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Director's Report

Change Company Name
HCL Technologies Ltd
Computers - Software - Large
BSE Code 532281 ISIN Demat INE860A01027 Book Value 145.45 NSE Symbol HCLTECH Div & Yield % 3.33 Market Cap ( Cr.) 423,440.30 P/E 36.27 EPS 43.02 Face Value 2

Dear Members,

Your Directors have immense pleasure in presenting the Thirty-First Directors' Report of HCL Technologies Limited ("HCLTech" or the "Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2023.


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, 2023 are as under:

(Rs in crores)
Consolidated Standalone
Particulars FY ended FY ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Revenue from operations 1,01,456 85,651 46,276 40,638
Other income 1,358 1,067 1,031 880
Total Income 1,02,814 86,718 47,307 41,518
Total Expenses 83,326 69,766 32,591 28,250
Profit before tax 19,488 16,951 14,716 13,268
Tax Expense 4,643 3,428 3,257 2,394
Profit for the year 14,845 13,523 11,459 10,874
Other comprehensive income 1,301 757 (259) 277
Total comprehensive income for the year 16,146 14,280 11,200 11,151
Earnings per share of 2 each
Basic (in Rs) 54.85 49.77 42.32 40.10
Diluted (in Rs) 54.79 49.77 42.27 40.09


The Company is committed in bringing together the best of technology and its people to empower enterprises and supercharge their digital transformation journeys. The Company has a robust ecosystem of strategic partners with access to best-in-class technologies and has created a global footprint of cutting-edge innovation labs. These combined with the global delivery capabilities allow the Company to help clients to stay ahead of the curve. The Company's commitment to innovation excellence is demonstrated in its leadership positioning in all the six Gartner IT Services Magic Quadrants.

The Company's differentiated portfolio across IT and Business

Services ("ITBS"), Engineering and R&D Services ("ERS"), and Products and Platforms ("P&P") serves clients across all major industry verticals including Financial Services, Manufacturing, Life Sciences & Healthcare, Technology & Services, Telecom & Media, Retail & CPG, and Public Services.

The Company has rolled out a refreshed brand identity with a new ‘HCLTech' logo and a distinct brand positioning

'Supercharging Progress' to reflect its commitment to clients, people, communities and the planet. The new ‘HCLTech' brand and logo is at the heart of the Company's global go-to-market strategy and drives the new Employee Value Proposition ("EVP") – ‘Find Your Spark'.

In a digital-first world driven by technologies like 5G, AI and metaverse, the Company is well positioned to leverage the growing demand for technology services and products. On a consolidated basis, the Company's revenue from operations for the financial year under review was 1,01,456 crores, as against 85,651 crores for the previous financial year. The profit for the financial year under review was 14,845 crores, as against 13,523 crores for the previous financial year.

On a standalone basis, the Company's revenue from operations for the financial year under review was 46,276 crores, as against 40,638 crores for the previous financial year. The profit for the financial year under review was 11,459 crores, as against 10,874 crores for 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 the Annual Report for FY 2022-23.

Directors' Repo_ 121


The Board of Directors has declared the following interim dividends that were paid during the financial year under review:

S. Dividend declared during No. FY 2022-23 Date of declaration Rate of Dividend per Share (face value of 2 each) Dividend amount* (Rs in crores)
1 1st Interim Dividend April 21, 2022 18.00 4,873
2 2nd Interim Dividend July 12, 2022 10.00 2,707
3 3rd Interim Dividend October 12, 2022 10.00 2,707
4 4th Interim Dividend January 12, 2023 10.00 2,707

Note: *The dividend amount shown is the gross amount before deduction of tax at source by the Company. Total tax deducted at source was approx. 1,236 crores.

The financial results for the quarter and financial year ended

March 31, 2023 were approved by the Board of Directors ("Board") in its meeting held on April 19-20, 2023. In the said meeting, the Board declared an interim dividend of 18/- per share for FY 2023-24. The Board did not recommend final dividend for the financial year ended March 31, 2023.


The closing balance of the retained earnings of the Company, on a standalone basis, as on March 31, 2023, after all appropriations and adjustments was 36,490 crores.

For complete details on movement in Reserves and Surplus during the financial year under review, please refer to the Statement of changes in Equity included in the Standalone and Consolidated financial statements of the Company for FY 2022-23.


During the financial year under review, the Company has not issued any equity shares. As on March 31, 2023, the Authorised share capital of the Company was 603,40,00,000/- divided into 301,70,00,000 equity shares of face value of 2 each. The Issued, Subscribed and Paid-up equity share capital of the Company as on March 31, 2023 was 542,73,30,192/- divided into 271,36,65,096 equity shares of face value of 2 each.


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 senior secured notes ("Notes") with a maturity date of March, 2026 and bearing interest rate of 1.375% per annum. The Notes were unconditionally and irrevocably guaranteed by the Company. The Company's aggregate potential liability under the guarantee was capped at USD 525 million which was 105% of the total aggregate principal amount of the Notes. During FY 2022-23, HCL America Inc. through cash tender offer bought back its Notes of the principal amount of USD 247.793 million. Post this buyback, the aggregate principal amount of Notes that remain outstanding are USD 252.207 million. Accordingly, the Company's aggregate potential liability for the Notes has been reduced to USD 264.817 million which is 105% of the total aggregate principal amount of the Notes outstanding.


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 form part of the Annual Report of the Company for FY 2022-23.


As on March 31, 2023, the Company has 122 subsidiaries and 6 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.

Incorporation of new Subsidiary during the financial year under review HCL Technologies Jigani Limited was incorporated in India under the Act.

Acquisitions done during the financial year under review i) Starschema Kereskedelmi s Szolg ltat Korl tolt

Felel sseg Tarsasag (Starchema Kft.)

The Company's step-down wholly owned subsidiary, HCL Technologies Starschema Kft. (formerly known as

HCL Hungary Kft.) acquired 100% stake in Starschema

Kft., a limited liability company incorporated in Hungary. Starschema Kft. is one of the leading data engineering services firms in Eastern Europe with delivery presence in Hungary and some part of the United States. Pursuant to this acquisition, Starschema Kft. and all its subsidiaries have become the step-down wholly owned subsidiaries of the Company with effect from April 2, 2022, being the date rate, of completion of the acquisition. ii) Confinale AG

The Company's step-down wholly owned subsidiary, HCL

Technologies UK Limited, acquired 100% stake in Confinale AG, a Swiss digital banking and wealth management consulting company. Its primary business is to implement wealth management solutions using Avaloq platform and proprietary add-on products. It is focused on technology services in certain specialized areas in the banking sector.

The entire share capital of Confinale AG was earlier held by Manzina Tech GmbH. HCL Technologies UK Limited acquired 100% stake in Manzina Tech GmbH. Pursuant to this acquisition, Manzina Tech GmbH and all its subsidiaries have become the step-down wholly owned subsidiaries of the Company with effectfrom May 31, 2022, being the date of completion of the acquisition. iii) Quest Informatics Private Limited

The Company's wholly owned subsidiary, Sankalp

Semiconductor Private Limited, acquired 100% stake in Quest Informatics Private Limited ("Quest"), a company incorporated in India. Quest is an after-market digital transformation company catering the automotive and construction equipment industries in the after-market ERP space with their products and professional services.

Pursuant to this acquisition, Quest has become a step-down wholly owned subsidiary of the Company with effect from July 12, 2022, being the date of completion of the acquisition.

Subsidiaries merged / closed during the financial year under review The Company has subsidiaries in various countries. The

Company's endeavour is to achieve organisational 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 so as to reduce the number of entities. Considering the above, the following step-down wholly owned subsidiaries of the Company were merged / closed during FY

2022-23: i) Point to Point Limited (incorporated in United Kingdom) was voluntarily dissolved on April 5, 2022. ii) Axon Solutions Pty. Limited (incorporated in New South

Wales, Australia) was liquidated on June 11, 2022. iii) Point to Point Products Limited (incorporated in United Kingdom) was voluntarily dissolved on June 21, 2022. iv) HCL Technologies SEP Holdings Inc. (incorporated in Delaware, USA) was merged with and into HCL America Inc. (incorporated in California, USA) w.e.f. September 1, 2022. v) CeleritiFintech Services Italy S.R.L. (incorporated in Milano, Italy) was liquidated on October 17, 2022. vi) Sankalp USA, Inc. (incorporated in California, USA) was voluntarily dissolved on December 12, 2022. vii) Actian Netherlands BV (incorporated in Amsterdam, The Netherlands) was liquidated on December 28, 2022. viii) Starchema Kft. (incorporated in Budapest, Hungary) was merged with and into HCL Technologies Starschema Kft. (formerly known as HCL Hungary Kft. and incorporated in Budapest, Hungary) w.e.f. December 31, 2022.

Financial Statement 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 Company's subsidiaries, associates and joint ventures in Form AOC-1 shall form part of the Annual Report for FY 2022-23.

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 2022-23 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 2022-23 would be available at the Company's website at https://www.hcltech.com/investors/subsidiaries-financials .


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.


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 efficiency 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.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

11. NUMBER OF MEETINGS OF THE BOARD meetings of the During the financial year under review, five Board of Directors were held. The details of the meetings are provided in the Corporate Governance Report.


The Company has the following Board Committees: i) Audit Committee ii) Nomination and Remuneration Committee iii) Stakeholders' Relationship Committee iv) Risk Management Committee v) Corporate Social Responsibility Committee vi) Finance Committee vii) ESG & Diversity Equity Inclusion Committee

Details of the composition of the Committees, their terms of reference, attendance of Directors at meetings of the

Committees and other requisite details are provided in the

Corporate Governance Report.


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.


M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the 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 2022-23. The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.


In terms of Section 204 of the Act, M/s. Chandrasekaran

Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for FY 2022-23. The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report. There are no qualifications,reservations, adverse remarks or disclaimer made by the Secretarial Auditor in their report. The Secretarial Auditors have not reported any incident of fraud during the financial year under review.


The maintenance of cost records and requirement of cost audit as prescribed by the Central Government under the provisions of 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.


Pursuant to the provisions of the Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for FY 2022-23 is available on the website of the Company at https://www.hcltech.com/investors/results-reports.


The Nomination and Remuneration Committee ("NRC") formulates the criteria for determining the qualifications, positive attributes and independence of directors in terms of its charter. While evaluating the suitability of individual Board members, the NRC takes into account factors such as educational and professional background, general understanding of the Company's business dynamics, professional standing, personal & professional ethics, integrity & values, willingness to devote sufficient and responsibilities effectively.

The NRC 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.


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

A detailed section on Risk Management is provided in the Management Disussion and Analysis Report.



The Company's 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 Company's 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.

21. SIGNIFICANT AND MATERIAL ORDERS and material orders passed by the There are no significant regulators or courts or tribunals impacting the going concern status and Company's operations in future.


The particulars of loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of the Listing Regulations, have been disclosed in the financial statements for FY 2022-23.


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.


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. time & energy in carrying out their duties

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 CSR Committee, a brief outline of the CSR Policy of the Company, the amount that the Company was required to spent in terms of the provisions of the Act, amount that was actually spent and reasons for not spending the prescribed amount and details of capital assets, if any, 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 2023-24 are available on the website of the Company at https://www.hcltech.com/investors/corporate-social-responsibility-hcl.


Your Company's wealth distribution philosophy aims at sharing its prosperity with it shareholders, through a formal earmarking

/ disbursement of profitsto its shareholders. In accordance with

Regulation 43A of the Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy which provides for the circumstances under which the members may / may not expect dividend, the financial parameters, internal and externalfactors,utilizationofretainedearnings,etc.TheDividend Distribution Policy is available on the website of the Company at https://www.hcltech.com/investors/governance-policies/ddppdf.


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 the IEPF in the subsequent years are given in the Corporate Governance Report. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect of which dividend 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 77,832 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.


The Company neither has any outstanding deposits nor it has accepted any deposits from the public during the financial year under review.


The Corporate Governance Report in terms of Regulation 34(3) of the Listing Regulations, along with the Statutory is attached and shall form part of the Auditors' certificate

Annual Report for FY 2022-23.



The Business Responsibility and Sustainability Report in terms of Regulation 34(2) of the Listing Regulations is attached and forms part of Annual Report for FY 2022-23.


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.


Your Company relentlessly pursues excellence and is delighted to receive phenomenal share of recognitions and awards from analysts, governing bodies, academic institutions, partners and even customers. Some of the key honors received by the

Company during the financial year includes:

Corporate Recognitions i) HCLTech has won National CSR Award 2020 under Slum Area Development category instituted by the Ministry of Corporate Affairs, Government of India. ii) HCLTech was rated as an ESG ‘Leader' in the software and services industry by MSCI. iii) HCLTech was included in S&P Global Sustainability Yearbook 2023 as an ‘Industry Mover' for demonstrating sustainable business practices. iv) HCLTech was included in Sustainalytics' 2023 list of ESG Top-Rated Companies in the software and services industry segment and in the Asia Pacific Region. v) HCLTech won Healthy Workplaces Award 2022 from Arogya World.

Executive Recognitions i) The US-India Strategic Partnership Forum ("USISPF"), a bilateral non-profit organization focused on building strategic relationships between India and the U.S., bestowed the Lifetime Achievement Award to Mr. Shiv Nadar for his contribution to the technology industry and his philanthropic initiatives to transform lives through access to educational opportunities. ii) HCLTech Founder and Chairman Emeritus Mr. Shiv Nadar was honored with the Lifetime Achievement Award at The Economic Times Awards for Corporate Excellence for his contributions as a pioneering entrepreneur and philanthropist. iii) HCLTech Chairperson Ms. Roshni Nadar Malhotra was honored with the Business Today Most Powerful Women in Business Award 2023. iv) HCLTech Chairperson Ms. Roshni Nadar Malhotra was honored with Fortune India's Most Powerful Women Award 2022. v) HCLTech CFO Mr. Prateek Aggarwal won the CII Leading CFO of the year 2022 Award in the IT & ITES category.

Employer Recognitions i) HCLTech was certified as a great place to work in the U.S ii) HCLTech won Bronze Award at the Economic Times Human Capital Awards for Power of One employee volunteering initiative. iii) HCLTech received ‘Regional Top Employer certification' in 25 countries under the Top Employer 2023 Program. Of these 25 countries, the Company was ranked number one in 18 countries. HCLTech was also recognized as a

Top Employer in three key geographies: North America, Europe and Asia Pacific.

iv) HCLTech won Best Places to Work in India Awards 2022 in Mega Companies category in Ambition Box. v) HCLTech won multiple awards from Brandon Hall in the following categories:

Two gold, two silver and one bronze awards in the

Diversity, Equity & Inclusion category.

Two gold awards in the Human Resources category.

Three gold and one bronze awards in the Learning and Development category.

Two gold, one silver and one bronze awards in the Talent Management category.

Diversity & Inclusion Recognitions i) HCLTech was included in 100 Best Companies for Women in India list and was recognized as Exemplar of Inclusion in the Most Inclusive Companies Index by Avtar &Seramount. ii) HCLTech was included in:

Seramount's Global Inclusion Index.

Bloomberg Gender Equality Index.

Pride Circle India's India Workplace Equality Index.

iii) HCLTech was recognized as the Diverse Company for 2022 at the Global DEI Summit 5.0, organized by the Times of India and Ask Insights.

Business Recognitions i) HCLTech won Google Cloud Global Breakthrough Partner of the Year 2021 Award. ii) HCLTech won Dell Technologies Global Excellence in Expansion Award. iii) HCLTech won VMware 2022 Partner Value Award. iv) HCLTech awarded in the Outstanding Cloud Offering category at the Digital Bankers Middle East & Africa Retail Banking Innovation Awards 2021. v) HCLTech DRYiCE™ won the ‘LogicMonitor GSI Excellence Award' at LM Elevate 2022 conference. vi) HCLTech won ‘Outstanding Value' award at the 2022 Honda NAIP Supplier Conference. vii) HCLTech ‘SIIA CODiE' (The Software & Information Industry Association) won awards 2022 for ‘Best Customer Service Solution' and ‘Product Management team of the Year'. viii) HCLTech was recognized as ‘Emerging GSI of the year 2021': India, South Korea and Asia region by Proof point. ix) HCLTech won American Honda of the Year Award for outstanding value for its work in PLM managed services. x) HCLTech was recognized as the System Integrator Certification Partner of the Year at the MongoDB Partner.

(xi) HCLTech named a Titanium member, the highest level of recognition, at the Intel Network Builders Winners' Circle Awards for the second consecutive year.

Analysts Recognitions i) HCLTech was positioned as a Leader in 2022 Gartner Magic QuadrantTM for Custom Software Development Services, worldwide*. ii) HCLTech was positioned as a Leader in 2022 Gartner Magic QuadrantTM for Public Cloud IT Transformation

Services*. iii) HCLTech was positioned as a Leader in 2023 Gartner Magic QuadrantTM for Outsourced Digital Workplace

Services*. iv) HCLTech was positioned as a Leader in 2022 Gartner Magic QuadrantTM for Data Center Outsourcing and

Hybrid Infrastructure Managed Services, worldwide*. v) HCLTech was positioned as a Leader in 2022 Gartner Magic QuadrantTM for Managed Mobility Services, Global*. vi) HCLTech was positioned as a Leader in 2022 Gartner Magic QuadrantTM for Managed Network Services*. vii) HCLTech was positioned as a Leader in:

Forrester Wave : Multi-cloud Managed Services

Providers, Q1 2023.

Forrester Wave : Cloud Migration and Managed Service Partners in Asia Pacific, Quarter 4 2022.

IDC MarketScape: Worldwide Adobe Experience

Cloud Professional Services 2022 Vendor Assessment (Doc #US47542221, June 2022).

IDC MarketScape: Worldwide SAP Implementation

Services 2022 Vendor Assessment (Doc #US48395822, June 2022).

IDC MarketScape: Worldwide Managed Cloud

Security Services in the Multicloud Era 2022 Vendor Assessment (Doc #US48761022, September 2022).

IDC MarketScape: Worldwide Industry Cloud

Professional Services 2022 Vendor Assessment (Doc #US48187622, September 2022).

IDC MarketScape: Asia/Pacific Managed

Security Services 2022 Vendor Assessment (Doc #AP49101222, November 2022).

IDC MarketScape: Worldwide Manufacturing

Intelligence Transformation Strategic Consulting 2023 Vendor Assessment (Doc # US50247922, February 2023).

Avasant's Digital Masters 2022 RadarView .

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"Our guiding philosophy ACT, PACT, IMPACT"

ACT - We at HCLTech understand that impact starts with us. We act in the most responsible and sustainable manner. We ensure we useeveryresourceefficientlyto 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.

The Company has made demonstrable progress on its sustainability commitments during the year under review and some of them are as follows:

Leading ESG ratings like MSCI, Sustainalytics, S&P etc. have recognized the Company as a leader in consideration of its commitments and progress;

More than 10,000 hours of training completed by employees at Company's Sustainability School since its launch in November 2022;

12% increase in renewable energy consumption as compared to last year;

The Company's flagship sustainability solution Net-Zero

Intelligent Operations (NIO) won the 2023 IOT Evolution, Industrial IOT Product of the year award; and

The Company has impacted over 5.5 million lives through its CSR arm, the HCL Foundation, and helped over 12,000 Persons with Disability of which 37% were female beneficiaries. It has also planted over 1.45 million saplings, rejuvenated 150 water bodies, and recharged 26X more water than it uses.

The progress against the goals & targets that the Company has laid out across the dimensions of ESG shall be reported in the Sustainability Report of HCLTech for FY 2022-23, which shall be published separately. In true spirit of the PACT, the Company with its stakeholders, continues to get involved in Industry coalitions to create impact of scale. The Company continues to be a signatory to the UN Global Compact and the Climate Pledge. During the year, the Company endorsed the CEO Water mandate and became the firstIndian company to be a member of the Water Resilience

Coalition ("WRC"). WRC aims to elevate the mounting crisis of global water stress and its connection to climate change to the top of the corporate agenda and to preserve the world's fresh water resources through collective action in water stressed basins and through ambitious and quantifiable resilience goals.

Guided by the ESG & Diversity Equity Inclusion Committee of the Board, the Company has also strengthened its ESG governance framework by bringing in efficient controls to ensure that necessary action is taken on all ESG risks and opportunities identified across the 12 material topics.


The Company's human resource processes & practices are aligned to bring together the best of technology and the people to supercharge progress. What truly distinguishes the Company is its culture of innovation, empowerment, and entrepreneurship, backed by a strong focus on employee well-being and development.

Employee Strength and Expansion

The global team of the Company is its biggest strength and enables the Company to deliver differentiated service experience to the Company's clients. The Company and its subsidiaries have attained an impressive employee strength of 2,25,944 and continues to build further.

The Company prides itself in employing people from different geographies and nationalities, creating a unique fabric of values and traditions. As on March 31, 2023, the Company employed resources from 161 nationalities and women represented 29.2%of the global workforce.

The Company has more than 30 years of history in the United States, with a nationwide workforce of around 24,600+ employees and multiple global delivery centres and innovation labs. The Company's strong collaboration with clients, alliance partners, government and academia, is a testimony of the Company's commitment to the region. The Company's growth can be attributed to best-in-class tech solutions, its embracement of local talent, U.S. government support, collaboration with many U.S. universities and other academic institutions, and its continuing commitment to investing in local ecosystems. The Company's emphasis and commitment to talent localization continues. In the United States, the Company's localization stands at 73.1%.

Talent Acquisition

During FY 2022-23, the people strength of the Company has increased by 8.20%. This has been aided by the Company's talent supply chain strategy including entry level hires, expanding to new vista and nearshore locations where the Company access a wider talent pool, increasing the depth of its talent sourcing efforts and the ability to train and upskill talent. The Company has leveraged digital technologies to enhance the quality and experience of its talent acquisition programs.

Hiring freshers is a big component of the Company's talent strategy, and the Company is looking ambitiously at onboarding higher number of freshers each year. The Company has hired 26,734 freshers during the last financial year.

The Company's unique TechBee model onboards class XII passouts (equivalent to senior high school in the USA) after testing them for aptitude. The Company has created a framework for this talent to graduate as well as become employable. Being a pioneer of this model, the Company has a cultural head start in engaging with Gen Z.

Talent Development

The Company's 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. The Company has launched its new Employee Value Proposition ("EVP") – ‘Find Your Spark'. Built on the broad tenets of opportunity, respect, and trusted employment, the Company's EVP emphasizes its commitment to help both current and prospective employees maximize their career potential and ambitions.

The Company's conversations with Gen Z has pushed the envelope for a more transparent rules of the game on career progression and skilling. The Company has democratized learning where employees can self enroll for these programs to acquire niche skills with a guarantee to be deployed in the next skill once certified ready. Through this, the Company is bringing personalization, alignment to aspirations and career certainty. All these are attractive value prepositions for Gen Z talent. The Company will be creating over the next two years a high degree of visibility to career readiness and progression based on business priorities and modelling and analytics of career trajectories.

The Company has launched a new skilling & certification initiative to meet the career development aspirations of its employees. During FY 2022-23, 1,51,882 employees availed 9.41 million hours of training for enhancing their current skills and learning new skills. 70,266 unique employees were also trained in digital skills during this period.

Diversity, Equity and Inclusion ("DEI")

The Company strives to continuously benchmark itself in the DEI space. The Company has diverse culture as it is present in 60 Countries with 161 nationalities. The Company's current gender diversity ratio stands at 29.2% The Company provides the following learning and development programs for women: i) Feminspiration - It is a platform where women leaders from the client company are invited to address HCLTechies. This forum has been launched to help HCLTechies gain insight into successful leadership as well as understand perspectives on gender matters. ii) I Motivate - It aims to motivate women HCLTechies by connecting them with the Company's women leader(s) via a formal session and enable them to understand how to manage their priorities and develop necessary leadership and networking capabilities to stay successful in their careers. iii) Women Connect - A network of women employees advocating a gender neutral work environment. This group coaches and counsels aspiring young women professionals, shares experiences on work / life priorities and includes life coach support, day-care in office premises, concierge services, and policies such as extended maternity leave, work from home, flexible careers, flexible work hours and other women related issues. iv) ASCEND - An initiative which focusses on career progression of women leaders in functional roles and help them achieve their aspired roles. The key outline of the program includes mentoring & coaching by senior leaders in the Company to program participants. v) STEPPING STONES - A global program which aims to pace up the growth of mid-level women managers in the leadership positions. The program is designed for mid-level managers to fuel their leadership capabilities.

vi) Prelude - A focused program for E4+ women leaders. The objective is to mentor them for their next level roles to create a ready pool of women leaders for the existing open positions.

vii) Momtastic - An initiative launched to help all the young mothers and to be mothers to have a smooth transition and ease the dilemmas and decision making process, when they come back to work post their maternity leave. viii) HCLTech Second Career Return Program - An opportunity provided through returnship program.

ix) HCLTech Career Program for Women - Through this program, women from diverse backgrounds are trained and hired for entry level jobs.

Employee Resource Groups ("ERG") i) Pride@HCLTech - It shares unique insights from gay, lesbian, bisexual, transgender, and allied communities, helping to contribute to an inclusive workplace environment that welcomes and values differences.

Through increasing LGBTQIA+ awareness and education, Pride members vision is to make the world a safer place. ii) Ability Connect Network - A community for those who have a disability, support a colleague with a disability, and any employee that wants to help raise awareness and champion support for impacted individuals. iii) Women Connect Network - The ERG is committed to retain and increase the visibility and contributions of the Company's women, and attracting top female talent. iv) Single Parent Network - It is a voluntary employee led group of active single parent HCLTechieswho contribute both by improving social and emotional wellbeing for other single parents and their families and being the catalysts to improve inclusion in the workplace. v) Multicultural Employee Resource Group ("MERG") - The network provides an employee forum for improvement and enhancement of the professional development of its membership and promotes cultural awareness both within and outside of the Company through education about indigenous cultures.

Disability Inclusion Policy

Disability Inclusion focuses on successful integration of people with disabilities into the workforce by providing them an inclusive and accessible work environment. The Company's inclusion is a business imperative for sustainable growth. The

Company believes that every individual brings in unique value and skills to workplace. Thus, the organization's Person with Disability ("PwD") charter was drawn up to focus on successful integration of people with disabilities into the workforce by providing them an inclusive and accessible work environment. The charter emphasizes in fostering PwD inclusion through its 4 tenets of Employ, Enable, Engage and Empower.

Programmes for Employees with Disabilities

The Company organizes various programmes / events for the PwDs, some of them are as follows: i) Self-Voluntary Identification - To promote equality of opportunity, each employee must be given the opportunity to self-identify any disabilities. The Company provides an opportunity to voluntary self-identify oneself for any disability. ii) Ability Connect ERG - It is an employee led resource group to facilitate an environment that promotes awareness, equality and helps advance employees by suggesting policies and programs to support inclusion and growth, address disability related topics and supports in enabling an accessible workplace. The network has been launched in India to all self-identified PwD employees and their allies. iii) PwD (International Day of Persons with Disabilities

(IDPD) events): a) Disability Awareness Kiosk - Raising awareness to build a more inclusive work place online quiz on including people with disabilities. b) Building inclusivity through dialogue - A guest speaker event where they share awareness and sensitized employees to how they can come together to build transformative solutions. c) Doodling event Workshop - A neurodiversity awareness event organized by an autistic artist. d) Campus Event - Two NGO schools raise awareness about IDPD in our Noida campus. The idea is to spread inclusion and diversity in the workplace while dancing together in celebration.


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.


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.


The Company has adopted and implemented ‘HCL Technologies Limited - Restricted Stock Unit Plan 2021' ("RSU Plan") for granting Restricted Stock units ("RSUs") to the employees of the Company, its subsidiary & associate company(ies).

In terms of the RSU Plan, a maximum of 1,11,00,000 (One crore eleven lakhs) RSUs in one or more tranches may be granted, which on exercise would entitle not more than

1,11,00,000 (One crore eleven lakhs) equity shares of 2/- each (approximately 0.41% of the paid-up equity share capital as on March 31, 2021), with each such RSU conferring a right to apply for one equity share of the Company against each

RSU granted or vested.

The RSU Plan has been implemented through a trust mechanism by way of secondary acquisition of equity shares of the Company by Trust for transferring the same to the employees on exercise of the vested RSUs. Accordingly, no fresh shares will be issued by the Company either to the Trust or the RSUs grantees.

RSU Plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time and there have been no changes in the said plan during the financial year under review. The RSU Plan was approved by the shareholders of the Company on November 28, 2021.

The details of RSU Plan including requirements specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's website at https://www.hcltech.com/investors/results-reports.


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.


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


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 Complaints 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.


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 Director
1 Mr. C. Vijayakumar, CEO & Managing Director 253.35
Non-Executive Directors
2 Ms. Roshni Nadar Malhotra 9.36
3 Mr. Deepak Kapoor 8.02
4 Mr. S. Madhavan 9.98
5 Dr. Mohan Chellappa 11.21
6 Ms. Nishi Vasudeva 8.07
7 Ms. Robin Ann Abrams 12.92
8 Dr. Sosale Shankara Sastry 9.74
9 Mr. Shikhar Malhotra 7.45
10 Mr. R. Srinivasan 12.01
11 Mr. Simon John England 10.85
12 Mr. Thomas Sieber 9.95
13 Ms. Vanitha Narayanan 10.08

Note: Mr. C. Vijayakumar, CEO & Managing Director is based in USA and draws remuneration from HCL America Inc., a wholly owned step-down subsidiary of the Company in USA. The ratio of the median remuneration has been calculated with reference to employees of HCL Technologies Limited on standalone basis.

B. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: a) Percentage increase / (decrease) in Remuneration of Non-Executive Directors

S. No. Name of the Director % Increase / (Decrease) in Remuneration in the financial year
1 Ms. Roshni Nadar Malhotra -
2 Mr. Deepak Kapoor -
3 Mr. S. Madhavan 1
4 Dr. Mohan Chellappa 31
5 Ms. Nishi Vasudeva -
6 Ms. Robin Ann Abrams 26
7 Dr. Sosale Shankara Sastry 37
8 Mr. Shikhar Malhotra (9)
9 Mr. R. Srinivasan 29
10 Mr. Simon John England 45
11 Mr. Thomas Sieber 24
12 Ms. Vanitha Narayanan -*

Note: *Ms. Vanitha Narayanan was appointed as Non-Executive Independent Director during FY 2021-22 and hence, the said information is not comparable and not provided.

b) Percentage increase / (decrease) in remuneration of Executive Director and Key Managerial Personnel

Name of Key S. No. Managerial Personnel Designation % Increase / (Decrease) in Remuneration in the financial year after considering the LTI payment & perquisite value of RSUs exercised % Increase / (Decrease) in Remuneration in the financial year without considering the LTI payment & perquisite value of RSUs exercised
1 Mr. C. Vijayakumar CEO & Managing Director (79.05) (13.86)
2 Mr. Prateek Aggarwal Chief Financial Officer (19.10) 1.49
3 Mr. Manish Anand Company Secretary 4.84 5.77

C. The percentage increase in the median remuneration of employees in the financial year: 0.01%.

D. The number of permanent employees on the rolls of Company: There were 1,21,306 permanent employees on the rolls of the Company. In addition, the Company had 1,04,638 number of employees on the rolls of its subsidiaries.

E. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage 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 percentage increase made in the salaries of employees other than the managerial personnel in the last financial year was 5.14%. For the managerial personnel (Executive Director, Non-Executive Directors, and Independent Directors), there is a decrease of 5.28% in the remuneration, on an aggregate basis, during this financial year compared to the previous financial year.

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

G. Variable Pay Compensation: The variable compensation of executive officers, including the Chief Executive Officer and Managing Director, is based on clearly laid out performance criteria and measures. The variable compensation is paid in the form of annual Performance linked bonus, Long-Term Incentive ("LTI") and Restricted Stock Units (based on Performance or Tenure). The parameters for variable compensation include achieving targets related to Revenues, EBIT, Net profit, Free cashflow, Total Shareholder Return, personal

KPPs, strategic goals and other metrices such as client satisfaction, ESG, Diversity, etc.


In terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a separate exhibit forming part of this report contains the following:

(i) the list of top ten employees of the Company in terms of the remuneration drawn in FY 2022-23; (ii) a statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of 1.02 crores or more per annum; and

(iii) employees employed for part of the year and in receipt of remuneration of 8.50 lacs or more per month.

This exhibit is available on the website of the Company at https://www.hcltech.com/investors/results-reports . The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company's website.


The Board wishes to place on record its appreciation of the madesignificant by the employees of the Company and its subsidiary & associate companies. The Company has achieved impressive growth through competence, hard work, solidarity, co-operation and support of employees at all levels. The Board wishes to thank the customers, vendors, other business associates and investors for their continued support in the Company's growth and also wishes to thank the government authorities, banks and other regulatory bodies for their co-operation and assistance extended to the Company.

For and on behalf of the Board of Directors of HCL Technologies Limited
Place: Noida (U.P.), India ROSHNI NADAR MALHOTRA
Date: April 20, 2023 Chairperson
DIN: 02346621