Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Nov 07, 2025 >>   ABB 5013.8 [ -4.01 ]ACC 1842.2 [ 0.39 ]AMBUJA CEM 558.75 [ 0.01 ]ASIAN PAINTS 2618.55 [ 0.52 ]AXIS BANK 1223.25 [ -0.43 ]BAJAJ AUTO 8724.2 [ 0.09 ]BANKOFBARODA 289.1 [ 0.98 ]BHARTI AIRTE 2001.1 [ -4.46 ]BHEL 263.7 [ 1.44 ]BPCL 367.05 [ -0.24 ]BRITANIAINDS 6160.55 [ 2.52 ]CIPLA 1504.45 [ 0.29 ]COAL INDIA 376.15 [ 0.82 ]COLGATEPALMO 2167.95 [ -0.19 ]DABUR INDIA 518.8 [ -0.93 ]DLF 759.85 [ 0.22 ]DRREDDYSLAB 1205.3 [ 0.02 ]GAIL 180.5 [ 0.84 ]GRASIM INDS 2723.75 [ 0.81 ]HCLTECHNOLOG 1512.3 [ -0.92 ]HDFC BANK 982.9 [ -0.16 ]HEROMOTOCORP 5295.8 [ -0.53 ]HIND.UNILEV 2414.5 [ -0.89 ]HINDALCO 790.4 [ 0.30 ]ICICI BANK 1342.75 [ 1.69 ]INDIANHOTELS 692.15 [ -0.72 ]INDUSINDBANK 796.85 [ 1.35 ]INFOSYS 1477.35 [ 0.76 ]ITC LTD 404 [ -0.81 ]JINDALSTLPOW 1069.55 [ 2.18 ]KOTAK BANK 2089.15 [ 0.28 ]L&T 3881.65 [ 0.02 ]LUPIN 1971.5 [ 0.79 ]MAH&MAH 3691.6 [ 2.03 ]MARUTI SUZUK 15478.1 [ 0.16 ]MTNL 40.83 [ -0.73 ]NESTLE 1260.9 [ -0.63 ]NIIT 101.1 [ 2.07 ]NMDC 74.28 [ 1.60 ]NTPC 326.15 [ -0.17 ]ONGC 251.95 [ 0.20 ]PNB 122.45 [ 1.62 ]POWER GRID 272 [ 0.67 ]RIL 1478.25 [ -1.17 ]SBI 955.95 [ -0.50 ]SESA GOA 515 [ 2.02 ]SHIPPINGCORP 266.5 [ 2.24 ]SUNPHRMINDS 1692.75 [ 0.42 ]TATA CHEM 858.1 [ -1.73 ]TATA GLOBAL 1165.6 [ -1.89 ]TATA MOTORS 405.65 [ -0.54 ]TATA STEEL 181.45 [ 2.37 ]TATAPOWERCOM 393.4 [ 0.45 ]TCS 2992.35 [ -0.62 ]TECH MAHINDR 1387.15 [ -1.90 ]ULTRATECHCEM 11850.6 [ -0.47 ]UNITED SPIRI 1428.65 [ 0.88 ]WIPRO 236.5 [ -1.46 ]ZEETELEFILMS 98.85 [ -0.90 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 500179ISIN: INE236A01020INDUSTRY: IT Equipments & Peripherals

BSE   ` 15.13   Open: 16.24   Today's Range 15.10
16.24
-0.67 ( -4.43 %) Prev Close: 15.80 52 Week Range 11.78
24.39
Year End :2025-03 

Your Board of Directors are pleased to present the Thirty Ninth (39th) 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, 2025.

Financial Highlights

The summary of the financial performance of the Company for the Financial Year ended March 31, 2025, as compared to
the previous year is as below:

Particulars

Consolidated

Standalone

2024-25

2023-24

2024-25

2023-24

Net Sales and other income

5,007.86

6,199.29

1084.35

1,783.89

Loss before exceptional items Interest, depreciation and tax

(2,630.10)

(2,686.89)

(1,419.17)

(1,151.18)

Finance charges

17.25

37.35

17.25

43.24

Depreciation and amortization

47.45

53.92

47.45

52.81

Exceptional items gain/(Loss)

583.88

1,196.36

(701.37)

(307.64)

Profit/(Loss) before tax

(2,110.92)

(1,581.60)

(2,185.14)

(1,554.88)

Provision for taxation: current

-

5.76

-

-

Net Profit/(loss) after tax

(2,110.92)

(1,587.36)

(2,185.14)

(1,554.88)

State of Company's Affairs/Performance

The consolidated net revenue and other income of the
Company for the financial year ended March 31,2025, was
' 5,007.86 lakhs as against ' 6,199.29 lakhs during the
previous financial year ended March 31, 2024. The
consolidated loss before tax for the financial year ended,
March 31, 2025, was ' 2,110.92 lakhs as against loss of
' 1,581.60 lakhs during the previous financial year ended
March 31, 2024.

The net revenue and other income on standalone basis for
the financial year ended, March 31, 2025, was ' 1,084.35
lakhs as against ' 1,783.89 lakhs during the previous
financial year ended March 31, 2024. The loss before tax
for the financial year ended, March 31,2025, was ' 2,185.14
lakhs as against loss of ' 1,554.88 lakhs during the previous
financial year ended March 31, 2024.

Dividend

Your Board of Directors do not recommend any dividend
for the financial year 2024-25.

Operations

A detailed analysis and insight into the financial
performance and operations of your Company for the year
ended March 31, 2025, is provided in the Management
Discussion and Analysis, forming part of the Annual Report.

Share Capital

As on March 31, 2025, the authorized share capital of the
Company stands at ' 1,756,000,000 (Rupees One Hundred
Seventy-Five Crores Sixty Lakhs Only) divided into (i) 853,

000, 000 (Eighty-Five Crores and Thirty Lakhs) equity shares
having a face value of ' 2 each and (ii) 500,000 (Five Lakhs)
Preference Shares having a face value of ' 100 each.

As on March 31, 2025, the issued and subscribed share
capital stands at ' 658,421,856 (Indian Rupees Sixty-Five
Crores Eighty-Four Lakhs Twenty-One Thousand Eight
Hundred and Fifty-Six only) divided into 329,210,928 (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, 2025, paid up equity share capital stands
at ' 658,419,856 (Indian Rupees Sixty-Five Crores Eighty-
Four Lakhs Nineteen Thousand Eight Hundred and Fifty-
Six only) divided into 329,209,928 (Thirty-Two Crores
Ninety-Two Lakhs Nine Thousand Nine Hundred and
Twenty-Eight) equity shares of face value of ' 2 each.

Transfer to Reserves

In view of losses, no amount is proposed to be transferred
to the general reserve of the Company.

Credit Rating

The Company has following credit ratings:

S.

No.

Facilities

(? in Lakhs)

Rating

1

Long-term/short
term bank facilities

11,687

CARE BBB ;
Stable/CARE A2

2

Long-term/short
term bank facilities

6,500

CARE AA- (CE);
Stable/ CARE
A1 (CE)) #

unconditional and irrevocable corporate guarantee
provided by HCL Corporation Private Limited, the promoter
Company.

Deposits

Your Company has not accepted/renewed any deposits
from the public during the year and there were no deposits
outstanding either at the beginning or at the end of the
year.

Listing

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

Stock Exchange(s) where HCL

Scrip Symbol/

Infosystems Limited shares are listed

Code

National Stock Exchange of

HCL-INSYS

India Limited (NSE)

BSE Limited (BSE)

500179

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

Board of Directors & Key Managerial Persons (KMP)

As on March 31,2025, the composition of the Board ol
Directors ("Board") is as follows:

Sr.

No

Name of the
Director

Category

1

Dr. Nikhil Sinha

Chairman of the Board
(Independent Director)

2

Ms. Ritu Arora

Independent Director

3

Mr. Kirti Kumar
Dawar

Independent Director

4

Mr. Raghu
Venkat Chivukula

Independent Director

5

Mr. Neelesh
Agarwal

Non-Executive
Non-Independent Director

6

Mr. Pawan
Kumar Danwar

Non-Executive
Non-Independent Director

7

Ms. Rita Gupta

Non-Executive
Non-Independent Director

The Board is duly constituted with non- executive directors.

Ms. Rita Gupta has been appointed as an additional director
(Non-executive & non-independent), liable to retire by
rotation on the Board of the Company w.e.f. 7th February
2025.

Ms. Rita Gupta has been appointed as director, w e.f. 22nd
March 2025 with the approval of shareholders of the
Company by way of postal ballot.

Ms. Ritu Arora has ceased to be an Independent and Non¬
Executive Director with effect from 5th April 2025 upon
completion of her second tenure.

The requisite certificate(s) from the practicing company
secretary confirming that none of the directors of the
Company have been debarred or disqualified from being
appointed or continuing as directors of the Company by
Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such authority is attached to the
corporate governance report.

Key Managerial Persons

During the under review, Ms. Komal Bathla resigned from
the position of Company Secretary & Compliance Officer
w.e.f. the closing hours of 25th February 2025.

As on March 31,2025 below are the Key Managerial
Personnel.

Mr. Alok Sahu

Chief Financial Officer

Mr. Raj Kumar Sachdeva

Manager

Ms. Twinkle Monga appointed as a Company Secretary &
Compliance Officer w.e.f 23rd May, 2025. The said
appointment is done in accordance with the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mr.
Neelesh Agarwal, retires from office by rotation at the
ensuing thirty-nine Annual General Meeting and being
eligible, has offered himself for re-appointment. A brief
resume, details of expertise and other directorships/
committee memberships held by him, form part of the
notice convening the thirty-nine Annual General Meeting.

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.

Postal Ballot

During the year under review, the Company conducted
postal ballot for the following matter as follows:

Appointment of Ms. Rita Gupta (DIN:00899240) as Non¬
Independent and Non-Executive Director of the
Company liable to retire by rotation
.

The board of directors have appointed CS Vineet K
Chaudhary, Managing Partner of M/s VKC & Associates,
Practicing Company Secretary having membership No
F5327 and CP No 4548 and in case of his failure, CS Mohit
K Dixit having membership no F12361 and CP No. 17827
Partner of M/s VKC & Associates,, a Practicing Company
Secretary, 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 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 and 09/2024 dated September 19 2024 issued by the Ministry of Corporate Affairs ("MCA Circulars")

Mode

Total Valid Votes

Votes in Favor

Votes Against

Voters

No of
votes

Voters

No of
votes

%

Voters

No of
votes

%

Postal Ballot (Remote e-voting)

519

207288303

469

207235519

99.975

50

52784

0.025

Committees of Board

Currently, the Board has 4 (Four) Committees: Accounts and
Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, and Finance
Committee. A detailed note on Committees is provided in
the Corporate Governance Report and forms part of the
Annual Report.

Composition of Accounts and Audit Committee

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

Name

Category

Dr. Nikhil Sinha
(Chairperson)

Independent & Non-executive

Ms. Ritu Arora*

Independent & Non-executive

Mr. Raghu Venkat
Chivukula

Independent & Non-executive

Mr. Kirti Kumar Dawar

Independent & Non-executive

Mr. Pawan Kumar

Non-Independent

Danwar

& Non-executive

* Ms. Ritu Arora has ceased to be an Independent and Non¬
Executive Director with effect from 5th April 2025 upon
completion of her second tenure.

The Board had accepted all the recommendations of the
Accounts and Audit Committee during the financial year
2024-25.

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 134 read
with Schedule IV of the Companies Act, 2013 and Regulation
17(10) of 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, the Committees of the
Board, and each individual Director.

The Company had appointed an external agency conduct
the evaluation of the board, committees and individual
directors including independent directors, as per the
assessment criteria and norms designed by the Company's
Human Resource Department and approved by the Board's

Nomination and Remuneration Committee. The evaluation
reports were reviewed by an Independent HR consultant,
who shared the results with the Board Chairman - Dr. Nikhil
Sinha.

Independent Directors in their separate meeting held on
7th February, 2025 reviewed the performance of Non
Independent Directors and the Board as a whole. They also
reviewed the performance of the Chairperson of the
Company.

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 (Executive, Non-Executive and
Independent), Key Managerial Personnel (KMPs), Senior
Management and other Employees of your Company. The
policy specifies the criteria for appointment 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://hclinfosystems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration policy.pdf

Board Meetings

During the financial year 2024-25, 4 (Four) 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, SEBI Listing Regulations and
applicable secretarial standards.

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.

Corporate Governance

The Company is committed to adhere 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 of conditions of Corporate
Governance as stipulated under SEBI Listing Regulations,
2015 form part of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) 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 31st March 2025, 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 31st March
2025 and of the profit and loss of the Company for
that period;

• the directors had 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 were 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.

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.

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:
NA*

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

b) The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Manager, Company Secretary in the
financial year:

S.

No.

Name

Designation

%age increase in
remuneration#

1.

Mr. Alok Sahu

Chief Financial
Officer

7%

2.

Mr. Raj Kumar
Sachdeva

Manager

7%

3.

Ms. Komal
Bathla*

Company

Secretary

14%

*Ms. Komal Bathla - Resigned from position w.e.t. closing

hour of 25th February, 2025

# Calculated on cost to the Company basis.

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

There was an increase of 12% in the median
remuneration of the employees in the financial year
2024-25.

(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 116.

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

The average percentage increase in the salaries of
employees in the financial year 2024-25 is 8%.

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

The Company affirms 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 the registered
office of the Company.

Particulars of Loans, Guarantees or Investments

The Details of Loans, Guarantees and Investments 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.

Related Party Transactions

During the financial year 2024-25, all the related party
transactions entered into by the Company were in the
ordinary course of business and at arm's length basis. The
Company had not entered into any contract / arrangement
/ transaction with related parties which could be considered
material in accordance with the policy of the Company on
materiality of related party transactions. The Company has
employed an external firm of Chartered Accountants to
review and evaluate the basis of such agreements 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 at the following web link:

https://hdinfosvstems.in/wp-content/uploads/2Q16/Q9/Related-Partv-transaction policy.pdf

The details of the related party transactions as required
under the Act and the Rules are attached in Form AOC-2 as
Annexure 1.

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 regards 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 compliances, IT processes,
safeguarding of assets and their protection against
unauthorized 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.

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.

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, 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 assessed at

https://www.hclinfosystems.in/wp-content/uploads/2016/09/Whistleblower Policy new.pdf
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 in 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.

Auditors & Auditors' Report

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

The report given by M/s BSR & Associates LLP, Chartered
Accountants, on the financial statements of the Company
for the financial year 2024-25 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.

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 2024-25.

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

During the year under review, the Secretarial Auditor 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.

In terms of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel
Rules, 2014, the Accounts & Audit Committee
recommended and the Board of Directors appointed M/s
VKC & Associates, Practicing Company Secretaries as the
Secretarial Auditor of the Company for a period of further
five years from 2025-26 to 2029-30 subject to the approva
of the shareholders in the Annual General Meeting ir
compliance with the amended 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.

The Company has received their written consent that the
appointment is in accordance with the applicable provisions
of the Act and rules framed thereunder.

Material Unlisted Subsidiary

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

https://www.hclinfosvstems.in/wp-content/uploads/2019/04/Materail-subsidiarv-policv.pd'

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.

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 ol
energy; Although the operations of the Company
are not energy-intensive, the management has
been highly conscious of the criticality ol
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; NA

(iii) the capital investment on energy conservation
equipment's; NA

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- NA

(b) the year of import; - NA

(c) whether the technology been fully absorbed-
NA

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof-
NA and

C) The expenditure incurred on Research and
Development:
NIL

D) Foreign exchange earnings and Outgo-

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

Particulars

F.Y. 2024-25

Foreign exchange earnings

-

Foreign exchange outgo

214.08

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
n Subsidiaries/Associates/JVs and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited
onsolidated financial statement is provided in the Annual
Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review there is no change in the Joint
Ventures and Associate Companies of the Company.

Statement pursuant to Section 129(3) of the Companies
Act, 2013 related to Subsidiaries Companies and Joint
Venture in Form AOC-1 forms part of this annual report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) r/w/ Section
92(3) of the Act, the annual return is posted on the
Company's website and can be accessed at

ittps://hclinfosystems.in/wp-content/uploads/2025/05/Annual-Return-2024-25.pdf.

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. During the financial year 2024-25, no
complaints were received by the Company related to sexual
harassment.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('the Rules'), 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/ IEPF suspense account during the financial year
2024-25.

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-compliances.

The Code of Practices and Procedures of Fair Disclosures
of Unpublished Price Sensitive Information including a
Policy for 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 structured digital
database, standard processes to ensure compliance with
the requirements of the PIT Regulations to prevent insider
trading.

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.

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 Directors

Raghu Venkat Chivukula Pawan Kumar Danwar

(Director) (Director)

DIN : 00520704 DIN : 06847503

Place : Noida
Date : 23rd May 2025