	Chairperson	27-08-2024
2	Bharat Pal Singh	Non-Executive - Independent Director	Member	21-01-2020
3	Arvind Kharabanda	Non-Executive - Non Independent Director	Member	21-01-2020

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Arvind Kharabanda	Non-Executive - Non Independent Director	Chairperson	31-10-2004
2	Ranjeet Mal Kastia	Non-Executive - Non Independent Director	Member	27-01-2001
3	Tamali Sengupta	Non-Executive - Independent Director	Member	01-04-2019	17-12-2024
4	Bela Banerjee	Non-Executive - Independent Director	Member	17-12-2024

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	Mahendra Nahata	Executive Director	Chairperson	17-10-2014
2	Arvind Kharabanda	Non-Executive - Non Independent Director	Member	17-10-2014
3	Bharat Pal Singh	Non-Executive - Independent Director	Member	10-05-2021

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	02-09-2024			true	6	6	3
2	21-10-2024	48		true	6	6	3

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	30-08-2024				true	4	4	3	0
2	Audit Committee	21-10-2024	51			true	4	4	3	0
3	Audit Committee	26-11-2024	35			true	4	4	3	0

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	MANOJ BAID
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Signatory Details

Name of signatory	MANOJ BAID
Designation of person	Company Secretary and Compliance Officer
Place	NEW DELHI
Date	22-01-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		30
No. of investor complaints disposed off during the Quarter		29
No. of investor complaints those remaining unresolved at the end of the Quarter		1

Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies					Textual Information(1)
Sr.No.	Name of the unlisted company in which shares or voting rights have been acquired	Date of acquisition	Aggregate holding (% shares or voting rights) as at the end of the previous quarter	% shares or voting rights acquired during the quarter	Aggregate holding (% shares or voting rights) as at the end of the quarter
1	HFCL Pty Limited	28-10-2024	0.00	100.00	100.00

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Textual Information(1)

HFCL B.V., a wholly owned subsidiary of HFCL Limited in Netherlands, has acquired 100% stake in HFCL Pty Limited, a company registered in Australia. Consequently, HFCL Pty Limited, has become a wholly owned subsidiary of HFCL B.V. and also a step-down wholly owned subsidiary of the Company. This acquisition does not fall within related party transaction.