HGS (India) Limited formed its listing board in 2025-26

HGS (India) Limited formed its current listing board in two steps: it appointed all three independent directors on October 29, 2025 and constituted the Audit, Nomination and Remuneration, and Stakeholders Relationship Committees on February 12, 2026. The nine-member board consequently has three independent directors, all appointed on the same date.

When did HGS (India) appoint its independent directors?

HGS (India) appointed Ravi Indra Singh Verdi, Dileep Rao and Ravinder Singh Sodhi as independent directors on October 29, 2025. Each director’s current term began on that date and none is liable to retire by rotation. Shareholders regularised the three appointments at a meeting held on March 11, 2026.

The October 29, 2025 appointments followed the September 30, 2025 cessation of Late Major Brijendra Singh as a director due to his demise. On October 29, 2025, HGS (India) also appointed Shashi Singh as a non-executive director and appointed Malti Sen as chairperson, with the stated reason for the latter change being better corporate governance.

The shared appointment date distinguishes the independent-director cohort from other current board members. Managing Director Anil Dass has been a director since incorporation, Whole Time Director Samir Gugnani has been a director since May 9, 2011, and Chairperson Malti Sen has been a director since April 1, 2014. The three independent directors therefore joined simultaneously rather than through separate earlier appointments.

What is HGS (India)'s board composition?

HGS (India) has nine directors: one managing director, two whole-time directors, three non-executive directors and three independent directors. The company states that the composition, including one woman director, complies with the Companies Act, 2013 and the Securities and Exchange Board of India, or SEBI, Listing Regulations.

Independent directors represent three of nine seats, or one-third of the board. The Articles of Association allow a board of at least three and no more than 15 directors. HGS (India) also states that, under Section 152 of the Companies Act, at least two-thirds of directors other than independent directors are liable to retire by rotation.

None of the three independent directors held equity shares in HGS (India) as of the Red Herring Prospectus date. Directors held 9,83,227 shares, or 11.52% of the company, comprising Anil Dass's 6.43%, Shashi Singh's 5.03% and Anand Narain Bhatia's 0.23% holdings. The disclosure does not require directors to hold qualification shares.

Which listing board committees did HGS (India) constitute?

HGS (India) constituted its Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee at a board meeting on February 12, 2026. On the same date, it reconstituted, rather than newly constituted, its Corporate Social Responsibility Committee under Section 135 of the Companies Act.

The three-member Audit Committee is chaired by independent director Dileep Rao and also includes independent director Ravinder Singh Sodhi and Managing Director Anil Dass. It must meet at least four times in a financial year, with no more than 120 days between meetings. Its quorum is two members or one-third of the committee, whichever is greater, and must include at least two independent directors.

The Nomination and Remuneration Committee has Ravi Indra Singh Verdi as chairperson, Anand Narain Bhatia as member and Dileep Rao as member. It must meet at least once each financial year and requires a quorum of two members or one-third of its members, including at least one independent director. Its remit covers director-selection criteria, remuneration, board diversity and performance evaluation.

The Stakeholders Relationship Committee consists of Anand Narain Bhatia as chairperson, Whole Time Director Samir Gugnani and Dileep Rao. It must meet at least once a financial year and report quarterly to the board on shareholder-complaint redressal. Its stated responsibilities include securities transfers and transmission, dividend-related complaints, duplicate certificates and oversight of the registrar and share transfer agent.

How does HGS (India)'s Audit Committee oversee financial reporting?

HGS (India) assigned oversight of financial reporting, audit, related-party transactions and issue-proceeds use to its Audit Committee. The committee’s terms require it to review annual, half-yearly and quarterly financial statements, monitor statutory-auditor independence, evaluate internal financial controls and review risk-management systems.

The Audit Committee must also review statements of deviations from purposes stated in an offer document and, where applicable, a monitoring agency’s report on the use of funds. It can investigate matters within its terms of reference, seek information from employees, obtain external legal or professional advice and secure attendance of outside experts. Two of its three members are independent directors.

The committee’s remit includes approval or modification of related-party transactions, scrutiny of inter-corporate loans and investments, and review of internal-audit findings. Its charter also requires review of the appointment, removal and remuneration of the chief internal auditor. These functions are specified under Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations.

What changes when HGS (India) lists its shares?

HGS (India) states that the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 and the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018 will apply immediately upon listing of its equity shares. The company says it has constituted the required board committees and adopted prescribed policies, while the board has undertaken to continue compliance with the Listing Regulations and the Companies Act.

The company adopted its insider-trading policy in view of the proposed public offer. The SEBI Prohibition of Insider Trading Regulations, 2015 will apply upon listing, according to the disclosure. The board is responsible for policies and procedures to preserve unpublished price-sensitive information and implement the code of conduct under its overall supervision.

HGS (India) set sitting fees at Rs 20,000 for each board meeting and Rs 5,000 for each committee meeting attended through board resolutions dated October 29, 2025 and February 12, 2026. The Companies Act framework cited by the company permits fees up to Rs 1 lakh for a board or committee meeting. For financial year 2026, Ravi Indra Singh Verdi received Rs 70,000, Ravinder Singh Sodhi received Rs 65,000 and Dileep Rao received Rs 55,000 in sitting fees.

Conclusion

HGS (India)'s governance disclosures establish a clear sequence: all three current independent directors entered the board on October 29, 2025, and the three core committees were constituted on February 12, 2026. The resulting nine-member board has one-third independent representation, while independent directors chair the Audit Committee and the Nomination and Remuneration Committee.

The next disclosed milestone is listing, when the SEBI Listing Regulations will apply immediately. Compliance can be tracked through the committee schedules: at least four Audit Committee meetings annually, at least one Nomination and Remuneration Committee meeting, at least one Stakeholders Relationship Committee meeting, and quarterly board reporting on shareholder-complaint redressal.