HCL Infosystems Ltd

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.

Financial highlights

• Quarter ended June 30, 2026 revenue: Rs 417.55 Lakhs.
• Revenue declined QoQ from Rs 528.20 Lakhs due to one-time items: Rs 69.86 Lakhs and Rs 40.79 Lakhs.
• Loss before tax: Rs 1,668.08 Lakhs; higher than Rs 1,316.72 Lakhs in prior quarter.
• Legal, professional expenses: Rs 601.70 Lakhs in the quarter.

Arbitration and costs

• Arbitration proceedings initiated against several customers to recover dues.
• Costs on projects, regulatory obligations, litigations, and GST input tax credit provisioning.

Tax and regulatory updates

• Supreme Court quashed Rs 1,490 Lakhs income tax demand.
• Tax refunds received: Rs 2,660 Lakhs, mainly VAT refunds for batteries in Rajasthan.

Financial results approved

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026; limited review conducted.

AGM notice

• Notice for the 40th AGM approved; to be held 16 September 2026 via VC/OAVM.

Going concern and auditor remarks

• Auditors note material going-concern uncertainty; conclusion not modified.

Labour Codes impact

• New Labour Codes impact: one-time employee-benefit provision; standalone Rs 77L; consolidated Rs 166L.

Promoter support arrangements

• Lien on HCL Corporation Private Limited fixed deposits utilised Rs 11,960 lakhs for HCL Infosystems.
• Promoter group HCL Capital Private Limited to provide up to Rs 150,000 lakhs; utilised Rs 35,500 lakhs.

NCD issuance

• Issued 3,550,000 NCDs of Rs 1,000 to promoter group; 0.001% coupon; 10-year tenor; repayment option after 12 months.

UIDAI arbitration and customer disputes

• Final UIDAI arbitration award of Rs 10,281 lakhs; not recognised pending finality.
• Arbitration proceedings initiated against several customers to recover dues.

Balance sheet and liquidity

• Standalone current liabilities exceed assets by Rs 44,974 lakhs; consolidated Rs 47,837 lakhs.