-A Maharatna CPSE-
Notice of 62ndAGM
NOTICE is hereby given that the 62'dAnnual General Meeting (AGM) of Hindustan Aeronautics Limited will be held on Thursday, August 28, 2025 at 3.30 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following business:
ORDINARY BUSINESS
To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the financial year ended 31" March, 2025 and the Reports of the Board of Directors and Auditors thereon and Comments of the Comptroller & Auditor General of India.
To confirm payment of interim dividend of `25/- per equity share and to declare a final dividend of `15/- per equity share for the financial year 2024-25.
To fix remuneration of Statutory Auditors for the financial year 2025-26.
In terms of provisions of Section 142 of the Companies Act, 2013, the remuneration of the Auditors shall be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine. Hence, it is proposed that the Members may authorize the Board to fix the remuneration of the Statutory Auditors of the Company for the financial year 2025-26, as may deem fit.
SPECIAL BUSINESS
Ratification of remuneration of Cost Auditor for the
financial year 2025-26.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment
(s) thereof for the time being in force), the remuneration of `1,50,000/- (Rupees One Lakh and Fifty Thousand Only) excluding applicable tax payable to M/s Murthy & Co., LLP, Cost and Management Accountants, Bengaluru, for conducting cost audit of the Company for the financial year 2025-26, as approved by the Board of Directors of the Company, be and is hereby ratified."
Appointment of Dr. D.K. Sunil, (DIN: 09639264) as Chairman & Managing Director of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section
152. and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) of SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force) and provisions of the Articles of Association, Dr. D.K. Sunil, Director (Engineering and R&D), (DIN 09639264), who was appointed by the Board of Directors as Chairman and Managing Director with effect from 9t^September, 2024 in terms of MoD, Got Letter No. 49013/03/2021-D(HAL-III) dated 9t^September, 2024, be and is hereby appointed as Chairman and Managing Director of the Company, not liable to retire by rotation, on such terms and conditions as stipulated by the Government of India."
Appointment of Dr. Rajalakshmi Menon, (DIN: 10776165) as Part-time Official Director (Government Nominee Director) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, (including any statutory modifications or re-enactment thereof, for the time being in force) and provisions of the Articles of Association, Dr. Rajalakshmi Menon, DS & DG (Aero), DRDO (DIN 10776165), who was appointed by the Board as Part-time Official Director (Government Nominee Director) of the Company w.e.f. 13'^ September, 2024, in terms of Letter No. 49016/03/2016-D (HAL-III) dated 12'^ September, 2024 issued by Ministry of Defence, Govt. of India, be and is hereby appointed as Government Nominee Director of the Company on such terms, conditions and tenure as may be determined by the Government of India."
Appointment of Shri Barenya Senapati, (DIN: 08525943)
as Director (Finance) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) of SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri Barenya Senapati, (DIN 08525943) who was appointed as an Additional Director and designated as Director (Finance) of the Company by the Board of Directors with effect from 22'd October, 2024 in terms of MoD, Gol Letter No. 49016/03/2017-D/HAL-III dated 22'd October, 2024 and who holds office until the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from him under Section 160 of the Companies Act, 2013 signifying his intention to appoint him as a Director, be and is hereby appointed as Director (Finance) of the Company on such terms and conditions as stipulated by the Government of India."
Appointment of Shri Ravi K, (DIN:10807781) as Director
(Operations) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) of SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri Ravi K, (DIN 10807781) who was appointed as an Additional Director and designated as Director (Operations) of the Company by the Board of Directors with effect from 26'^ November, 2024 in terms of MoD, Gol Letter No. 49013/01/2021-D/HAL-III dated 26'^ November, 2024 and who holds office until the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from him under Section 160 of the Companies Act, 2013 signifying his intention to appoint him as a Director, be and is hereby appointed as Director (Operations) of the Company on such terms and conditions as stipulated by the Government of India."
Appointment of Shri M G Balasubrahmanya, (DIN: 1 1048733) as Director (Human Resources) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) of SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri M G Balasubrahmanya (DIN 11048733) who was appointed as an Additional Director and designated as Director (Human Resources) of the Company by the Board of Directors with effect from 6t^May, 2025 in terms of MoD, Got Letter No. 49016/01/2022-D(HAL-III) dated 6t^ May, 2025 and who holds office until the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from him under Section 160 of the Companies Act, 2013 signifying his intention to appoint him as a Director, be and is hereby appointed as Director (Human Resources) of the Company on such terms and conditions as stipulated by the Government of India."
Appointment of Shri Rakesh Bhawsar, (DIN: 11102892) as Part-Time Non-Official (Independent) Director of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 149, 150(2), 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(IC) & Regulation 25(2A) of the SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri Rakesh Bhawsar (DIN 11102892), who was appointed as a Part-Time Non-Official (Independent) Director of the Company with effect from 15t^May, 2025 by the Board of Directors pursuant to the Letter F. No. 49016/02/2021-D(HAL-III) dated 15t° May, 2025 of the DDP, MoD, be and is hereby appointed as Part-Time Non-Official (Independent) Director of the Company, not liable to retire by rotation, on the same terms & conditions as determined by the Govt. of India."
Appointment of Dr. Sorathur Duraisamy Premkumar, (DIN: 11103113) as Part-Time Non-Official (Independent) Director of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 149, 150(2), 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) & Regulation 25(2A) of the SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Dr. Sorathur Duraisamy Premkumar (DIN 11103113), who was appointed as a Part-Time Non-Official (Independent) Director of the Company with effect from 15'^ May, 2025 by the Board of Directors pursuant to the Letter F. No. 49016/02/2021-D(HAL-III) dated 15'^ May, 2025 of the DDP, MoD, be and is hereby appointed as Part-Time Non-Official (Independent) Director of the Company, not liable to retire by rotation, on the same terms & conditions as determined by the Govt. of India."
Appointment of Ms. Manisha Chandra, (DIN: 07557312) as Part-time Official Director (Government Nominee Director) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions of the Companies Act, 201 3 and the rules made thereunder, Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, (including any statutory modifications or re-enactment thereof, for the time being in force) and provisions of the Articles of Association, Ms. Manisha Chandra, Joint Secretary (Aero), Ministry of Defence (DIN 07557312), who was appointed by the Board as Part-time Official Director (Government Nominee Director) of the Company w.e.f. 15'^ July, 2025, in terms of Letter No. 8(32)/2019-D (Coord/DDP) dated 14'^ July, 2025 issued by Ministry of Defence, Govt. of India, be and is hereby appointed as Government Nominee Director of the Company on such terms, conditions and tenure as may be determined by the Government of India."
of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the approval of the Board of Directors, M/s SNM & Associates, Company Secretaries, Bangalore, be and is hereby appointed as the Secretarial Auditor of the Company for a consecutive period of five (5) years i.e from FY 2025-26 upto FY 2029-30, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report at an Annual Audit fee of ` 49,000/- exclusive of applicable taxes.
14. Appointment of Shri Ajay Kumar Shrivastava, (DIN: 10652075) as Director (Engineering and R&D) of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder and Regulation 17(1C) of SEBI (LODR) Regulations, 2015 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri Ajay Kumar Shrivastava, (DIN 10652075) who was appointed as an Additional Director and designated as Director (Engineering and R &D) of the Company by the Board of Directors with effect from 15'^ July, 2025 in terms of MoD, Gol Letter No. 49013/02/2021-D(HAL-III) dated 15t^ July, 2025 and who holds office until the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from him under Section 160 of the Companies Act, 2013 signifying his intention to appoint him as a Director, be and is hereby appointed as Director (Engineering and R&D) of the Company on such terms and conditions as stipulated by the Government of India."
13. Appointment of M/s. SNM & Associates, Company Secretaries, Bangalore, as Secretarial Auditor of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
By Order of the Board of Directors For Hindustan Aeronautics Limited
"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), read with Rule
9 of the Companies (Appointment & Remuneration
Place: Bengaluru Date: July 21, 2025
(Shailesh Bansal)
Company Secretary
NOTES:
An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act') relating to the Special Business to be transacted at the Annual General Meeting ('AGM') is annexed hereto. The Board of Directors have considered and decided to include Item No. 4 to 14 as Special Business in the forthcoming AGM.
Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated May 5, 2020 and subsequent Circulars issued from time to time and General Circular No 09/2024 dated September 19, 2024 read with relevant circulars issued by the Securities and Exchange Board of India (SEBI), from time to time (hereinafter collectively referred to as "C irculars"), has allowed the Companies to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) during the calendar year 2025. In-line with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the 62'd AGM of the Company is being held through VC/ OAVM, without the physical presence of Members at a common venue. The deemed venue for the AGM will be the Registered Office of the Company.
The Company has enabled the members to participate at the 62'd AGM through VC facility provided by the KFin Technologies Limited (" KFintech") (formerly known as "KFin Technologies Private Limited"). The participation at the AGM through VC shall be a\owed on a first -come-first -served basis.
In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2024-25 is being sent through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members whose email address has not been registered with the Company / Depositories, a letter providing the web-link, through which Annual Report can be accessed, is being sent. Members who requires physical copy of the Annual Report, may request for the same. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company's Website https://www.hal-india.co.in, websites of the Stock Exchanges i.e BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com and https://www.nseindia.com respectively, and on the website of KFintech at https://evoting.kfintech.com at download section.
We desire members to support 'Green Initiative' by receiving the Company's communication through email. Members who have not registered their email addresses
and mobile number so far are requested to validate/ register their details with the Depository Participant, for receiving all communication including Annual Report and other Notices from the Company electronically. In case of queries, Members are requested to write to einward.ris@kfintech.com or call at the toll free number 1800 309 4001.
In compliance with the provisions of section 108 of the Act, the Rules made thereunder and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through e-voting services provided by KFin Technologies Limited, on all resolutions set forth in this Notice. Members attending the AGM through VC/ OAVM, who have not cast their votes by remote e-voting shall be able to exercise their vote through e-voting during the AGM. Members, who have cast their vote by remote e-voting prior to the AGM, may attend the AGM through VC/ OAVM but shall not be entitled to cast their vote again. The Procedure
/ Instruction for e-voting and joining AGM are provided in this notice.
The remote e-voting period commences on Sunday, August 24, 2025 (9.00 A.M. IST) and ends on Wednesday, August 27, 2025 (5.00 P.M. IST). During this period, the Members, whose names appear in the Register of Members / list of Beneficial Owners, as on the cutoff date i.e. Thursday, August 21, 2025, may cast their votes electronically. The remote e-voting module shall be disabled by KFin Technologies Limited for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Act.
Pursuant to the provisions under section 105 of the Act, a member who is entitled to attend and vote at a General Meeting, shall be entitled to appoint another person as a proxy to attend and vote on his/her behalf, and the proxy need not be a Member of the Company. Since, this AGM is being held through VC / OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip is not annexed to this Notice. However, pursuant to Section 112 and 113 of the Act, the President of India or Body Corporate, who are members, are required to send a scanned copy of its Board or Governing Body Resolution / Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote electronic - voting
(e-voting). The said resolutions / Authorizations can be forwarded to RTA on evoting@kfintech.com or sent to the Company by email through its registered email address to investors@hal-india.co.in
The following documents will be available for inspection by the Members electronically during the AGM. Members seeking to inspect such documents can send an email to investors@hal-india.co.in
The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013.
The Register of Contracts or arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013.
Brief profile of the Directors seeking appointment/ re-appointment, as mandated under Regulation 36(3) of the SEBI Listing Regulations forms part of the Notice.
As per Regulation 40 (1) of SEBI Listing Regulations, as amended, transfer of securities of the Company shall not be processed unless the securities are held in the dematerialised form with a depository. Further, transmission or transposition of Securities of the Company held in physical or dematerialised form shall be effected only in dematerialised form.
The Board of Directors of the Company in its 494'^ meeting held on June 27, 2025 has recommended a final dividend of `15/- per share of ` 5/- each, subject to approval of shareholders at its 62'd AGM.
The Company has fixed Thursday, August 21, 2025 as the "Record Date" for determining entitlement of Members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.
If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on or before September, 27, 2025 to a\ Beneficial Owners as per the data as may be made available by the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), collectively "Depositories", as on record date.
Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1" April 2020 and the Company is required to deduct tax at source (TDS) from dividend payable to shareholders at applicable rates, at the time of making payment of the dividend. In order to enable the Company to determine
the appropriate TDS/ withholding tax rate applicability and to verify the documents and provide exemption, Members are requested to upload the requisite documents at https://ris.kfintech.com/form15/default.aspx on or before Record Date i.e. August 21, 2025. No communication on the tax determination / deduction shall be entertained thereafter. The shareholders are requested to update their PAN with the depositories.
Members are requested to address all correspondence including dividend related matters to the Registrar & Share Transfer Agent(RTA) of the Company i.e. KFin Technologies Limited (formerly known as "KFin Technologies Private Limited"), Selenium Building, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad -500 032, Telangana, Toll free number 1800
309 4001 e-mail Id: einward.ris@kfintech.com.
Members wishing to claim dividends that remain unclaimed are requested to correspond with the RTA at their address mentioned above or the Company Secretary of the Company at investors@hal-india.co.in
The Board has appointed M/s SNM & Associates, Company Secretaries, Bengaluru as the Scrutinizer to scrutinize the e-voting in a fair and transparent manner.
The results of the above resolutions shall be declared within 2 working days from the conclusion of the AGM of the Company and the Resolutions will be deemed to be passed on the date of the AGM, subject to receipt of the requisite number of votes in favour of the resolutions.
The results of the voting declared along with the scrutinizes's report will be published on the website of the Company (https://www.hal-india.co.in) and on website of RTA (https://evoting.kfintech.com) within 2 working days from the conclusion of the AGM and the same shall also be simultaneously communicated to the BSE Limited and the National Stock Exchange of India Limited.
In terms of Section 72 of the Companies Act, 2013, Members may contact their respective DPs for registration of nomination.
Pursuant to Section 139(5) read with Section 142 of the Companies Act, 2013, the Auditors of a Government Company are appointed or re-appointed by the Comptroller and Auditor General (C&AG) of India and their remuneration is to be fixed by the Company in the AGM. The members may authorise the Board to fix an appropriate remuneration of Auditors for the year 2025-26.
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