HFCL MD, chairman, board of directors and AGM
NSE: HFCLBSE: 500183Telecom - ServicesSmall Cap
Share price at the NSE close on 23 Oct 2026. Previous close ₹251.55.
- Under NSE's long-term additional surveillance, stage IV, on the list for 23 Oct 2026. The exchange puts a share here when its price has moved unusually, and trading in it carries extra conditions.
- Delivery only: shares bought must be paid for in full, with no selling on the same day.
- Market capMarket capitalisation. Share price times the number of shares: what the whole company is worth at the day's price. The rank is by average market value over the six months to Jun 2026, among listed companies.
- ₹36,745 Cr400th largest listed
- P/EPrice to earnings, trailing. Market cap divided by the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, after the share of the other owners of its subsidiaries: what investors pay for each rupee of a year's profit. The filing of 19 Oct 2026
- 42.4
- P/BPrice to book. Market cap divided by the net worth that belongs to the company's own shareholders, its assets less everything it owes and less the other owners' share of its subsidiaries, on its latest balance sheet. The filing of 19 Oct 2026
- 6.5
- Dividend yieldDividend yield. Dividends paid per share in the twelve months to the day, as a percentage of the day's share price.
- 0.08%
- ROEReturn on equity. Profit over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, as a percentage of their net worth, the money they have in the business. Net worth is the average of the latest balance sheet and the one a year before it. The filing of 19 Oct 2026
- 17.7%
- ROCEReturn on capital employed. Operating profit after depreciation (revenue less operating expenses and depreciation, without other income and one-off items) as a percentage of all the money the business runs on: the whole group's net worth, the other owners of its subsidiaries included, plus borrowings. Lease liabilities are not counted: the results filings do not state them. The profit is over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly); net worth and borrowings are on the latest balance sheet. The filing of 19 Oct 2026
- 18.3%
- Debt to equityDebt to equity. Borrowings divided by the whole group's net worth, the other owners of its subsidiaries included: rupees borrowed for each rupee of equity in the business. Lease liabilities are not counted: the results filings do not state them. From the balance sheet at the end of Sep 2026. The filing of 19 Oct 2026
- 0.32
- Volume, NSEVolume. Shares traded on the last trading day.
- 95,07,204
HFCL board of directors
At the end of the quarter to Sep 2026, as the company filed it; changes since are in its announcements.Their trades in its shares
- Chairperson and managing directorMahendra Nahata
- Company Secretary and Compliance OfficerMANOJ BAID
6 directors3 independent1 executive2 non-executive
- Mahendra Nahata · Chairperson and managing directorExecutive · joined May 1987 · 1 listed board
- Arvind KharabandaNon-executive · joined Oct 2004 · 1 listed board · 3 committee seats, 1 as chair
- Ranjeet Mal KastiaNon-executive · joined Feb 1996 · 2 listed boards · 1 as independent · 1 committee seat
- Ajai KumarIndependent · joined Nov 2021 · reappointed Nov 2024 · 58 months as independent · 6 listed boards · 6 as independent · 9 committee seats, 5 as chair
- Bela BanerjeeIndependent · joined Dec 2024 · reappointed Dec 2024 · 21 months as independent · 1 listed board · 1 as independent · 4 committee seats
- Anil Narendra ShahIndependent · joined Jan 2026 · reappointed Jan 2026 · 8 months as independent · 1 listed board · 1 as independent · 1 committee seat
An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.
2 directors who left
- Bharat Pal Singh, left 21 Jan 2026: Tenure Completion
- Tamali Sengupta, left 24 Dec 2024: Tenure Completion
Committees and meetings
Who sits on each, and how often they met.Board meeting notices and outcomes
Board
- 14 Sep 20266 of 6 present3 independent · 11 days in between
- 2 Sep 20266 of 6 present3 independent · 28 days in between
- 4 Aug 20266 of 6 present3 independent · 12 days in between
- 22 Jul 20266 of 6 present3 independent · 48 days in between
3 earlier meetings
- 3 Jun 20265 of 6 present3 independent · 19 days in between
- 14 May 20265 of 6 present3 independent · 13 days in between
- 30 Apr 20266 of 6 present3 independent
Audit Committee
Chair Ajai Kumar
Arvind Kharabanda, Bela Banerjee, Anil Narendra Shah
- 2 Sep 20264 of 4 present3 independent · 41 days in between
- 22 Jul 20264 of 4 present3 independent · 12 days in between
- 9 Jul 20264 of 4 present3 independent · 36 days in between
- 2 Jun 20264 of 4 present3 independent · 32 days in between
1 earlier meeting
- 30 Apr 20264 of 4 present3 independent
Nomination and remuneration committee
Chair Ajai Kumar
Arvind Kharabanda, Bela Banerjee
No meeting listed in the filing.
Stakeholders Relationship Committee
Chair Arvind Kharabanda
Ranjeet Mal Kastia, Bela Banerjee
No meeting listed in the filing.
Risk Management Committee
Chair Mahendra Nahata
Arvind Kharabanda, Anil Narendra Shah
No meeting listed in the filing.
Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.
Statutory auditors
Named in the results for the quarter to Mar 2026.
- S Bhandari & Co. LLPPeer-review certificate valid to Jan 2029
- Oswal Sunil & CompanyPeer-review certificate valid to Apr 2027
A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.
HFCL AGM and shareholder votes
Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.HFCL dividend history
Annual general meeting, 29 Sep 2026
7,85,204 shareholders on the register on 22 Sep 2026; present: 6 promoters and 81 others; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and the Auditors thereonOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.03%
Turnout: all 54.98% · promoters 100.00% · institutions 85.55% · other public 12.63%
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 and the report of the Auditors thereonOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.03%
Turnout: all 54.98% · promoters 100.00% · institutions 85.55% · other public 12.63%
- To declare a Dividend of Re.0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of Re.1/- (Rupee One only) for the financial year ended March 31, 2026Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.03%
Turnout: all 55.08% · promoters 100.00% · institutions 85.98% · other public 12.63%
To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270) Director (Non-Executive) aged 79 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointmentMoreLess
Special94.98% for5.02% againstAgainst: promoters 0.00% · institutions 13.20% · other public 0.34%
Turnout: all 55.07% · promoters 100.00% · institutions 85.92% · other public 12.63%
- To approve the material modifications in material related party transactions with HTL Limited, a material subsidiary of the Company for the Financial Year 2026-27OrdinaryPromoters have an interest in it99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.05%
Turnout: all 26.66% · promoters 0.00% · institutions 85.92% · other public 12.38%
- To approve the material related party transactions with HTL Limited, a material subsidiary of the Company for the Financial Year 2027-28OrdinaryPromoters have an interest in it99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.05%
Turnout: all 26.66% · promoters 0.00% · institutions 85.92% · other public 12.38%
- To approve the material related party transactions between HTL Limited, a material subsidiary of the Company and HFCL Inc., a material wholly-owned subsidiary of the Company for Financial Year 2026-27OrdinaryPromoters have an interest in it99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.06%
Turnout: all 26.66% · promoters 0.00% · institutions 85.92% · other public 12.38%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Extraordinary general meeting, 24 Apr 2026, 1 resolution
8,01,668 shareholders on the register on 17 Apr 2026; present: 6 promoters and 58 others; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- Issue of securities on a preferential basisSpecialPromoters have an interest in it99.39% for0.61% against
Against: promoters 0.00% · institutions 2.07% · other public 0.10%
Turnout: all 47.70% · promoters 100.00% · institutions 90.47% · other public 9.84%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 15 Mar 2026, 1 resolution
8,45,831 shareholders on the register on 6 Feb 2026; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- Appointment of Mr. Anil Narendra Shah (DIN: 01844485), as a Non-Executive Independent Director of the Company for first termSpecial99.63% for0.37% against
Against: promoters 0.00% · institutions 0.00% · other public 3.07%
Turnout: all 46.50% · promoters 100.00% · institutions 81.46% · other public 9.93%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 15 Sep 2025, 7 resolutions
8,80,897 shareholders on the register on 9 Sep 2025; present: 7 promoters and 143 others; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2025, along with the reports of the Board of Directors and the Auditors thereonOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.10%
Turnout: all 55.51% · promoters 100.00% · institutions 85.76% · other public 13.09%
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 and the report of the Auditors thereonOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.10%
Turnout: all 55.51% · promoters 100.00% · institutions 85.76% · other public 13.09%
- To declare a dividend of ₹0.10 (Ten Paise only) i.e., @10%, per fully paid-up equity share of face value of ₹1/- (Rupee One only), for the financial year ended March 31, 2025Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 55.53% · promoters 100.00% · institutions 85.85% · other public 13.09%
To appoint a director in place of Dr. (Mr.) Ranjeet Mal Kastia (DIN: 00053059), Director (Non-Executive), aged 83 years who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointmentMoreLess
Special99.78% for0.22% againstAgainst: promoters 0.00% · institutions 0.61% · other public 0.11%
Turnout: all 55.53% · promoters 100.00% · institutions 85.85% · other public 13.09%
- Appointment of Mr. Baldev Singh Kashtwal as Secretarial Auditor of the Company.Ordinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.10%
Turnout: all 55.53% · promoters 100.00% · institutions 85.85% · other public 13.09%
- To approve shifting of Registered Office of the Company from the State of Himachal Pradesh to the State of Haryana and consequential amendment to the Memorandum of Association of the Company.Special100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 55.53% · promoters 100.00% · institutions 85.85% · other public 13.09%
- To approve raising of fundsSpecial99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.11%
Turnout: all 55.53% · promoters 100.00% · institutions 85.85% · other public 13.09%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 8 Mar 2025, 1 resolution
8,54,121 shareholders on the register on 31 Jan 2025; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- Appointment of Mrs. Bela Banerjee (DIN: 07047271), as an Independent Director of the Company for first termSpecial99.73% for0.27% against
Against: promoters 0.00% · institutions 0.91% · other public 0.21%
Turnout: all 57.84% · promoters 99.99% · institutions 89.62% · other public 12.43%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 30 Sep 2024, 9 resolutions
Present: 7 promoters and 120 others.The company's voting result (opens in a new tab)
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2024, along with the reports of the Board of Directors and the Auditors thereon.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 59.33% · promoters 100.00% · institutions 83.73% · other public 18.80%
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 and the report of the Auditors thereon.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 59.33% · promoters 100.00% · institutions 83.73% · other public 18.80%
- To declare a Dividend of ¿0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of ¿1/- (Rupee One only) for the financial year ended 31st March, 2024.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.80%
To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270), Director (Non-Executive), aged 77 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.MoreLess
Special92.13% for7.87% againstAgainst: promoters 0.00% · institutions 32.60% · other public 0.01%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.80%
- To re-appoint Mr. Ajai Kumar (DIN: 02446976) as an Independent Director of the Company for a second term of three consecutive yearsSpecial99.84% for0.16% against
Against: promoters 0.00% · institutions 0.65% · other public 0.01%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.80%
To approve the re-appointment and remuneration of Mr. Mahendra Nahata (DIN: 00052898) as a Managing Director and a Key Managerial Personnel of the Company, who is also a Promoter of the Company, for a period of three yearsMoreLess
Special94.99% for5.01% againstAgainst: promoters 0.00% · institutions 20.76% · other public 0.03%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.80%
- To borrow funds in excess of the limits as prescribed under Section 180(1)(c) of the Companies Act, 2013Special91.70% for8.30% against
Against: promoters 0.00% · institutions 34.39% · other public 0.01%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.80%
- To create charge on the assets of the Company as prescribed under Section 180(1)(a) of the Companies Act, 2013Special91.70% for8.30% against
Against: promoters 0.00% · institutions 34.40% · other public 0.01%
Turnout: all 59.35% · promoters 100.00% · institutions 83.85% · other public 18.79%
- To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.OrdinaryPromoters have an interest in it99.97% for0.03% against
Against: promoters 0.00% · institutions 0.04% · other public 0.01%
Turnout: all 23.09% · promoters 0.00% · institutions 83.85% · other public 18.80%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 8 Mar 2024, 1 resolution
8,54,121 shareholders on the register on 31 Jan 2025; votes counted by BALDEV SINGH KASHTWAL / NA.The company's voting result (opens in a new tab)
- Appointment of Mrs. Bela Banerjee (DIN: 07047271), as an Independent Director of the Company for first termSpecial99.73% for0.27% against
Against: promoters 0.00% · institutions 0.91% · other public 0.21%
Turnout: all 57.84% · promoters 99.99% · institutions 89.62% · other public 12.43%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 30 Sep 2023, 5 resolutions
Present: 7 promoters and 85 others.The company's voting result (opens in a new tab)
- o receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2023, along with the reports of the Board of Directors and the Auditors thereon.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 56.82% · promoters 99.99% · institutions 76.46% · other public 18.55%
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 and the report of the Auditors thereon.Ordinary99.94% for0.06% against
Against: promoters 0.00% · institutions 0.34% · other public 0.01%
Turnout: all 56.82% · promoters 99.99% · institutions 76.46% · other public 18.55%
- To declare a Dividend of ₹0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of ₹1/- (Rupee One only) for the financial year ended 31st March, 2023.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 56.86% · promoters 99.99% · institutions 76.84% · other public 18.55%
To Appoint a Director in place of Dr. (Mr.) Ranjeet Mal Kastia (DIN:00053059), Director (Non-Executive), aged 81 years who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.MoreLess
Special99.98% for0.02% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.13%
Turnout: all 56.86% · promoters 99.99% · institutions 76.84% · other public 18.55%
- To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.OrdinaryPromoters have an interest in it99.96% for0.04% against
Against: promoters 0.00% · institutions 0.00% · other public 0.09%
Turnout: all 18.97% · promoters 0.00% · institutions 76.84% · other public 18.49%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
How mutual funds voted
Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it
Mutual fund votes, meeting of 29 Sep 2026, 8 fund houses so far (houses' deadline to file 15 Oct 2026)
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and the Auditors thereon8 for0 against
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 and the report of the Auditors thereon8 for0 against
- To declare a Dividend of Re.0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of Re.1/- (Rupee One only) for the financial year ended March 31, 20268 for0 against
To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270) Director (Non-Executive) aged 79 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointmentMoreLess
8 for0 against- To approve the material modifications in material related party transactions with HTL Limited, a material subsidiary of the Company for the Financial Year 2026-278 for0 against
- To approve the material related party transactions with HTL Limited, a material subsidiary of the Company for the Financial Year 2027-288 for0 against
- To approve the material related party transactions between HTL Limited, a material subsidiary of the Company and HFCL Inc., a material wholly-owned subsidiary of the Company for Financial Year 2026-278 for0 against
Mutual fund votes, meeting of 24 Apr 2026, 18 fund houses
- Issue of securities on a preferential basis
Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund
- Angel One Mutual FundGovernance concern: Warrants priced approx. at par with equity shares. Shares and warrants are two different species of securities and warrants are derivatives, therefore, cannot be priced based on market price. Transparency Concern: The Company has not provided sufficient justification for selecting a particular promoter/ promoter group entity as the allottee. Shareholders should be informed of the rationale for selecting only two promoters as the investor.
- Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, UTI Mutual FundThe company proposes to raise Rs. 5.55 bn through a warrant issue to the promoters. Assuming full conversion, the issuance will lead to a dilution of 4.7% on the expanded capital base. The proceeds from the warrants are proposed to be utilized towards capital expenditure (Rs. 2.25 bn), working capital requirements (Rs. 1.40 bn), investing in subsidiary (Rs.0.90 bn) and general corporate purposes (Rs. 1.00 bn). Upon full conversion, the issuance will increase the promoter‑group shareholding to 31.6% from the current 28.3%. We do not support the issuance of warrants to promoters, as it allows them to benefit from stock‑price movements over a period of up to 18 months. Further, if the promoters choose not to subscribe to the remaining 75% of the warrant consideration, it could have material implications for the company’s funding plans. We encourage promoters to participate through a preferential issue of equity, where funds are infused upfront, rather than through the warrants route. We do not support the resolution.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Warrants priced approx. at par with equity shares. Shares and warrants are two different species of securities and warrants are derivatives, therefore, cannot be priced based on market price. Transparency Concern: The Company has not provided sufficient justification for selecting a particular promoter/ promoter group entity as the allottee. Shareholders should be informed of the rationale for selecting only two promoters as the investor.
- ICICI Prudential Mutual FundSince warrants are being issued only to the promoter and promoter group preferentially without any clear rationale. Thus, the AMC has voted against the resolution.
- Kotak Mahindra Mutual FundThe company proposes to raise Rs. 5.55 bn through a warrant issue to the promoters. Assuming full conversion, the issuance will lead to a dilution of 4.7% on the expanded capital base. The proceeds from the warrants are proposed to be utilized towards capital expenditure (Rs. 2.25 bn), working capital requirements (Rs. 1.40 bn), investing in subsidiary (Rs.0.90 bn) and general corporate purposes (Rs. 1.00 bn). Upon full conversion, the issuance will increase the promoter group shareholding to 31.6% from the current 28.3%. As the issuance of warrants are to promoters, as it allows them to benefit from stock price movements over a period of up to 18 months. Further, if the promoters choose not to subscribe to the remaining 75% of the warrant consideration, it could have material implications for the company s funding plans. In the case of liquidity requirement, promoters should participate through a preferential issue of equity, where funds are infused upfront, rather than through the warrants route. We do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
- Motilal Oswal Mutual FundWarrants priced approx. at par with equity shares; Rationale for selecting the promoter allottees remains unclear.
- Nippon India Mutual FundGovernance and Transparency Concern: Warrants cannot be priced at par with equity shares without adequate justification, as they are derivative instruments. Further, no sufficient rationale has been provided for selecting specific promoter/promoter group entities as allottees
3 for15 against
5 earlier meetings
Mutual fund votes, meeting of 15 Mar 2026, 16 fund houses
- Appointment of Mr. Anil Narendra Shah (DIN: 01844485), as a Non-Executive Independent Director of the Company for first term16 for0 against
Mutual fund votes, meeting of 15 Sep 2025, 26 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2025, along with the reports of the Board of Directors and the Auditors thereon26 for0 against
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 and the report of the Auditors thereon26 for0 against
- To declare a dividend of ₹0.10 (Ten Paise only) i.e., @10%, per fully paid-up equity share of face value of ₹1/- (Rupee One only), for the financial year ended March 31, 202526 for0 against
To appoint a director in place of Dr. (Mr.) Ranjeet Mal Kastia (DIN: 00053059), Director (Non-Executive), aged 83 years who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointmentMoreLess
26 for0 against- Appointment of Mr. Baldev Singh Kashtwal as Secretarial Auditor of the Company.26 for0 against
- To approve shifting of Registered Office of the Company from the State of Himachal Pradesh to the State of Haryana and consequential amendment to the Memorandum of Association of the Company.26 for0 against
- To approve raising of funds5 for0 against
3 proposals not matched to one resolution
7. To create, issue, offer and allot (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) such number of Securities (as defined hereinafter), for cash, in one or more tranches, with or without green shoe option, whether Rupee denominated or denominated in foreign currency, for an aggregate amount up to Rs. 700 Crore by way of one or more public and/or private offerings and/or on a preferential allotment basis and/or a qualified institutions placement (QIP).MoreLess
1 for0 against- Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights2 for0 against
To create, issue, offer and allot (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) such number of Securities (as defined hereinafter), for cash, in one or more tranches, with or without green shoe option, whether Rupee denominated or denominated in foreign currency, for an aggregate amount up to Rs. 700 Crore by way of one or more public and/or private offerings and/or on a preferential allotment basis and/or a qualified institutions placement (QIP).MoreLess
18 for0 against
Mutual fund votes, meeting of 8 Mar 2025, 18 fund houses
- Appointment of Mrs. Bela Banerjee (DIN: 07047271), as an Independent Director of the Company for first term
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual FundThe appointment is compliant with the law. No concerns on the merit of the appointee. Governance Concern: The proposed appointment will lead to prolonged association with Group.
- Motilal Oswal Mutual Fund"The appointment is compliant with the law. No concerns on the merit of the appointee. Governance Concern: The proposed appointment will lead to prolonged association with Group."
- Nippon India Mutual FundProfile of the Candidate
14 for4 against
Mutual fund votes, meeting of 30 Sep 2024, 14 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2024, along with the reports of the Board of Directors and the Auditors thereon.13 for0 against
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 and the report of the Auditors thereon.13 for0 against
- To declare a Dividend of ¿0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of ¿1/- (Rupee One only) for the financial year ended 31st March, 2024.13 for0 against
To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270), Director (Non-Executive), aged 77 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.MoreLess
13 for0 against- To re-appoint Mr. Ajai Kumar (DIN: 02446976) as an Independent Director of the Company for a second term of three consecutive years13 for0 against
To approve the re-appointment and remuneration of Mr. Mahendra Nahata (DIN: 00052898) as a Managing Director and a Key Managerial Personnel of the Company, who is also a Promoter of the Company, for a period of three yearsMoreLess
Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundMahendra Nahata, 65, is the Founder and Managing Director of HFCL. He is the promoter of the company and is associated with the company since inception. As per the resolution, he is not liable to retire by rotation. Nevertheless, we draw comfort given the recent SEBI LODR amendments which have built in sufficient guardrails and will need the company to seek periodic reappointment for his nomination after a five-year interval.He was paid Rs. 100.4 mn in FY24 of which Rs. 30.0 mn is towards profit linked commission. As per his terms of reappointment, he will be entitled to a maximum fixed pay of Rs. 70.0 mn per annum and his profit linked commission is capped at Rs. 50.0 mn per annum. Additionally, his terms state he is eligible for reimbursement of expenses incurred for travelling, board and lodging for his spouse and attendants on business trips. We believe such expenses are personal in nature and should be borne by the directors themselves. While we support his reappointment to the board as a Managing Director, we do not support the terms of his remuneration.
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance Concern: May hold combined position of Chairman and Managing Director.
- Kotak Mahindra Mutual FundMahendra Nahata, 65, is the Founder and Managing Director of HFCL. He is the promoter of the company and is associated with the company since inception. As per the resolution, he is not liable to retire by rotation. Nevertheless, we draw comfort given the recent SEBI LODR amendments which have built in sufficient guardrails and will need the company to seek periodic reappointment for his nomination after a five-year interval. He was paid Rs. 100.4 mn in FY24 of which Rs. 30.0 mn is towards profit linked commission. As per his terms of reappointment, he will be entitled to a maximum fixed pay of Rs. 70.0 mn per annum and his profit linked commission is capped at Rs. 50.0 mn per annum. Additionally, his terms state he is eligible for reimbursement of expenses incurred for travelling, boarding and lodging for his spouse and attendants on business trips. We believe such expenses are personal in nature and should be borne by the directors themselves. While we support his reappointment to the board as a Managing Director, we do not support the terms of his remuneration.
7 for6 against- To borrow funds in excess of the limits as prescribed under Section 180(1)(c) of the Companies Act, 20133 for0 against
- To create charge on the assets of the Company as prescribed under Section 180(1)(a) of the Companies Act, 2013
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: More than 80% of the borrowing limit is unutilized; No adequate justification.
- Nippon India Mutual FundInadequate justification
9 for4 against - To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.
Against Bandhan Mutual Fund, Groww Mutual Fund
- Bandhan Mutual Fund, Groww Mutual FundCompliant with law. Governance concern: Basis for Arm’s Length pricing not disclosed.
11 for2 against
2 proposals not matched to one resolution
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2024, along with the reports of the Board of Directors and the Auditors thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 and the report of the Auditors thereon. 3. To declare a Dividend of Rs. 0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of Rs. 1/- (Rupee One only) for the financial year ended 31st March, 2024. 4. To appoint a Director in place of Mr. Arvind Kharabanda (DIN: 00052270), Director (Non-Executive), aged 77 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re appointment 5. To re-appoint Mr. Ajai Kumar (DIN: 02446976) as an Independent Director of the Company for a second term of three consecutive years. 6. To approve the re-appointment and remuneration of Mr. Mahendra Nahata (DIN: 00052898) as a Managing Director and a Key Managerial Personnel of the Company, who is also a Promoter of the Company, for a period of three years. 7. To borrow funds in excess of the limits as prescribed under Section 180(1) (c) of the Companies Act, 2013. 8. To create charge on the assets of the Company as prescribed under Section 180(1)(a) of the Companies Act, 2013. 9. To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.MoreLess
1 for0 againstTo borrow any sum or sums of money (in foreign currency or Indian rupees) including by way of fully/partly convertible debentures and/ or non-convertible debentures, from time to time, at its discretion, from any one or more of the combinations of banks, financial institutions, firms, companies, bodies corporate, mutual funds, trusts, other organisations, institutions and/or any other persons, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company, its free reserves (that is to say reserves not set apart for any specific purpose) and securities premium, subject to such aggregate borrowings not exceeding the amount of Rs. 8000 Crores.MoreLess
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: More than 80% of the borrowing limit is unutilized; No adequate justification.
- Nippon India Mutual FundInadequate justification
6 for4 against
Mutual fund votes, meeting of 30 Sep 2023, 9 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
- o receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2023, along with the reports of the Board of Directors and the Auditors thereon.8 for0 against
- To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 and the report of the Auditors thereon.
Against Nippon India Mutual Fund
- Nippon India Mutual FundInadequate disclosure
7 for1 against - To declare a Dividend of ₹0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of ₹1/- (Rupee One only) for the financial year ended 31st March, 2023.8 for0 against
To Appoint a Director in place of Dr. (Mr.) Ranjeet Mal Kastia (DIN:00053059), Director (Non-Executive), aged 81 years who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.MoreLess
8 for0 against- To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.8 for0 against
1 proposal not matched to one resolution
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2023, along with the reports of the Board of Directors and the Auditors thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 and the report of the Auditors thereon. 3. To declare a Dividend of Rs. 0.20 (Twenty Paisa only) i.e. 20% per fully paid-up equity share of face value of Rs. 1/- (Rupee One only) for the financial year ended 31st March, 2023. 4. To appoint a Director in place of Dr. (Mr.) Ranjeet Mal Kastia (DIN:00053059), Director (Non-Executive), aged 81 years, who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. 5. To approve the material related party transactions with HTL Limited, a material subsidiary of the Company.MoreLess
1 for0 against
Each fund house counted once, from its own disclosure; the reasons are its own words.
Investor complaints and compliance
Quarter by quarter.
Investor complaints received and resolved, the company's own count
- Received
- Resolved
Open at the quarter's end
- The board is made up as the listing rules require
- Yes
- The board has a regular chairperson
- No
- The company has a risk management committee
- Yes
- The chair is related to the managing director
- No
- The filing has a part on fines and penalties
- No
- The filing has a part on tax disputes
- No
- There was a cyber security incident in the quarter
- No
The company's own answers in its filing.
How money raised was used
Reported for the quarter to Sep 2026. A preferential issue sells new shares to chosen investors rather than to the public. A warrant or partly paid issue plans the whole issue while the money comes in over time, so the amount set aside can be more than raised so far.
| Raised | Amount raised | For | Set aside | Spent | Spent elsewhere |
|---|---|---|---|---|---|
| QIPDec 2025, checked by Care Ratings Limited | 550.00 | Capital expenditure towards purchase of Plant and Machinery: Expansion of Optical Fibre Cable | 35.00 | 35.00 | No |
| QIPDec 2025, checked by Care Ratings Limited | 550.00 | Funding expenditure towards Research and Development initiatives including acquisition of technologies | 50.00 | 25.73 | No |
| QIPDec 2025, checked by Care Ratings Limited | 550.00 | Repayment/prepayment of long term / short term borrowings availed from banks / others | 105.00 | 105.00 | No |
| QIPDec 2025, checked by Care Ratings Limited | 550.00 | Funding long-term working capital requirements | 260.00 | 260.00 | No |
| QIPDec 2025, checked by Care Ratings Limited | 550.00 | General corporate purposes | 93.00 | 93.00 | No |
| Preferential IssuesMay 2026, checked by Care Ratings Limited | 555.00 | Capital expenditure towards Plant & Machinery and utilities for setting up of a preform manufacturing facility through our subsidiary namely HFCL Technologies Private Limited | 175.00 | 0.00 | No |
| Preferential IssuesMay 2026, checked by Care Ratings Limited | 555.00 | Capital expenditure for setting up of a defence manufacturing facility in the Company | 50.00 | 0.00 | No |
| Preferential IssuesMay 2026, checked by Care Ratings Limited | 555.00 | Invest into equity shares of HFCL Advance Systems Private Limited, a subsidiary of the Company. | 90.00 | 0.00 | No |
| Preferential IssuesMay 2026, checked by Care Ratings Limited | 555.00 | Funding the working capital requirements of the Company including inventory and receivables management. | 140.00 | 48.75 | No |
| Preferential IssuesMay 2026, checked by Care Ratings Limited | 555.00 | General corporate purposes, including, inter alia, strategic initiatives, setting up of new offices/ business development, providing loans to subsidiaries, marketing and branding, and meeting operational expenses of our Company such as salaries, rent, administrative costs, insurance, repairs and maintenance, and payment of taxes and duties. | 100.00 | 0.00 | No |