HFCL LIMITED — Proxy Solicitation & Information Statement 2026

Feb 11, 2026

==> picture [573 x 109] intentionally omitted <==

HFCL/SEC/25-26 February 11, 2026

	The BSE Ltd. 1stFloor, New Trading Wing, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400001 corp.relations@bseindia.com Security Code No.: 500183		The National Stock Exchange of India Ltd. Exchange Plaza, 5thFloor, C – 1, Block G Bandra – Kurla Complex, Bandra (E) Mumbai – 400051 cmlist@nse.co.in Security Code No.: HFCL

RE: Disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”).

Subject: Notice of Postal Ballot and details of Remote e-Voting.

Dear Sir(s)/ Madam,

In terms of Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations, we hereby enclose the Notice of Postal Ballot (“Notice”) dated February 03, 2026 for seeking approval of the eligible members of the Company for passing the following resolution by means of Postal Ballot, only by way of Remote e-Voting process:

Sr. No.	Description of Resolution	Type of Resolution
1	Appointment of Mr. Anil Narendra Shah (DIN: 01844485), as a Non- Executive Independent Director of the Companyfor first term.	Special

Please note that in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) , for conducting Postal Ballot through Remote e-Voting vide its General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 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 (“MCA Circulars”) , the Notice is being sent through electronic mode only to the members whose e-mail IDs are registered with depositories/ depository participants/ the Company/ the Registrar and Share Transfer Agent (“RTA”) , whose names appear in the Company’s Register of Members/Beneficial Owners maintained by depositories, as on the cutoff date i.e., Friday, February 06, 2026 . The dispatch of the Notice will be completed today i.e., February 11, 2026 and the same will also be disseminated on the websites of the Company at www.hfcl.com, and the Stock Exchanges i.e. the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) .

The assent or dissent of the above resolution can be communicated by the members through the Remote e- Voting process. The key details with respect to the Remote e-Voting are provided below:

S. No.	Particulars		Details
1.	Time Period for Remote e-Voting		Commencement of Remote e-Voting: 09:00 A.M. IST on Saturday, February 14, 2026 End of Remote e-Voting: 05:00 P.M. IST on Sunday, March 15, 2026

Regd. Office & Works : 8, Electronics Complex, Chambaghat, Solan-173213 (H.P.) Tel: (01792) 230644, 230645, 230647 Fax: (01792) 231902 Corporate Identity Number: L64200HP1987PLC007466

==> picture [573 x 109] intentionally omitted <==

2.	Process for updating the e-mail id		Physical Mode– Write to the Company at secretarial@hfcl.com; and/or RTA at admin@mcsregistrars.com. Dematerialized Mode- Write to respective depository participant(s).
3.	Contact detail to resolve any queries related to Remote e-Voting		Ms. Pallavi Mhatre, Assistant Vice-President National Securities Depository Limited 3rd Floor, Naman Chamber, Plot C-32, G-Block Bandra Kurla Complex, Bandra East Mumbai, Maharashtra – 400051 Designated email address: evoting@nsdl.com Telephone no. 022-4886 7000
4.	Company’s Contact details		Mr. Manoj Baid President & Company Secretary 8, Commercial Complex, Masjid Moth, Greater Kailash – II New Delhi – 110048 Tel: +91-11-3520 9400 Fax: +91-11-292 26015 Email: secretarial@hfcl.com
5.	Scrutinizer to scrutinize Remote e- Voting process		Mr. Baldev Singh Kashtwal,Practicing Company Secretary having Membership No. FCS 3616, C.P. No. 3169 and Peer Review Certificate No. 1205/2021, having office at 106, 1stFloor, Madhuban Tower, A-1, V.S. Block, Shakarpur Crossing, Delhi – 110092.

You are requested to take the above information on records and upload the same on your respective websites.

Thanking you.

Yours faithfully, For HFCL Limited

Digitally signed MANO by MANOJ BAID Date: 2026.02.11 J BAID 16:10:19 +05'30'

(Manoj Baid)

President & Company Secretary

Encl.: Notice of Postal Ballot

Regd. Office & Works : 8, Electronics Complex, Chambaghat, Solan-173213 (H.P.) Tel: (01792) 230644, 230645, 230647 Fax: (01792) 231902 Corporate Identity Number: L64200HP1987PLC007466

HFCL LIMITED Registered Office: 8, Electronics Complex, Chambaghat, Solan – 173213 (Himachal Pradesh) Tel: +91-1792-230644; Fax : +91-1792-231902; Website : www.hfcl.com; E-mail: secretarial@hfcl.com (Corporate Identity Number: L64200HP1987PLC007466)

POSTAL BALLOT NOTICE

E-VOTING STARTS ON FEBRUARY 14, 2026 (09:00 A.M. IST) E-VOTING ENDS ON MARCH 15, 2026 (05:00 P.M. IST)

Dear Member(s),

Notice is hereby given that the resolution set out below is proposed to be passed by the shareholders of HFCL Limited (“Company”) by means of Postal Ballot through remote e-Voting only, pursuant to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter-alia , for conducting Postal Ballot through remote e-Voting vide its General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 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 (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard - 2 on General Meetings, issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any.

The statement pursuant to the provisions of Section 102(1) of the Act setting out all material facts relating to the resolution proposed in this Postal Ballot Notice and additional information as required under the SEBI Listing Regulations is annexed.

In compliance with the aforesaid provisions and the MCA Circulars, this Postal Ballot Notice (“Notice”) is being sent only through electronic mode to all its shareholders whose email addresses are registered with the Company/ Registrar & Share Transfer Agent (“RTA”) or Depositories as on February 06, 2026 (“Cut-off date”) and the communication to assent/dissent of the shareholders on the resolution proposed in this Notice will only take place through the remote e-Voting system. If your email address is not registered with the Company/ RTA /Depositories, please follow the process provided in the notes to this Notice.

Further, in compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the shareholders for this Postal Ballot.

The Board of Directors of the Company at its meeting held on February 03, 2026 has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary having Membership No. FCS 3616, C.P. No. 3169 and Peer Review Certificate Number 1205/2021 as Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules and Regulation 44 of the SEBI Listing Regulations and the MCA Circulars, the Company has engaged the services of National Securities Depository Limited ( “NSDL” ) to provide remote e-Voting facility to all its shareholders.

Shareholders are requested to refer the instructions for remote e-Voting given in the notes to this Notice for the process and manner in which remote e-Voting is to be carried out.

Item No. 1 - Appointment of Mr. Anil Narendra Shah (DIN: 01844485), as a Non-Executive Independent Director of the Company for first term

To appoint Mr. Anil Narendra Shah (DIN: 01844485) as a Non-Executive Independent Director of the Company for a first term of three consecutive years and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 160 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “ Act ”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17(1C) and Regulation 25(2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] and any other applicable provisions if any,

and on the recommendation of the Nomination, Remuneration and Compensation Committee and the Board of Directors of the Company, Mr. Anil Narendra Shah (DIN: 01844485), who was appointed as an Additional Director (Non-Executive Independent) not liable to retire by rotation, by the Board of Directors, pursuant to Section 161(1) of the Act and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom, the Company has received a notice in writing under Section 160(1) of the Act, from a member, signifying his intention to propose Mr. Anil Narendra Shah’s candidature for the office of Director (Non-Executive Independent), be and is hereby appointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, for a first term of three consecutive years commencing from January 21, 2026 up to January 20, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee), be and are hereby authorised to do all such acts, deeds, matters, things and to take all such steps as may be considered necessary or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.”

Registered Office: 8, Electronics Complex, Chambaghat Solan-173213 (H. P.)

By Order of the Board

Place: New Delhi Date: February 03, 2026

(Manoj Baid) President & Company Secretary Membership No: FCS 5834

NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) setting out the material facts and reasons is annexed herewith.

2. MCA vide its relevant circulars, have permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through the process of remote e-Voting only.

3. Shareholders may note that this Postal Ballot Notice will also be available on the Company’s website at www.hfcl.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of National Securities Depository Limited ( “NSDL” ) at https://www.evoting.nsdl.com.

4. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, February 06, 2026 (“Cut-off date” ) will be considered for the purpose of reckoning the voting rights and sending the Notice. A person who is not a Member of the Company as on the Cut-off date, should treat this Notice for information purpose only. In this Notice, the term member(s) or shareholder(s) are used interchangeably.

5. Pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and Regulation 44 of the SEBI Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, as amended (“SEBI Master Circular”) , the Company has engaged NSDL to provide remote e-Voting facility for its shareholders. The remote e-Voting facility is available at the link at www.evoting.nsdl.com. Members are requested to read carefully the related notes to this Postal Ballot Notice and instructions given thereunder.

6. The remote e-Voting period will commence on Saturday, February 14, 2026 at 09.00 A.M. (IST) and ends on Sunday, March 15, 2026 at 05.00 P.M. (IST) (inclusive of both days). The remote e-Voting module shall be disabled by NSDL for voting thereafter.

7. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Friday, February 06, 2026 .

8. The Scrutiniser shall, immediately after the completion of the scrutiny of the remote e-Voting, within 2 (two) working days from the end of the remote e-Voting period, submit a Scrutiniser’s Report of the total votes cast in favour and against the resolution and whether the resolution has been carried or not, to the Managing Director/Chairman or a person authorised by him in writing.

9. The result declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.hfcl.com and on the website of NSDL www.evoting.nsdl.com, immediately after the result is declared. The Company shall simultaneously forward the results to the BSE Limited and the National Stock Exchange of India Limited, where the securities of the Company are listed.

10. The resolution, if passed by the requisite votes, shall be deemed to have been passed as if the same has been passed at a general meeting of the shareholders convened in that behalf. The resolution, if approved by the requisite votes of shareholders by means of Postal Ballot (i.e., remote e-Voting), shall be deemed to have been passed on the last date specified by the Company for remote e-Voting, i.e. Sunday, March 15, 2026.

11. All documents referred to in the Notice and Statement are available for inspection by the shareholders on all working days except Saturdays, Sundays and National Holidays between 10:00 A.M. (IST) and 12:00 Noon (IST) from the date of dispatch of the Notice up to the last date of remote e-Voting i.e. March 15, 2026. Any Member interested in inspection may write to secretarial@hfcl.com.

12. Shareholders who are holding shares in physical form and their e-mail addresses are not registered with the Company are requested to register their e-mail addresses at the earliest with the Company’s Register and Share Transfer Agent (“RTA”) . Shareholders holding shares in demat form can update their email address with their Depository Participants.

13. The relevant details of the Director seeking appointment in respect of business under Item no. 1 as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “Secretarial Standard-2” ) are annexed hereto.

14. As required under Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one in vernacular language in that district in which registered office of the Company is situated.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned hereafter:

Step 1: Access to NSDL e-Voting system:

(A) Login method for e-Voting for Individual shareholders holding securities in demat mode:

• In terms of SEBI Master circular dated January 30, 2026 on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

==> picture [529 x 19] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4. 5.	For OTP based loginyou can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal” orclick at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under‘Shareholder/Member’section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App“NSDL Speed-e”facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [529 x 19] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note : Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

==> picture [507 x 20] intentionally omitted <==

----- Start of picture text -----

Login Type Helpdesk Details
----- End of picture text -----

Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login, can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free no.: 022 – 4886 7000.	Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login, can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free no.: 022 – 4886 7000.	Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login, can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free no.: 022 – 4886 7000.
Individual Shareholders holding securities in demat mode with CDSL Members facing any sending a request at: no. 1800 21 09 911.		technical issue in login, can contact CDSL helpdesk by helpdesk.evoting@cdslindia.com or contact at toll free

• (B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

==> picture [490 x 32] intentionally omitted <==

----- Start of picture text -----

Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or Physical
----- End of picture text -----

(a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.	For example, if your DP ID is IN300 and Client ID is 12*** then
	your user ID is IN30012***.
(b) For Members who hold shares in	16 Digit Beneficiary ID For example if your Beneficiary ID is
demat account with CDSL.	12** then your user ID is 12**
(c) For Members holding shares in	EVEN Number followed by folio number registered with the company.
Physical Form.	For example, if folio number is 001*** and EVEN is 101456 then user ID
	is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. (a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. (b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’ , you need to enter the ‘initial password’ and the system will force you to change your password.

4. (c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a pdf file. Open the pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in ‘ process for those shareholders whose email ids are not registered’ .

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. (a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. (b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. (c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Process to cast your vote electronically on NSDL e-Voting system?

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the Scrutiniser by e-mail to scrutinizer@hfcl.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 – 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice-President, National Securities Depository Ltd., 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051 at the designated email address: evoting@nsdl.com or at telephone no. 022- 48867000.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this Notice:

1. In case shares are held in physical mode please provide folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self- attested scanned copy of Aadhaar Card) by email to secretarial@hfcl.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (selfattested scanned copy of Aadhaar Card) to secretarial@hfcl.com. If you are an individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

4. In terms of SEBI Master circular dated January 30, 2026 on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat accounts in order to access e-Voting facility.

DETAILS OF DIRECTOR PROPOSED TO BE APPOINTED, PURSUANT TO REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND THE SECRETARIAL STANDARD-2 ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

==> picture [529 x 19] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Anil Narendra Shah
----- End of picture text -----

Name of the Director	Mr. Anil Narendra Shah
DIN	01844485
Date of Birth(Age inyears)	January11, 1957(69 Years)
Date of first appointment	January21, 2026
Experience/Expertise in Specific Functional Areas/Brief Resume	Mr. Anil Narendra Shah is a Fellow Member of the Institute of Chartered Accountants of India (FCA) and the Institute of Company Secretaries of India (FCS). He is an Advocate and a Solicitor of England and Wales and is also recognised as an Associate Chartered Secretary and Administrator in the United Kingdom. He is also an Associate of the Institute of Chartered Arbitrators, U.K. Mr. Shah is the Managing Partner of Juris Matrix Partners LLP and brings over four decades of extensive experience in the capital markets and related legal and regulatory domains. His professional journey encompasses significant exposure to complex legal frameworks, including proceedings before the International Court of Arbitration. Over the years, he has presided over and represented clients in numerous private arbitration proceedings in India. His deep understanding of capital market operations and governance is further reflected in his tenure as the former Joint Secretary of Bombay Stock Exchange. Mr. Shah has played an active role in regulatory and market reforms, contributing meaningfully to structural and policy-level developments in Indian stock markets.
Qualification(s)	LL.B, Chartered Accountant and CompanySecretary
Directorship in other companies including listed companies	Nil

Listed entities from which the person has resigned in the past three years	Nil
Chairmanship/ Membership of Committees of other boards	Nil
Shareholding in the listed entity, including shareholders as a beneficial owner	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Not Applicable
No. of Board Meetings held/ Attended	01/01 (Appointed w.e.f. January 21, 2026 and 01 board meeting was convened thereafter)
Details of Remuneration sought to be paid	Except, sitting fee for attending the Board and/or Committee meetings, no other remuneration is payable.
Last Remuneration drawn	Rs. 1,50,000 (Rupees One Lakh Fifty Thousand only) (Towards sitting fee for attending the Board Meeting and Audit Committee Meeting held from January21, 2026 till the date of this Notice)
Disclosure of relationships between directors inter-se	Nil
Terms and conditions of appointment and Remuneration	As mentioned in the Resolution and Statement. Shareholders may also refer Remuneration Policy which is available on the website of the Companyi.e.www.hfcl.com.

STATEMENT PURSUANT TO SECTION 102 THE COMPANIES ACT, 2013 (“ACT”)

The following Statement given hereunder sets out all material facts relating to the Special Business mentioned at Item No. 1 in the accompanying Notice.

ITEM NO. 1

Pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (the “Act” ) and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ) and the Nomination and Remuneration Policy of the Company, the Board of Directors (the “Board” ) of the Company, on recommendation of the Nomination, Remuneration and Compensation Committee (the “NRCC” ) and subject to approval of the members of the Company, appointed Mr. Anil Narendra Shah (DIN: 01844485) as an Additional Director in the category of Independent Director (Non-Executive) for a period of three consecutive years effective from January 21, 2026 to January 20, 2029 and who shall not be liable to retire by rotation.

Pursuant to the provisions of Section 149(10) and other applicable provisions of the Act, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company, and shall be eligible for re-appointment on passing of a special resolution by the company and disclosure of such appointment in Board’s report.

Pursuant to Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

In terms of Sections 149, 152 read with Schedule IV of the Act including the Rules and the SEBI Listing Regulations, on recommendation of the NRCC and subject to approval of the members of the Company, the Board recommended appointment of Mr. Anil Narendra Shah as an Independent Director (Non-Executive) of the Company for the above said period.

In the opinion of the Board of the Company, Mr. Anil Narendra Shah fulfils the conditions specified in the Act and rules made thereunder read with the SEBI Listing Regulations for his appointment as an Independent Director (Non-Executive) of the Company and he is independent of the management.

Mr. Anil Narendra Shah possesses appropriate skills, experience and knowledge required for discharge of his duties as an Independent Director. The Directors are of the view that the vast knowledge and varied experience of Mr. Anil Narendra Shah will be of immense benefit to the Company and accordingly, it is desirable to avail his services as an Independent Director (Non-Executive) of the Company.

Mr. Anil Narendra Shah is a Fellow Member of the Institute of Chartered Accountants of India (FCA) and the Institute of Company Secretaries of India (FCS). He is an Advocate and a Solicitor of England and Wales and is also recognised as an Associate Chartered Secretary and Administrator in the United Kingdom. He is also an Associate of the Institute of Chartered Arbitrators, U.K.

Mr. Shah is the Managing Partner of Juris Matrix Partners LLP and brings over four decades of extensive experience in the capital markets and related legal and regulatory domains. His professional journey encompasses significant exposure to complex legal frameworks, including proceedings before the International Court of Arbitration. Over the years, he has presided over and represented clients in numerous private arbitration proceedings in India.

His deep understanding of capital market operations and governance is further reflected in his tenure as the former Joint Secretary of Bombay Stock Exchange. Mr. Shah has played an active role in regulatory and market reforms, contributing meaningfully to structural and policy-level developments in Indian stock markets.

Mr. Shah has given his consent in form DIR-2 to act as Director in terms of Section 152(5) of the Act and declaration in form DIR-8 that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Act.

Also, in compliance with the SEBI Order dated June 14, 2018 to the Stock Exchanges and further BSE Circular No. LIST/COMP/14/2018-19 and NSE Circular No. NSE/CML/2018/24 both dated June 20, 2018, this is to confirm that Mr. Anil Narendra Shah (DIN: 01844485) has not been debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The Company has received a declaration from Mr. Anil Narendra Shah stating that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Mr. Anil Narendra Shah also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Mr. Shah does not hold any equity share in the Company.

In terms of Section 160 of the Act, the Company has received a notice in writing from a member proposing the candidature of Mr. Anil Narendra Shah to be appointed as an Independent Director (Non-Executive) of the Company.

A copy of the terms and conditions of appointment of independent directors are available for inspection by the Members in physical or electronic form at the Registered Office of the Company between 10:00 A.M. to 12:00 Noon, on all working days (except Saturdays, Sundays and Public Holidays), up to March 15, 2026 and are also available at the website of the Company at https://www.hfcl.com/wp-content/uploads/2021/11/Terms-and-conditions-of-appointment-of-Independent-Directors-10.05.17.pdf

A brief profile of Mr. Anil Narendra Shah to be appointed as a Non-Executive Independent Director is given under the heading “Details of Director proposed to be appointed, pursuant to Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India” or elsewhere in the Notice.

This Statement may also be regarded as a disclosure under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

Accordingly, the Board recommends the appointment of Mr. Anil Narendra Shah as a Non-Executive Independent Director of the Company as set out in Item No. 1 of the Notice for the approval of members by way of a special resolution.

Mr. Anil Narendra Shah is interested in the resolution set out at Item No. 1 of the Notice with regard to his appointment and remuneration payable as a Non-Executive Independent Director. The relatives of Mr. Anil Narendra Shah may be deemed to be interested in the aforesaid resolution to the extent of their shareholding, if any, in the Company.

Save and except the above, none of the other directors and Key Managerial Personnel(s) of the Company and their relatives, is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

Registered Office: 8, Electronics Complex, Chambaghat Solan-173213 (H. P.)

Place: New Delhi Date: February 03, 2026

By Order of the Board

(Manoj Baid) President & Company Secretary Membership No: FCS 5834