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Directors Reports

HCL Technologies Ltd (INDUSTRY : IT - Software)

BSE Code: 532281
NSE Symbol: HCLTECH
ISIN Demat: INE860A01027
Book Value ( ₹ ) 151.47
Face Value ( ₹ ) 2
Market Cap ( ₹ Cr. ) 335,463.28
P/E (TTM): 29.49
EPS (TTM): 41.92
Div Yield (%): 3.88

Dear Members,

Your Directors have immense pleasure in presenting the Thirtieth Annual Report of HCL Technologies Limited ("HCL" or the "Company") together with the Audited Financial Statements for the financial year ended March 31,2022.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended March 31, 2022 are as under:

( Rs. in crores)

Particulars	Consolidated		Standalone
	Financial Year ended		Financial Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from operations	85,651	75,379	40,638	35,673
Other income	1,067	927	880	965
Total Income	86,718	76,306	41,518	36,638
Total Expenses	69,766	60,453	28,250	24,228
Profit before tax	16,951	15,853	13,268	12,410
Tax Expense	3,428	4,684	2,394	3,667
Profit for the year	13,523	11,169	10,874	8,743
Other comprehensive income	757	758	277	520
Total comprehensive income for the year	14,280	11,927	11,151	9,263
Earnings per share of f2 each
Basic (in Rs.)	49.77	41.07	40.10	32.22
Diluted (in Rs.)	49.77	41.07	40.09	32.22

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

The Companys enterprise strategy framework helps clients reinvent the customer experience, modernize the digital core, drive continuous innovation and develop comprehensive cloud culture. The Company is focused on growing its share of the large and growing target addressable market for technology services and products.

The Companys three business segments - IT and Business Services ("ITBS"), Engineering and R&D Services ("ERS"), and Products & Platforms ("P&P") enable it to maintain forward momentum, sustain an upward business trajectory, and keep pace with digital demands of a vast and varied client base. The Company also has a growing focus on helping companies on their journey to Cloud.

ITBS enables global enterprises to transform their businesses through offerings in applications, infrastructure, digital process operations and next-generation digital transformation solutions. ERS offers engineering services and solutions in asset-intensive and asset-light industries, with a focus on product, digital and data engineering. P&P provides modernized software products to global clients for their technology and industry-specific requirements.

Through its cutting-edge co-innovation labs, global delivery capabilities and broad global network, the Company delivers holistic services in various industry verticals, categorized as Financial Services, Manufacturing, Technology & Services, Telecom & Media, Retail & CPG, Life Sciences & Healthcare and Public Services.

The Company maintains a robust strategic alliance ecosystem through which it develops new and differentiated IP / solutions, as well as provides systems integration and managed services.

On a consolidated basis, the Companys revenue from operations was f85,651 crores in the financial year under review, as against f75,379 crores in the previous financial year. The profit for the financial year under review was f13,523 crores, as against f11,169 crores in the previous financial year.

On a standalone basis, the Companys revenue from operations was f40,638 crores in the financial year under review, as against f35,673 crores in the previous financial year. The profit for the financial year under review was f10,874 crores, as against f8,743 crores in the previous financial year.

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report.

3. DIVIDEND

Your Directors have declared the following dividends during the Financial Year ("FY") under review:

S. No.	Dividend declared during FY 2021-22	Date of Declaration	Rate of Dividend per Share (face value of 12 each)	Dividend (1 in crores)*
1	1^st Interim Dividend	April 23, 2021	16.00**	4,342
2	2^nd Interim Dividend	July 19, 2021	6.00	1,628
3	3^rd Interim Dividend	October 14, 2021	10.00	2,714
4	4^th Interim Dividend	January 14, 2022	10.00	2,708
			Total	11,392

Notes:

*The dividend is before deduction of tax at source by the Company. Tax deducted at source was approx. 1.1,185 crores.

**Includes a dividend of 110/- per equity share in recognition of the Companys milestone, crossing the $10B mark in revenue during FY 2020-21.

The financial results for the quarter and year ended March 31, 2022 were approved by the Board of Directors in its meeting held on April 20-21,2022. The Board did not recommend final dividend for the financial year ended March 31, 2022. In the said meeting, the Board declared an interim dividend of 118/- per share for FY 2022-23.

4. TRANSFER TO RESERVES

No amount was transferred to the General Reserve during the financial year under review.

5. SHARE CAPITAL

During the financial year under review, the Company has not issued any equity shares. As on March 31,2022, the Authorized share capital of the Company was 1603,40,00,000/- divided into 301,70,00,000 equity shares of face value of 12 each.

The Issued, Subscribed and Paid-up equity share capital of the Company as on March 31, 2022 was 1542,73,30,192/- divided into 271,36,65,096 equity shares of face value of 12 each.

6. USD DENOMINATED UNSECURED NOTES BY WHOLLY OWNED SUBSIDIARY

During FY 2020-21, HCL America Inc., a step-down wholly owned subsidiary of the Company incorporated under the laws of California, had issued USD 500 million fixed rate, senior unsecured notes ("Notes"), bearing interest at the rate of 1.375% per annum. The Notes were rated "A-" by S&P and are listed on the Singapore Exchange Securities Trading Limited. The Notes will mature in March, 2026.

The Notes have an unconditional and irrevocable guarantee from the Company. The Companys aggregate potential liability under the guarantee is capped at USD 525 million which is 105% of the total aggregate principal amount of the Notes outstanding from time to time. The Corporate Guarantee is being treated as "Contingent Liability" for the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and forms part of this Annual Report.

8. ACQUISITIONS

Gbs-Gesellschaft fur Banksysteme GmbH

During the financial year ended March 31, 2022, the Companys step-down wholly owned subsidiary, HCL Technologies Germany GmbH acquired 51% stake in Gbs- Gesellschaft fur Banksysteme GmbH ("GBS IT") w.e.f. January 5, 2022 through a Joint Venture ("JV") agreement, with Deutsche Apotheker- und Arztebank eG ("apoBank"), the largest cooperative primary bank in Germany. GBS IT is an IT consulting company offering services of IT transformation, IT migration, system integration & development, application management and consulting. The balance 49% stake is held by the apoBank.

Starschema Kereskedelmi es Szolgaltato Korlatolt Felelossegu Tarsasag

The Companys step-down wholly owned subsidiary, HCL Hungary Kft., has w.e.f. April 2, 2022, acquired 100% stake in Starschema Kereskedelmies Szolgaltato Korlatolt Felelossegu Tarsasag ("Starschema"), a limited liability company incorporated in Hungary. Starschema is one of the leading data engineering services firms in Eastern Europe with delivery presence in Hungary and some part of the United States.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31,2022, the Company has 120 subsidiaries and 8 associate companies within the meaning of Sections 2(87) and 2(6) of the Companies Act, 2013 ("Act") respectively. During the financial year under review, there has been no material change in the nature of business of the subsidiaries.

As per the first proviso to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries, associates and joint ventures in Form AOC-1 shall forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act and Regulation 46 of the Listing Regulations, the standalone and consolidated financial statements of the Company along with relevant documents for FY 202122 would be available on the website of the Company at https://www.hcltech.com/investors/results-reports . The financial statements in respect of the subsidiaries for FY 2021-22 would also be available at the Companys website at https://www.hcltech.com/investors/subsidiaries-financials .

Incorporation of new Subsidiaries during the financial year under review

The following new step-down wholly owned subsidiaries of the Company were incorporated during FY 2021-22 -

1. HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada (incorporated under the laws of Costa Rica).

2. HCL Technologies Bahrain W.L.L (incorporated under the laws of Bahrain).

3. HCL Technologies Slovakia (incorporated under the laws of Slovakia).

4. HCL Technologies Morocco Limited (incorporated under the laws of Morocco).

Subsidiaries merged / closed during the financial year under review

The Company has subsidiaries / branches in various countries. Due to certain business reasons like acquisitions, rebadging, etc. there are multiple entities (subsidiaries/ branches) in some countries. The Companys endeavour is to achieve organisational efficiency by optimising resources and managing costs. Accordingly, after taking into consideration the business aspects, local laws and regulations, etc. the Company takes appropriate actions for internal restructuring by integrating businesses amongst subsidiaries / branches so as to reduce the number of entities.

In view of the above, the following step-down wholly owned subsidiaries of the Company were merged / closed during FY 2021-22 -

1. 14 subsidiaries including step-down subsidiaries (all incorporated in Germany) of Honigsberg & Duvel Datentechnik GmbH ("H&D"), merged with and into H&D (incorporated in Germany), in the following manner:

• 4 step-down wholly owned subsidiaries of H&D merged with their immediate parent company viz. H&D IT Automotive Services GmbH, wholly owned subsidiary of H&D.

• 1 step-down wholly owned subsidiary of H&D merged with its immediate parent company viz. CATIS GmbH, wholly owned subsidiary of H&D.

• Post-merger of the aforesaid 5 subsidiaries with their immediate parents, both these parent companies along with other 7 subsidiaries of H&D merged with and into H&D.

The aforesaid mergers were approved by the appropriate authorities in Germany on April 1, 2021 and the mergers were effective from January 1,2020.

2. H&D (incorporated in Germany), merged with and into HCL Technologies Germany GmbH (incorporated in Germany). The said merger was approved by the appropriate authorities in Germany on April 6, 2021 and the merger was effective from January 1, 2020.

3. HCL GmbH (incorporated in Germany), was merged with and into HCL Technologies Germany GmbH (incorporated in Germany). The said merger was approved by the appropriate authorities in Germany on April 6, 2021 and the merger was effective from April 1, 2020.

4. Geometric SAS (incorporated in France) was merged with and into HCL Technologies France SAS (incorporated in France), w.e.f. April 1,2021.

5. PowerTeam LLC (incorporated in Minnesota, USA), was merged with and into HCL America Inc. (incorporated in California, USA), w.e.f. May 11,2021.

6. Geometric SRL (incorporated in Romania), was merged with and into HCL Technologies Romania SRL (incorporated in Romania), w.e.f. June 10, 2021.

7. CeleritiFinTech Australia Pty. Limited (incorporated in Australia) was voluntarily dissolved on December 4, 2021.

8. Pervasive Software Inc. (incorporated in Delaware, USA), was merged with and into Actian Corporation (incorporated in Delaware, USA), w.e.f. December 28, 2021.

9. Versant Software LLC (incorporated in California, USA), was merged with and into Actian Corporation (incorporated in Delaware, USA), w.e.f. December 28, 2021.

10. HCL Software Limited, formerly "HCL Foundation", (incorporated in India) was voluntarily struck off on March 2, 2022.

11. C3i (UK) Limited (incorporated in UK) was voluntarily dissolved on March 29, 2022.

Closure of Subsidiary after the close of the financial year under review

1. Point to Point Limited (incorporated in UK), was voluntarily dissolved on April 5, 2022.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive Director, Non-Executive Non-Independent Directors, Independent Directors and Women Directors.

Details of the composition of the Board of Directors, appointments / re-appointments during the financial year under review, director retiring by rotation and details of declaration by Independent Directors have been provided in the Corporate Governance Report which forms part of this Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, six meetings of the Board of Directors were held. The details of the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

13. BOARD COMMITTEES

The Company has the following Board Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Finance Committee

7. ESG & Diversity Equity Inclusion Committee

Details of the composition of the Committees and changes therein, terms of reference of the Committees, attendance of Directors at meetings of the Committees and other requisite details are provided in the Corporate Governance Report which forms part of this Annual Report.

14. FAMILIARIZATION PROGRAMME

The details of the familiarization programme have been provided under the Corporate Governance Report which forms part of this Annual Report.

15. BOARD EVALUATION

The Annual Performance Evaluation of the Board, its Committees, the Chairperson of the Board and the individual directors was undertaken by the Board of Directors / Independent Directors in terms of the provisions of the Act and the Listing Regulations. The evaluation was carried out in terms of the framework and criteria of evaluation as approved by the Nomination and Remuneration Committee of the Company. The process and criteria of evaluation is explained in the Corporate Governance Report which forms part of this Annual Report.

16. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of your Company in the Twenty-Seventh Annual General Meeting ("AGM") of the Company held on August 6, 2019 for a term of five consecutive years from the conclusion of the said AGM till the conclusion of the Thirty- Second AGM to be held in the year 2024.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. B S R & Co. LLP, Statutory Auditors in their report for FY 2021-22. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

17. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of the provisions of the Section 204 of the Act, M/s. Chandrasekaran Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company for FY 2021-22. The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report. The report is self-explanatory and does not call for any further comments. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditor in their report.

18. MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed by the Central Government under the provisions of the Section 148(1) of the Act are not applicable to the business activities carried out by the Company. Accordingly, such cost accounts and records are not maintained by the Company.

19. ANNUAL RETURN

Pursuant to the provisions of the Sections 92(3) and 134(3) (a) of the Act, the Annual Return of the Company for FY 2021-22 is available on the website of the Company at https://www.hcltech.com/investors/results-reports .

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee formulates the criteria for determining the qualifications, positive attributes and independence of directors in terms of its charter. In evaluating the suitability of individual Board members, the Committee takes into account factors such as educational and professional background, general understanding of the Companys business dynamics, professional standing, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in the Corporate Governance Report which forms part of this Annual Report.

21. RISK MANAGEMENT POLICY

The Board of Directors of the Company have formed a Risk Management Committee to inter-alia assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. In addition, the Audit Committee is also empowered to oversee the areas of risks and controls.

The Company has developed and implemented a Risk Management Policy that ensures appropriate management of risks in line with its internal systems and culture.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Companys policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

23. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

25. TRANSACTIONS WITH RELATED PARTIES

The particulars of transactions entered into with the related parties referred to in Section 188(1) and applicable rules of the Act, have been given in Annexure 2 to this Report in Form AOC-2. The Company also has in place a ‘Related Party Transaction Policy, which is available on the website of the Company at https://www.hcltech.com/investors/governance - policies/rptpolicypdf.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company contributes progressively to the socio-economic and environmental advancement of the planet with ‘Corporate Social Responsibility ("CSR") at the very core of its existence. To meet its goals, the Company drives its corporate social responsibility agenda through its CSR arm, HCL Foundation, a public charitable trust.

The CSR Committee of the Company is inter-alia responsible for formulating, recommending and monitoring the CSR Policy of the Company which contains the approach and direction given by the Board of Directors, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.

The composition of the CSR Committee, a brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the financial year under review are set out in Annexure 3 to this Report in the format as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR projects as approved by the Board of Directors for FY 2022-23 are available on the website of the Company at https://www.hcltech.com/investors/corporate - social-responsibilitv-hcl.

27. DIVIDEND DISTRIBUTION POLICY

The Company has formulated and published a Dividend Distribution Policy which provides for the circumstances under which the members may / may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters regarding different classes of shares, etc. The provisions of this Policy are in line with Regulation 43A of the Listing Regulations, and the Policy is available on the website of the Company at https://www.hcltech.com/investors/governance-policies/ddppdf .

28. UNCLAIMED DIVIDENDS AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, the dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of transfer to unpaid dividend account have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of the unpaid / unclaimed dividend amount which will be transferred to IEPF in the subsequent years are given in the Corporate Governance Report which forms part of this Annual Report.

Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which dividends have not been paid or claimed by the members for seven consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority. Accordingly, during the financial year under review, the Company has transferred 8,509 equity shares to the demat account of the IEPF Authority. The details of such shares are available on the website of the Company at https://www.hcltech.com/investors/iepf-details .

29. DEPOSITS

The Company has no deposits and also has not accepted any deposits from the public during the financial year under review.

30. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in terms of Regulation 34(3) of the Listing Regulations along with the Statutory Auditors certificate is attached and forms part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Listing Regulations mandate the inclusion of Business Responsibility Report ("BRR") as part of the Annual Report of the Company to describe the initiatives taken by the companies in regard to environmental, social and governance responsibilities. However, as per amended Regulation 34(2) of the Listing Regulations, the requirement of submitting a business responsibility report shall be discontinued after FY 2021-22 and thereafter, with effect from FY 2022-23, the top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report ("BRSR") in the format as specified by the SEBI from time to time. Further, even for FY 2021-22, the top one thousand listed entities may voluntarily submit a BRSR in place of the mandatory BRR.

In compliance with this regulation, the Company has prepared a BRSR for FY 2021-22 on voluntarily basis instead of BRR and the same forms part of this Annual Report.

32. INSIDER TRADING REGULATIONS

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has adopted a Code of Conduct on Prohibition of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code"). The Fair Disclosure Code is available on the website of the Company at https://www.hcltech.com/investors/governance - policies/fair-disclosure-codepdf.

33. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenal share of recognitions and awards this year, not only from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key honors received by the Company during the year include:

Awards

1. The Company was ranked #1 in the world in Professional Services sector in Forbes ‘Worlds Best Employers List 2021. It featured among the Top 5 multinationals headquartered in India, across all sectors and amongst Global top 100 for the second consecutive year.

2. The Company was awarded ‘Corporate Citizen of the Year 2021 by Economic Times for being a flag-bearer of social change and champions of good governance.

3. The Company was ranked #1 in ESG ratings by Edelweiss. It had the highest overall score among Indias Top NSE 100 companies.

4. The Company entered the Guinness World Record for #CodeForCovid19 for conducting the largest Healthcare Technology Solution Competition.

Recognitions

1. Executive Recognitions

• Mr. Shiv Nadar was honored with Global Leadership Award, 2021 by US India Business council for distinguished leadership and the seminal role that he has played in advancing the strategic and economic partnership between India and the United States of America.

• Mr. Shiv Nadar was honored with the prestigious Philanthropist of the year, 2021 award by Indo- French Chamber of Commerce and Industry.

• Mr. Shiv Nadar was honored with Eminent Engineer Award, 2021 by the Engineering Council of India for his pioneering role in the field of engineering, business, and philanthropy.

• Ms. Roshni Nadar Malhotra was recognized among Forbes 100 ‘Most Powerful Women of the World, 2021.

• Ms. Roshni Nadar Malhotra awarded with Business ‘Todays Most Powerful Women Award, 2021, for second year consecutively.

2. Diversity and Inclusion Recognitions

• The Company was recognized as the Best Organization for Women, 2021 by the Economic Times.

• The Company was recognized among Indias Best workplaces for Women, 2021 by Great Place to Work? Institute.

• The Company was named in the Global Gender-Equality Index, 2022 by Bloomberg.

• The Company was among the Excellence in Practice Award Winners for Diversity & Inclusion, 2022 by Association of Talent Development (ATD).

3. Industry and Analyst Recognitions

• The Company was positioned as a Leader in the 2021 Gartner? Magic QuadrantTM for Public Cloud IT Transformation Services.

• The Company was positioned as a Leader in the 2021 Gartner? Magic QuadrantTM for Managed Network Services.

• The Company was positioned as a Leader in the 2021 Gartner? Magic QuadrantTM for Data Center Outsourcing and Hybrid Infrastructure Managed Services, Global.

• The Company was positioned as a Leader in The Forrester Wave™: Application Modernization and Migration Services, Q3 2021.

• The Company was positioned as a Leader in the I DC MarketScape: Worldwide Supply Chain SAP Ecosystem Services 2021 Vendor Assessment (Doc #US47537120, March 2021).

• HCL Software positioned as a Leader in IDC MarketScape: Worldwide Cloud Testing 2022 Vendor Assessment (Doc #US47097221, March 2021).

• The Company was positioned as a Leader in the IDC MarketScape: Worldwide Artificial Intelligence Business Services 2021 Vendor Assessment (Doc #US46741721, June 2021).

• The Company was positioned as a Leader in the IDC MarketScape: Worldwide Managed Multicloud Services 2021 Vendor Assessment (Doc # US45977020, October 2021.

• The Company was positioned as a Leader in the Everest Groups Application Transformation Services PEAK Matrix? Assessment 2021.

• The Company was positioned as a Leader in Everest Groups 5G Engineering Services PEAK Matrix? Assessment 2021.

• HCL Software positioned as a Leader 2021 Gartner? Magic QuadrantTM for Application Security Testing.

• The Company was positioned as a Leader in the Everest Groups IT Managed Security Services PEAK Matrix? Assessment 2021.

• The Company was positioned as a Leader in the Everest Groups Enterprise Quality Assurance (QA) Services PEAK Matrix? Assessment 2022.

• The Company was positioned as a Leader in Avasants SAP S/4HANA Services 2021-2022 RadarView™ .

• The Company was positioned as a Leader in Everest Groups Digital Product Engineering Services PEAK Matrix? assessment 2022.

• The Company was positioned as a Leader in the 2022 Gartner? Magic QuadrantTM for Outsourced Digital Workplace Services.

• The Company was positioned as a Leader in the 2022 Gartner? Magic QuadrantTM for Managed Mobility Services.

34. SUSTAINABILITY

"Our guiding philosophy - ACT. PACT, IMPACT"

ACT - We at HCL understand that impact starts with us. We act in the most responsible and sustainable manner. We ensure we use every resource efficiently to garner the maximum value.

PACT - Working together for a sustainable future, hand in hand with our clients, partners, communities and other stakeholders.

IMPACT - We focus on creating sustainable impact through all our initiatives and activities.

Through active engagement with different stakeholders and also looking through the lens of risk and responsibility, the Company has arrived at 12 material ESG topics to focus on. More details on the material topics of the Company are available in the Business Responsibility and Sustainability Report of the Company which forms part of this Annual Report.

This year, the Company has also made commitment on climate change. The aim of the Company is to limit the GHG emissions aligned to a 1.5^oC pathway by 2030 and to reach net-zero by 2040.

35. ORGANIZATION EFFECTIVENESS

Human Resources

Last two years have tested our resilience, and our Company has demonstrated its fortitude and has emerged much stronger, together. The Company salutes the strength and endurance of its employees in these challenging times. A commitment to our core values has helped us build long term, value centric relationship with our clients as well as our employees.

The Company continues its journey with proactive efforts to safeguard the employees, minimize impact on clients, reduce financial risk, maintain supply chain resilience and provide support to the communities lived and served around the world.

Employee Strength and Expansion

After the close of another successful year, the Company and its subsidiaries have attained an impressive employee strength of 2,08,877 and continues to build and support the business strategy of "Mode 1-2-3".

Our emphasis and commitment to talent localization continues. We believe this strategy confers us competitive advantages in a tightening regulatory environment with respect to workforce mobility. In the United States, our localization stands at 70.9%.

The Company prides itself in employing people from different geographies and nationalities, creating a unique fabric of values and traditions. As on March 31, 2022, the Company employed resources from 165 nationalities and women represented 28% of the global workforce.

The Company is revamping its internal technology interface to gauge employee sentiment better and provide an advanced tool for on boarding & training. The Company is using techniques such as gamification as well as AI tools to track and address dissatisfaction levels related to work. It is also set to enhance the overall employee experience with respect to training and onboarding.

Our "Hire to Retire" platform aims to improve the entire employee lifecycle from recruitment, on boarding and training and right up to retirement.

To ease supply-side constraints and to have access to diversified skills, the Company is expanding into other geographies over the next three-four quarters. Some of the geographies that the Company is investing into source talent include countries like Romania, Hungary, Bulgaria, Guatemala, Costa Rica and also ramping up its presence in Vietnam, Australia, New Zealand, etc.

Talent Acquisition

The talent acquisition practices of the Company are aligned to its Mode 1-2-3 strategy. The Company has leveraged digital technologies to enhance the quality and experience of its talent acquisition programs.

The series of initiatives are helping the Company to create a stable workforce. Hiring freshers is a big component of the HCL talent strategy, and the Company is looking ambitiously at onboarding higher number of freshers in FY23 compared to FY22. The Company invested in all the freshers that it is recruiting in terms of providing them the compensation visibility for five years.

Talent Development

The Companys Talent Development Centre of Excellence ("CoE") continues to focus on creating a culture of continuous learning through its business focused learning solutions, contributing to the vision of building a truly global organization.

During the fiscal year, 1,45,848 employees availed 8.29 million hours of training for enhancing their current skills and learning new skills. 68,146 unique employees were also trained in digital skills during this period.

The vagaries posed by the Covid-19 pandemic pushed team members to work in a virtually connected mode, further prodding talent development to rearticulate competencies relevant to this unprecedented change. The ‘New Normal competencies became an integral part of the key learning solutions being deployed globally. These were also translated into micro-learning nuggets to adequately engage the people and provide them the necessary perspective to lead ‘Self and ‘Team during the trying times.

The Companys DNA of grassroots innovation, its ingrained culture of co-innovation, and its tradition of going far beyond what is expected to create customer value, clearly differentiate it and gives it a distinct advantage in creating value for businesses in the digital and connected world. The training programmes of the Company cater to this dynamic need of its employees.

The Company has also identified employees to be trained as next generation leaders and charter a career path in the firm. Reskilling is another area of focus, where the Company is now able to fulfil more new roles coming in internally.

Diversity and Inclusion

In an era where disruptive innovations are creating new industries and business models, technology, globalization, the evolving workforce & workplace continue to shape the future of work. The Company is unwaveringly committed to be purposefully and deliberately diverse, equitable and inclusive. The Companys Diversity, Equity & Inclusion are at the heart of our values. The Company strongly believe that its diversified workforce which is a culmination of 163 nationalities coming from many of the countries in which the Company do business are an asset & are the real ‘Differentiators, providing them a fair opportunity to attain their full potential and creating an inclusive environment translating into them being valued, treated equally & with respect are essential components and can result in increased creativity, productivity, and innovation leading to better business results.

The Company has made concentrated efforts to identify, acknowledge & encourage employees from all backgrounds to be part of our global workforce with equal opportunities of growth given to them through various platforms where the Company enables under Diversity, Equity and Inclusion strategy. The Company make an intentional and continuous effort to create and sustain a culture of equality, selfawareness, authenticity and accountability in the realm of gender, cross-cultural diversity, persons with disabilities and LGBTQ+ inclusion. Under the canopy of impressive initiatives & platforms which drives our Diversity, Equity and Inclusion vision, the Company has created a beautiful mosaic of different people, beliefs, experiences and innovation where everyone has an equal shot and we all thrive and contribute to our strengths to find a common ground for creativity and to accomplish great things.

Recognition of HCL Culture and Engagement Practices across the World

To reinforce alignment of core beliefs and actions, the Company continues to transform its policies, processes and practices. This has further enabled and empowered the employees, a fact that has been well recognized by various industry forums and leading associations. Our distinctive people practices continue to win accolades across the globe.

36. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under Section 134(3) (m) of the Act, read with the Companies (Accounts) Rules, 2014 to the extent applicable to the Company, are set out in Annexure 4 to this Report.

37. DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under Section 134(3)(c) of the Act, is annexed as Annexure 5 to this Report.

38. STOCK OPTIONS PLANS

The Board of Directors of the Company with the approval of its shareholders during the FY 2021-22 instituted the ‘HCL Technologies Limited - Restricted Stock Unit Plan 2021.

The details of the same has been annexed as Annexure 6 to this Report.

39. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

S. No. Name of the Director	Ratio to median remuneration of employees
Executive Directors
1 Mr. Shiv Nadar, Managing Director & Chief Strategy Officer	-
2 Mr. C. Vijayakumar, CEO & Managing Director	-
Non-Executive Directors
3 Ms. Roshni Nadar Malhotra	9.33
4 Mr. Deepak Kapoor	8.05
5 Mr. S. Madhavan	9.93
6 Dr. Mohan Chellappa	8.54
7 Ms. Nishi Vasudeva	8.07
8 Ms. Robin Ann Abrams	10.24
9 Dr. Sosale Shankara Sastry	7.10
10 Mr. Shikhar Malhotra	8.16
11 Mr. R. Srinivasan	9.31
12 Mr. Simon John England	7.46
13 Mr. Thomas Sieber	8.00
14 Ms. Vanitha Narayanan	-

Notes:

(1) Mr. Shiv Nadar ceased to be the Director as well as Managing Director of the Company w.e.f. July 19, 2021. Mr. C. Vijayakumar was appointed as the Managing Director of the Company w.e.f. July 20, 2021. Since, they were the directors of the Company for part of the year, the said information is incomparable and not provided.

(2) The remuneration of Non-Executive Directors comprises of sitting fees and commission paid /payable for the FY 2021-22.

(3) Ms. Vanitha Narayanan was appointed as an Additional Director in the capacity of Non-Executive Independent director w.e.f. July 19, 2021. Hence, the said information is incomparable and not provided.

B. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

a) Executive Directors / Chief Executive Officer

S. No. Name of the Director	% Increase in Remuneration in the financial year
1 Mr. Shiv Nadar Managing Director & Chief Strategy Officer	-
2 Mr. C. Vijayakumar CEO & Managing Director	Annual Compensation (FY 2021- 22 vs. FY 2020- 21 )	0%
	Long-Term Incentive for 2 year period
	(FY 2019-20 & FY 2020-21 vs. FY 2017-18 & FY 2018-19)	0%

Notes:

1) Mr. Shiv Nadar ceased to be the Director as well as Managing Director of the Company w.e.f. July 19, 2021. There was no change in his remuneration during the FY 2021-22.

2) Mr. C. Vijayakumar has been the Chief Executive Officer of the Company He was appointed as the Managing Director of the Company w.e.f. July 20, 2021 with the designation as ‘CEO & Managing Director. Mr. C. Vijayakumar did not receive any remuneration from the Company, however, he received remuneration [including a Long-Term Incentive ("LTI")] from HCL America Inc., a step-down wholly owned subsidiary of the Company. There has been no change in his remuneration during the FY 2021-22 except for receipt of USD 12.5 million as LTI that is paid at fixed intervals (at the end of two years) based on the achievement of milestones /parameters fixed by the Board. Accordingly, the payment of above lTi is for two years that ended on March 31, 2021 viz. USD 6.25 million for FY 2019-20 & uSd 6.25 million for the FY 2020-21.

b) Non-Executive Directors

S. No. Name of the Director	% Increase in Remuneration in the financial year
1 Ms. Roshni Nadar Malhotra	32.56
2 Mr. Deepak Kapoor	35.89
3 Mr. S. Madhavan	30.31
4 Dr. Mohan Chellappa	31.14
5 Ms. Nishi Vasudeva	36.62
6 Ms. Robin Ann Abrams	14.90
7 Dr. Sosale Shankara Sastry	8.95
8 Mr. Shikhar Malhotra	34.63
9 Mr. R. Srinivasan	13.53
10 Mr. Simon John England	14.53
11 Mr. Thomas Sieber	10.28
12 Ms. Vanitha Narayanan	-

Notes:

1) The remuneration of Non-Executive Directors comprises of sitting fees and commission paid/payable for the FY 2021-22. The change in remuneration includes any variation on account of exchange rate.

2) Ms. Vanitha Narayanan was appointed as Non-Executive Independent Director during FY 2021-22 and therefore, the change in remuneration from the previous financial year is not applicable.

c) Chief Financial Officer and Company Secretary

S. No. Name of the Key Managerial Personnel	% Increase in Remuneration in the financial year
1 Mr. Prateek Aggarwal, Chief Financial Officer	36.15
2 Mr. Manish Anand, Company Secretary	9.08

Note:

Mr. Prateek Aggarwal received remuneration from the Company as well as from HCL America Inc., a step-down wholly owned subsidiary of the Company. Hence, the above % has been calculated after taking into account the remuneration drawn both from the Company as well as the said subsidiary. The change in remuneration includes any variation on account of exchange rate.

C. The percentage increase in the median remuneration of employees in the financial year: 11.42%.

D. The number of permanent employees on the rolls of Company: There were 1,12,498 permanent employees on the rolls of the Company. In addition, the Company had 96,379 number of employees on the rolls of its subsidiaries.

E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year was 6.85%.

F. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

40. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list of top ten employees of the Company in terms of the remuneration drawn in FY 2021-22 and a statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of ?1.02 crores per annum or more and employees employed for part of the year and in receipt of ?8.50 lacs or more per month is provided in a separate exhibit forming part of this report. The Annual Report and the Financial Statements are being sent to the shareholders excluding this exhibit. This exhibit is available to any shareholder for inspection on request and is also available on the website of the Company at https://www.hcltech.com/investors/results-reports .

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistleblower Policy to provide vigil mechanism for employees, directors and other stakeholders of the Company to report genuine concerns (including reporting of instances of leakage of unpublished price sensitive information) and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act and the Listing Regulations and the said Policy is available on the website of the Company at https://www.hcltech.com/investors/governance - policies/whistleblowerpolicypdf. The details of the Whistleblower Policy are provided in the Corporate Governance Report which forms part of this Annual Report.

42. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

43. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention and Redressal of Sexual Harassment at Workplace Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. The details of the Policy and the complaints are given under Corporate Governance Report and the Business Responsibility and Sustainability Report respectively, which form part of this Annual Report.

44. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company and its subsidiaries / associates. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. The Board wishes to thank the customers, vendors and other business associates for their continued support in the Companys growth and also wishes to thank the government authorities, banks and members for their cooperation and assistance extended to the Company.