HCL Infosystems Ltd

HCL Infosystems Ltd — Trading window closed from October 01, 2026 till 48 hours after the announcement of the unaudited standalone & consolidated financial results for the quarter and half-year ending September 30, 2026.

Litigation update

• Order-in-Appeal dated 15 September 2026 by CGST Appeals Noida partially allowed the Department's appeal.
• It imposed a penalty of ₹80.22 Lakhs under Section 74(1) CGST Act, 2017.
• Company received the Order-in-Appeal on 24 September 2026.
• Previous Order-in-Original dated 01 February 2025 had confirmed tax demand of ₹80.22 Lakhs.
• Disallowance related to CENVAT Credit on various pre-GST Cesses; interest/penalty proposals dropped.
• Company is evaluating legal remedies against the Order-in-Appeal.
• Annexure-A with details of the proceedings is enclosed.

AGM Details

• 40th AGM held on Sep 16, 2026 at 10:30 AM via VC/OAVM.
• Record date: 09-09-2026; total shareholders on record: 192,270.

Resolutions & Outcomes

• Resolution 1: Adoption of Audited Financial Statements, Directors' Report, and Auditors' Report; Passed.
• Resolution 2: Re-appointment of a Non-Executive Independent Director; Passed.
• Resolution 3: Approval of remuneration to Manager; Passed.
• Resolution 4: Approval of material related party transactions with HCL Capital Private Limited; Passed.
• Resolution 5: Approval of material related party transactions with HCL Capital Corporation Private Limited; Passed.

AGM details

• AGM held Sept 16, 2026 at 10:30 A.M. IST via VC/OAVM.
• Remote e-voting ran Sept 13-15, 2026; on-site voting available during AGM.
• Quorum: 138 members attended via VC/OAVM.
• Meeting concluded at 11:40 A.M. IST.

Resolutions placed for vote

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements and reports.
• Resolution 2 (Ordinary): Re-appointment of Pawan Kumar Danwar as Non-Executive, Non-Independent Director.
• Resolution 3 (Special): Approval of remuneration payable to Gaurav Bhalla, Manager.
• Resolution 4 (Ordinary): Entering Material Related Party Transaction with HCL Capital Private Limited.
• Resolution 5 (Ordinary): Entering Material Related Party Transaction with HCL Corporation Private Limited.

Voting status

• Voting results to be submitted to stock exchanges within statutory timelines.

AGM schedule & voting window

• AGM scheduled Sept 16, 2026 at 10:30 AM IST via VC/OAVM.
• Cut-off date for e-voting and attendance is Sept 9, 2026.
• Remote e-voting starts Sept 13, 2026 at 9:00 AM IST.
• Remote e-voting ends Sept 15, 2026 at 5:00 PM IST.

Notice and Annual Report access

• Notice and Annual Report accessible via company website, with explicit web link and path.
• Also hosted on BSE/NSE portals and NSDL e-voting portal.

Shareholder communications

• Shareholders should update email addresses with DPs to receive communications electronically.
• Physical copies of Annual Report available on request from cosec@hclinfosystems.com or RTA.

Financial performance

• Consolidated total income: 5,453.27 lakhs; up from 5,007.86.
• Standalone total income: 1,911.55 lakhs; up from 1,084.35.
• Consolidated net loss after tax: 3,291.45 lakhs.
• Standalone net loss after tax: 3,343.81 lakhs.
• Consolidated gross margin: 275.49 lakhs; prior year 1,772.60.
• Total comprehensive loss: 3,222.85 lakhs.

Capital structure & liquidity

• Borrowings (consolidated): 33,299.17 lakhs as of 31-03-2026.
• Net borrowings: 11,347.31 lakhs; 2025 was 14,863.59.
• Gearing ratio: 914.18% (consolidated).
• Current ratio: 0.34 (standalone).
• Cash and cash equivalents: 927.25 lakhs (year-end).

Related party governance

• RPT with HCL Capital Private Limited up to 1,500 crores; AGM 17-Sep-2025.
• NCDs aggregating 35,500 lakhs issued to HCL Capital Private Limited.
• RPT with HCL Corporation Private Limited up to 500 crores.
• Promoter group support agreements; terms to be determined periodically.
• Audit Committee reviewed related party transactions; Board to shareholders.

Board & governance

• Board comprises six directors; three Independent; one woman director.
• Ritu Arora ceased as Independent Director on 5-Apr-2025.
• Twinkle Monga appointed Company Secretary on 23-May-2025.
• Audit Committee met four times; Nomination & Remuneration met three times.

Risks & going concern

• Going concern risk: net worth eroded; current liabilities exceed assets.
• Promoter group support expected to sustain operations.
• UIDAI arbitration award of 10,281 lakhs not recognised in current results.
• Ongoing litigations and contract losses; reliance on arbitration outcomes.

Dividend & CSR

• Dividend declared/recommended: none for FY2025-26.
• CSR not applicable; average net profits negative for last three years.

AGM & notable actions

• 40th AGM scheduled for 16 September 2026 via VC/OAVM.
• Remote e-voting window: 13-15 September 2026; AGM voting via NSDL.
• Postal ballot: appointment of Mr. Gaurav Bhalla as Manager for five years; approved April 13, 2026; 99.99% in favour.

Judicial outcome

• CESTAT Allahabad allows HCL Infosystems' appeal; sets aside ₹16.67 crore tax demand.

Financial impact

• Tax demand of ₹16.67 crore and related interest/penalty dismissed.

Regulatory status / next steps

• Department retains right to appeal to higher forum.

Litigation details

• Opposing party: Commissioner, CGST Noida; issue: reverse charge on royalty paid outside India.

Judicial outcome

• CESTAT Allahabad, dated August 10, 2026, allowed HCL Infosystems' appeal and set aside ₹22.85 crore demand.
• Original OiO No. 04/Commissioner/ST/Noida/2017-18 dated July 27, 2017 reversed.
• Tax demand of ₹22.85 crore, plus interest and penalties, stands dismissed.
• Department may appeal to higher forum under law.
• Favorable outcome reduces potential cash outflow and may impact service tax exposure.