HCL Infosystems Ltd — Declaration of Voting Results & Voting Rights Announcements 2021

Apr 10, 2021

10th April, 2021

To

The General Manager	The Vice President
Department of Corporate Relations	Listing Department
BSE Limited	The National Stock Exchange of India Limited
Sir Phiroze Jeejeebhoy Towers	Exchange Plaza
Dalal Street	Bandra Kurla Complex
Fort	Bandra (East)
Mumbai 400 001	Mumbai 400 051

• Sub: Submission of Postal Ballot Results as per the requirements of Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Symbol: NSE : HCL-INSYS BSE (For Physical Form) : 179 BSE (For Demat Form) : 500179

Dear Sirs,

In continuation to our earlier intimation dated 10th March, 2021, whereby we had informed the stock exchanges about the completion of dispatch of the Postal Ballot Notice dated 1 st March, 2021 and Postal Ballot Forms along with the postage pre-paid self-addressed Business Reply Envelope of the HCL Infosystems Limited (the Company) for seeking the consent of the members on the resolutions as mentioned in the said Notice.

Mr. Vineet K Chaudhary, partner of M/s VKC & Associates, Company Secretary in whole-time practice was appointed as scrutinizer by the Company to conduct the postal ballot process in fair and transparent manner, has submitted his report on 9 th April, 2021.

We are hereby enclosing the voting results of Postal Ballot of the Company as per the Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with scrutinizerreport. The resolutions as set out in the Postal Ballot Notice has been approved by the requisite majority.

You are requested to please take aforesaid results on your record.

Truly Yours, For HCL Infosystems Limited

KOMAL BATHLA Digitally signed by KOMAL BATHLA Date: 2021.04.10 12:47:57 +05'30'

Komal Bathla Company Secretary and Compliance Officer

HCL INFOSYSTEMS LIMITED

VOTING RESULT OF POSTA L BALLOT AS PER REGULATION 44 (3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Section 110 of the Companies Act, 2013 ('the Act") read with Rule 22 of Companies (Management and Administration) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force) the consent of the members of the Company was sought on the below mentioned resolution as set out in the Postal Ballot Notice dated March 1, 2021 through remote e-voting/physical ballot. Mr. Vineet K Chaudhary, partner of M/s VKC & Associates, Company Secretary in whole-time practice, (holding Membership No. F5327), who was appointed as scrutinizer for conducting postal ballot process, submitted his report dated April 9, 2021.

Date of Declaration of Result	Saturday, April 10, 2021 [Remote e-voting period: Wednesday, March 10, 2021 at 9.00 a.m.IST to Thursday, April8, 2021at 5.00 p.m. IST]
Total number of shareholders on record date/ Cutoffdate (February 26, 2021)	108039
No. of shareholders present in the meeting either inperson or through proxy	NA
a) Promoters and Promoter Group:b) Public:
No. ofShareholders attended the meeting throughVideo Conferencing	NA
a) Promoters and Promoter Group:b) Public:

Agenda				To consider and approve purchase of shares of HCL Investments Pte. Ltd. from HCL InfotechLimited, a wholly owned subsidiary to the Company.
	Resolution required				Special
Whether promoter/ promoter group are interested inthe agenda/resolution?			No
Category	Mode ofvoting:	No. ofshares held(1)	No. ofvotespolled(2)	% of VotesPolled onoutstandingshares(3)=[(2)/(1)]*100	No. of Votes–in favour(4)	No. ofVotes –against(5)	% of Votes infavour on votespolled(6)=[(4)/(2)]*100	% of Votes againston votes polled(7)= [(5)/(2)]*100
Promoter	E-Voting		207031161	100.00	207031161	0	100.00	0.00
andPromoter	Poll	207031161	0	0.00	0	0	0.00	0.00
Group	PostalBallot		0	0.00	0	0	0.00	0.00
	Total	207031161	207031161	100.00	207031161	0	100.00	0.00
Public	E-Voting		0	0.00	0	0	0.00	0.00
Institutions	Poll	3100847	0	0.00	0	0	0.00	0.00
	PostalBallot		0	0.00	0	0	0.00	0.00
	Total	3100847	0	0.00	0	0	0.00	0.00
Public-Non	E-Voting		304693	0.2559	277329	27364	91.0192	8.9808
Institutions(Others)	Poll	119077920	0	0.00	0	0	0.00	0.00
	PostalBallot		13136	0.0110	13136	0	100.00	0.00
	Total	119077920	317829	0.2669	290465	27364	91.3903	8.6097
	TOTAL	329209928	207348990	62.9838	207321626	27364	99.9868	0.0132

Agenda				To consider and to give approval for sale of HCL Infotech Limited, a wholly owned subsidiary.
Resolution required			Special
the agenda/resolution?		Whether promoter/ promoter group are interested in		No
Category	Mode ofvoting:	No. ofshares held(1)	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. of Votes–in favour(4)	No. ofVotes –against(5)	% of Votes infavour on votespolled(6)=[(4)/(2)]*100	% of Votes againston votes polled(7)= [(5)/(2)]*100
Promoter	E-Voting		(2)207031161	(3)=[(2)/(1)]*100100.00	207031161	0	100.00	0.00
andPromoter	Poll	207031161	0	0.00	0	0	0.00	0.00
Group	PostalBallot		0	0.00	0	0	0.00	0.00
	Total	207031161	207031161	100.00	207031161	0	100.00	0.00
PublicInstitutions	E-Voting		0	0.00	0	0	0.00	0.00
	Poll	3100847	0	0.00	0	0	0.00	0.00
	PostalBallot		0	0.00	0	0	0.00	0.00
	Total	3100847	0	0.00	0	0	0.00	0.00
Public-NonInstitutions	E-Voting		343468	0.2884	311872	31596	90.8009	9.1991
	Poll	119077920	0	0.00	0	0	0.00	0.00
	PostalBallot		12763	0.0107	12763	0	100.00	0.00
	Total	119077920	356231	0.2992	324635	31596	91.1305	8.8695
	TOTAL	329209928	207387392	62.9955	207355796	31596	99.9848	0.0152

For HCL Infosystems Limited

Place: Noida

SCRUTINIZER'S REPORT

To The Chairman. HCL INFOSYSTEMS LIMITED CIN: L72200DL1986PLC023955 Registered Office: 806, Siddharth, 96, Nehru Place, New Delhi-110019, India

SCRUTINIZER'S REPORT ON RESULT OF POSTAL BALLOT PROCESS CONDUCTED THROUGH POSTAL BALLOT & REMOTE E-VOTING

Dear Sir,

I. Vineet K Chaudhary, Managing Partner of M/s VKC & Associates, Company Secretary and a whole-time Practicing Company Secretary was appointed as Scrutinizer by the Board of Directors of HCL INFOSYSTEMS LIMITED to scrutinize Postal Ballot forms and remote e-voting process in respect of the resolutions contained in the Notice dated March 01, 2021 in a fair and transparent manner and for ascertaining the requisite majority for the resolutions proposed to be passed with respect to the provisions of Section 110 & 108 of the Companies Act, 2013 ('the Act') read with Rule 22 & 20 of the Companies (Management and Administration) Rules, 2014 (as amended) read with Ministry of Corporate Affairs ("MCA") General Circular No.14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April 2020, General Circular No. 22/2020 dated 15th June 2020, General Circular No. 33/2020 dated 28th September 2020, Circular No.39/2020 dated 31st December 2020 (collectively referred to as "MCA Circulars") and Regulation 44 of Securities and Exchange Board of India (Listing Obligations & Disclosure SEBI Circular Regulations, 2015 read with No. Requirements) 2020 SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12. $&$ SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (Collectively referred as SEBI Circulars) issued in this regard on the resolutions as set-out in the notice of Postal Ballot.

I submit my report as under:

1. The Management of the Company is responsible to ensure the compliances with the requirements of the Companies Act, 2013 read with rules made thereunder, SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, MCA Circulars and SEBI Circulars or any other provisions, as applicable for corducting Postal Ballot voting including voting by electronic means. The management of the Company is responsible for ensuring a secured framework and robustness of the electronic voting systems & dispatch of Postal Ballots to eligible shareholders.

Regd. Office

D-38, LGF (L/S), South Extension Part - II New Delhi - 110049, India +91 11 49121644,45, +91 9999233556 pcs@vkcindia.com, www.vkcindia.com

• 1. The Company has availed the services of National Securities Depository Limited (NSDL) for conducting Postal Ballot through e-voting. Further, NSDL has also been engaged for facilitating e-voting to enable the members to cast their votes electronically using remote e-voting system & Primex Global Mailing Services to dispatch Postal Ballots to the eligible members.
• 1. My responsibility as Scrutinizer is restricted to make Scrutinizers' Report of the votes cast "For" or "Against" the resolutions stated in the Notice of Postal Ballot through electronic mode & physical Postal Ballot received till the time for closing of voting process.
• 1. The Members of the Company holding equity shares either in physical form or in dematerialized form, as on the "cut-off date" i.e. Friday, February 26, 2021 were entitled to vote on the proposed resolutions set out in the Notice of Postal Ballot dated March 01. 2021.
• 1. The remote e-voting period remained open Wednesday, 10th March, 2021 (9.00 A.M. IST) and ends on Thursday, 8th April, 2021 (5.00 P.M. IST) on the designated website https://www.evoting.nsdl.com/ of National Securities Depository Limited (NSDL).
• 1. Pursuant to the provisions of the Companies Act, 2013 and MCA Circulars issued by Ministry of Corporate Affairs, the Company has sent Postal Ballot notice(s) & forms in electronic form to its Members whose name(s) appeared in the Register of Members/ List of beneficial owners received from National Securities Depository Limited /Central Depository Services (India) Limited and whose e-mail IDs were registered with the Company and Depositories through electronic means only and has completed the dispatch of Postal Ballot notice(s) & forms along with prepaid postage business reply inland letters to its Members whose name(s) appeared in the Register of Members/ beneficial received National Securities List $\Omega$ owners from Depository Limited/Central Depository Services (India) Limited and whose mail IDs were not registered with the Company and Depositories as on the Cut-off date i.e. Friday, February 26, 2021.
• 1. Pursuant to Clause (v) of sub rule 4 of Rule 20 of the Companies (Management and Administration Rules) 2014, the Company had published the advertisement in English in "Business Standard" newspaper having wide circulation dated March 10, 2021 and in Hindi in "Business Standard" newspaper dated March 10, 2021 respectively.
• 1. The physical Postal Ballots were opened in due course of the scrutiny thereof and such forms were kept under our safe custody before commencing the scrutiny of such Postal Ballot forms and the remote e-voting report downloaded from the website of NSDL has been kept separately for the purpose of Postal Ballot.
• 1. The particulars of all physical Postal Ballot forms and report downloaded from the website of NSDL have been entered in a separate register maintained for the purpose of Postal Ballot.
• 1. I monitored the process of electronic voting (i.e. remote e-voting) through the scrutinizer's secured link provided by NSDL through its designated website.
• 1. After completion of e voting, votes casted by the members, were unblocked in the presence of two witnesses, Mr. Ishan Khanna & Mr. Mohit K Dixit who are not in the employment of the Company.
• 1. Votes casted by the members either through physical Postal Ballots or remote evoting, were reconciled with the records maintained by the Registrar and Transfer Agent of the Company and authorizations lodged with the Company.
• 1. The e-voting records and other related documents/registers and record will be handed over to the Company Secretary for the safe custody once the Chairman consider, approve and sign the Postal Ballot Minutes.
• 1. We did not find any defaced or mutilated ballot paper.
• 1. There was no case found, who opted for both the facilities.
• 1. After ascertaining the votes casted by members through Postal Ballot and remote evoting, I hereby submit the result as under:

Resolution 01: Special Resolution

Approval for purchase of shares of HCL Investment Pte. Ltd. From HCL Infotech limited, a wholly owned subsidiary to the company

Mode		Total Valid Votes		Votes in Favor		Votes Against
	Voters	No. of Votes	Voters	No. of Votes	$%$	Voters	No. ofVotes	$%$
E-votingFacility	455	207, 335, 854	405	207,308,490		50	27,364
PhysicalBallot	14	13,136	14	13,136		$\theta$$\sim$	$\theta$
$\sim$ $\tau$TOTAL	469	207,348,990	419	207,321,626	99.99	50	27,364	0.01

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Resolution 02: Special Resolution

Mode	Total Valid Votes			Votes in Favor		Votes Against
	Voters	No. of Votes	Voters	No. of Votes	$%$	Voters	No. ofVotes	$%$
E-votingFacility	451	207, 374, 629	388	207, 343, 033		63	31,596
PhysicalBallot	5	12,763	5	12,763		$\mathbf{0}$	$\theta$
TOTAL	456	207, 387, 392	393	207, 355, 796	99.98	63	31,596	0.02

Approval for sale of HCL Infotech limited, a wholly owned subsidiary

1. Based on the above remote e-voting, I confirm that the resolutions have been carried on with the requisite majority, accordingly I request to the Chairman of the Company/ person authorized by the chairman, to announce the voting result of Postal Ballot.

FOR VKC & ASSOCIATES (Company Secretaries)

CS Vineet K Chaudhary Scrutinizer Membership No: - F5327 C.P. No: - 4548 UDIN: F005327C000031474

Countersigned by

KOMAL Rigitally signed by BATHLA Date: 2021.04.10

Chairman/Authorized Signatory

Date: 09.04.2021 Place: New Delhi