HFCL Limited (formerly Himachal Futuristic Communications Ltd.) 8, Commercial Complex, Masjid Moth, Greater Kailash -11, New Delhi -110048, India Tel : (+91 11) 3520 9400, 3520 9500 Fax: (+9111) 3520 9525 Web : www.hfcl.com Email :

[email protected]

September 28, 2020

Re: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Subject: - Proceedings of 33rd Annual General Meeting of the Members of HFCL Limited held on September 28, 2020.

Dear Sir(s)/ Madam,

We wish to inform you that the 33rd Annual General Meeting ('e-AGM') of the members of HFCL Limited (formerly Himachal Futuristic Communications Limited) was held today, i.e., on Monday, September 28, 2020 at 11:00 a.m. (IST) through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') and the business mentioned in the Notice dated August 17, 2020 was transacted

In terms of Regulation 30 read with Para A of Part A of Schedule III to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Proceedings of the 33rd AGM are enclosed herewith.

Thanking you.

Yours faithfully, For HFCL Limited (Formerly Himachal Futuristic Communications Limited)

~-~ Baid)

(Manoj Senior Vice-President (Corporate) & Company Secretary Membership No.: - FCS-5834

Encl.:- Proceedings of 33rd AGM of HFCL Limited.

PROCEEDINGS OF THE 33RD ANNUAL GENERAL MEETING

OF THE MEMBERS OF

HFCL LIMITED (FORMERLY HIMACHAL FUTURISTIC COMMUNICATIONS LIMITED)

Date, Time and Venue of the Meeting:

The 33rd Annual General Meeting ("e-AGM" j"Meeting")of the Equity Shareholders of HFCL Limited (formerly Himachal Futuristic Communications Limited) was held on Monday, 28th September, 2020 at 11:00 a.m. through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM').

In view of the COVID-19 pandemic, the 33rd AGM was conducted without the physical presence of the members at a common venue, in due compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), the Rules made thereunder read with the MCA's General Circulars numbered 14/2020, 17 /2020, 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020 respectively ("MCA Circulars") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with the SEBI Circular numbered SEBI/HO/CFD/ CMOl/CIR/P /2020/79 dated May 12, 2020 ("SEBI Circular").

The deemed venue for the 33rd AGM was HFCL Corporate Office located at Plot No. 32, Sector-32, Gurugram - 122 001, Haryana from where the Chairman of the Meeting conducted the 33rd AGM.

Directors Present:

(In Person)

• 1. Mr. Mahendra Nahata, Managing Director and Chairman of CSR Committee and Risk Management Committee.
• 1. Mr. Arvind Kharabanda, Non-Executive Director and member of Audit Committee, Nomination, Remuneration & Compensation Committee, Stakeholders' Relationship Committee and Risk Management Committee.
• 1. Mr. Surendra Singh Sirohi, Independent Director and Chairman of Nomination, Remuneration & Compensation Committee, member of the Audit Committee and the CSR Committee.

(Through VC)

• 1. Mr. Bharat Pal Singh, Independent Director and Chairman of the Audit Committee and member of Nomination, Remuneration & Compensation Committee.
• 1. Dr. (Ms.) Tamali Sengupta, Independent director, member of the Audit Committee and Stakeholders' Relationship Committee.
• 1. Dr. (Mr.) Ranjeet Mal Kastia, Non-Executive Director and member of Stakeholders' Relationship Committee.
• 1. Mr. Ranjeet Anandkumar Soni, Nominee Director of IDBI Bank Limited and member of CSR Committee.

Others (In Person):

• 1. Mr. Vijay Raj Jain, CFO
• 1. Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary.

Others (Through VC):

• 1. Mr. P D Baid, Senior Partner of S. Bhandari & Co., Statutory Auditors.
• 1. Mr. Sunil Bhansali, Senior Partner of Oswal Sunil & Company, Statutory Auditors.
• 1. Mr. Baldev Singh Kashtwal, Secretarial Auditor and the Scrutinizer.

Welcome Address & Introduction:

Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary extended a warm welcome to the shareholders and introduced Board Members and Senior Management persons present at the Meeting.

Chairperson of the 33rd AGM:

Mr. M P Shukla, Chairman of the Company couldn't attend this AGM due to his pre-occupations, therefore, as per Article 14.5 of the Articles of Association of the Company, Mr. Arvind Kharabanda proposed and Mr. S S Sirohi seconded to elect Mr. Mahendra Nahata, Managing Director as the Chairman of the 33rd AGM.

Attendance & Quorum:

Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary, confirmed the presence of Statutory Auditors and their representatives and Secretarial Auditor of the Company, in compliance with the provisions of the Companies Act, 2013 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI).

Attention of the members was drawn to the Statutory Registers and other documents, which were kept open and accessible to any person having right to attend the Meeting.

Mr. Manoj Baid, thereafter, announced the number of members present and confirmed the presence of requisite quorum as per Section 103 of the Companies Act, 2013.

The Chairman, thereafter, called the Meeting to order.

Guidelines for attending the e-AGM:

Mr. Manoj Said, Senior Vice-President (Corporate) & Company Secretary, highlighted certain points regarding convening and attending the AGM through electronic mode in compliance of the MCA Circulars and the SEBI Circular.

E-Voting:

Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary further informed the members that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had, through the services of National Securities Depository Limited (NSDL), provided remote e-Voting facility to all its members to cast votes electronically on all the resolutions setforth in the Notice.

The remote e-Voting period had commenced on Friday, September 25, 2020 at 9:00 a.m. and ended on Sunday, September 27, 2020 at 5:00 p.m.

Further, the facility for voting through electronic mode was also made available to the members who were present at the Meeting through VC/OAVM and had not cast their votes electronically through remote e-Voting. Mr. Manoj Baid informed that e-Voting on NSDL platform shall be disabled 15 minutes after the closure of AGM by the Chairman of the Meeting.

Scrutinizer:

Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary further informed that the Board of Directors had appointed Mr. Baldev Singh Kashtwal, Practising Company Secretary, as the Scrutinizer for the purpose of scrutinizing the remote e-Voting process and e-Voting during the AGM, in a fair and transparent manner.

Voting Results & Consolidated Scrutinizer's Report:

The Company Secretary informed the members that the combined results of remote e-Voting and e-Voting during the 33rd AGM along with the Consolidated Scrutinizer's Report thereon, would be announced within 48 hours of the conclusion of the 33rd AGM and shall be disseminated to the stock exchanges (BSE & NSE) and uploaded on the website of National Securities Depository Limited (NSDL), the agency providing remote e-Voting/ e-Voting facility and also on the website of the Company.

Brief details of items deliberated at the Meeting:

The Company Secretary read the items of the Ordinary and Special Business to be transacted at the 33rd Annual General Meeting, as detailed below:

HFCL Limited

Chairman's Address:

Mr. Mahendra Nahata, Managing Director and Chairman of the Meeting, then, addressed the members and gave an overview of the financial performance of the Company for the financial year ended March 31, 2020 and its future outlook. He also briefed the members about the ongoing business of the Company.

Auditors' Report:

With the concurrence of the members, the Notice convening the 33rd AGM, along with the Auditors' Report on the Standalone & Consolidated Financial Statements for the Financial Year 2019-20, being already circulated to all the members, were taken as read.

The Company Secretary informed the members that the Standalone and Consolidated Auditors' Report and Secretarial Auditor's Report are free from qualifications & are self-explanatory and do not call for any further clarification.

Queries/ Views of the Shareholders:

Mr. Manoj Baid, Senior Vice-President (Corporate) & Company Secretary, thereafter, invited the members to express their view and/ or ask questions or queries, if any, pertaining to the business of the Company.

Three shareholders expressed their views and asked queries which were answered by Mr. Mahendra Nahata, Managing Director and Chairman of the Meeting to the satisfaction of the shareholders.

HFCL Limited

The Chairman also responded on the queries which were received from few shareholders of the Company in advance, till the date of AGM.

Order fore-Voting by the Chairman:

The Chairman ordered e-Voting on NSDL platform, from the shareholders who had not cast their votes through remote e-Voting.

Thereafter, the Chairman thanked the members and concluded the e-AGM.

The members then cast their votes through thee-Voting during the e-AGM on the business items as stated in the Notice of 33rd AGM, which remained opened for 15 minutes even after conclusion of the Meeting as declared by the Chairman of the Meeting.

Vote of Thanks:

The Company Secretary thanked all the Board members, shareholders for their presence and support during the AGM.

The 33rd AGM concluded at 11:54 p.m. (1ST).

For HFCL Limited

(formerly Himachal F turistic Communications Limited)

L

(Manoj Baid) Senior Vice-President (Corporate) & Company Secretary