July 28, 2023

The General Manager The Manager BSE Limited National Stock Exchange of India Limited Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street 5th Floor, Plot No. C-1, Block-G Mumbai- 400 001 Bandra-Kurla Complex, Bandra(E) Mumbai-400 051 BSE Scrip Code: 532281 NSE Scrip Code: HCLTECH

Sub.: Notice of the 31[st] Annual General Meeting and Annual Report (FY 2022-23)

Dear Sirs,

The 31[st] Annual General Meeting (“AGM”) of the Company will be held on Tuesday, August 22, 2023 at 11:00 A.M. (IST) through Video Conferencing or Other Audio-Visual Means.

Pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of the AGM along with the Annual Report of the Company for the financial year ended March 31, 2023.

The Notice of the AGM and the Annual Report (FY 2022-23) have also been uploaded on the Company’s website at www.hcltech.com.

This is for your information and records.

Thanking you,

For HCL Technologies Limited

Manish Digitally signed by Manish Anand Anand Date: 2023.07.28 15:01:11 +05'30' Manish Anand Company Secretary

Encl: a/a

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HCL TECHNOLOGIES LIMITED

Corporate Identity Number: L74140DL1991PLC046369 Registered Office: 806, Siddharth, 96, Nehru Place, New Delhi – 110 019 Corporate Office: Plot No.: 3A, Sector-126, Noida - 201 304, U.P., India Website: www.hcltech.com ; E-mail ID: [email protected] Telephone: + 91 11 26436336

NOTICE

NOTICE is hereby given that the 31[st] Annual General Meeting (“AGM”) of the members of HCL Technologies Limited (“the Company”) will be held on Tuesday, 22[nd] day of August, 2023 at 11:00 A.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”), as mentioned in the notes to this Notice, to transact the following businesses:

ORDINARY BUSINESS:

Item No. 1 - Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Auditors thereon

To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and of the Auditors thereon, and in this regard, pass the following resolution as an Ordinary Resolution :

NOTES:-

Pursuant to the General Circular No. 10/2022 dated December 28, 2022 and other circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”), companies are allowed to convene their AGMs through VC / OAVM, without the physical presence of the members at a common venue. Hence, in compliance with the MCA Circulars, the AGM of the Company is being held through VC / OAVM.

The MCA Circulars read with the Securities and Exchange Board of India (“SEBI”) Circular no. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 5, 2023 (“SEBI Circular”), has dispensed with the requirement of sending the physical copies of the AGM Notice and Annual Report to the members. Accordingly, the Notice of the AGM and the Annual Report (2022-23) of the Company are being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / Depositories.

“ RESOLVED THAT the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and of the Auditors thereon be and are hereby received, considered, and adopted.”

Item No. 2 - Re-appointment of Mr. Shikhar Malhotra as a Director liable to retire by rotation

To re-appoint Mr. Shikhar Malhotra (DIN - 00779720), who retires by rotation and being eligible, has offered himself for re-appointment as a Director, liable to retire by rotation, and pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Shikhar Malhotra (DIN - 00779720), who retires by rotation at this meeting and being eligible has offered himself for re-appointment as a Director be and is hereby re-appointed as a Director, of the Company, liable to retire by rotation.”

By order of the Board of Directors For HCL Technologies Limited

Manish Anand

Date: July 26, 2023 Company Secretary Place: Noida (U.P.) Membership No.: FCS-5022

Members may note that the copies of the Notice of the AGM and the Annual Report (2022-23) are also available on the website of the Company at https://www.hcltech.com, websites of the Stock Exchanges, BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at https://www.bseindia.com and https://www.nseindia.com, respectively, and website of National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com, the agency appointed for facilitating e-voting (including remote e-voting) for the AGM. Members who wish to obtain physical copies of the AGM Notice and the Annual Report (2022-23), may write to us at [email protected].

In compliance with the provisions of Section 108 of the Companies Act, 2013 (‟Act”) and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‟Listing Regulations”) and the circulars issued by the MCA, the Company is providing the facility of e-voting (including remote e-voting) to its members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system during the remote e-voting period as well as e-voting during the AGM will be provided by NSDL.
In accordance with the SEBI Circular and the MCA Circulars, the facility to appoint a proxy to attend and cast votes for the members is not available for this AGM. However, Institutional

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/ Corporate members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy of their board or governing body resolution / authorization, etc., for authorizing their representatives to attend the AGM through VC / OAVM on their behalf and to cast vote through e-voting (including remote e-voting). The said resolution/ authorization shall be sent to the Scrutinizer by e-mail at its registered e-mail address at [email protected] with a copy marked to NSDL at [email protected].

Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC / OAVM.
Members can join the AGM through VC / OAVM mode 30 minutes before the scheduled time of the commencement of the meeting by following the procedure mentioned in the AGM Notice. The facility of participation in the AGM through VC / OAVM will be made available on a first-come firstserved basis.
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
The recorded transcript of the AGM shall also be made available on the website of the Company at www.hcltech.com as soon as possible after the conclusion of the AGM.
In order to facilitate its members to receive the AGM Notice and the Annual Report (2022-23) electronically and cast their vote through e-voting (including remote e-voting), the Company has made special arrangement with its Registrar and Share Transfer Agent (“RTA”) for temporary registration of e-mail addresses. The process for temporary registration of e-mail address is as under:
Members are required to click the following link: https://web.linkintime.co.in/EmailReg/Email_Register. html and complete the registration process as guided therein.
Post successful registration of the e-mail, the members would get soft copy of the AGM Notice and the Annual Report (2022-23) and the procedure for e-voting (including remote e-voting) and / or attending virtual AGM, along with the User ID and Password. In case of any queries, members may write to the RTA at [email protected].

For permanent registration of e-mail address, members are requested to register their e-mail addresses as follows:

For shares held in Physical form	1. 2.	Visit the link: https://web.linkintime. co.in/EmailReg/Email_Register. html Select the company name_viz._HCL Technologies Limited.

	3. Mention Folio No., Name of the Shareholder, Certifcate No., PAN, Mobile number, E-mail ID along with a self-attested copy of your PAN Card/ Aadhar/ Valid Passport etc.
For shares held in Dematerialized form	The members holding shares in electronic mode are requested to register / update their e-mail addresses, PAN and Bank Account details with the Depository Participant where their respective demat accounts are maintained.

As the AGM will be held through VC / OAVM, the route map, proxy form and attendance slip are not required and accordingly, not attached to this Notice.
Brief profile of the Director to be re-appointed including nature of his expertise, names of companies in which he holds directorships and committee memberships, shareholding in the Company and relationships with other directors, etc., are provided in Annexure A of this Notice.
The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act, will be available electronically for inspection during the AGM at NSDL e-voting system at www.evoting.nsdl.com. The members may inspect these records by using their secure login credentials. All other documents referred to in this Notice will also be available for inspection in an electronic mode without any fee by the members from the date of circulation of this Notice till the date of the AGM. Members seeking to inspect such documents can send an e-mail to [email protected].
Members are requested to note that as per Section 124 of the Act, the dividends remaining unclaimed/ unpaid for a period of seven years from the date of transfer to the Company’s Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (“IEPF”). In addition, as per Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), as amended from time to time, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the IEPF Authority within such period as may be prescribed by the MCA.

In the event of transfer of shares and the unclaimed dividend to IEPF, members are entitled to claim the same from the IEPF Authority by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5.

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The status of dividends remaining unpaid/ unclaimed along with the respective due dates of transfer to IEPF is provided in the Annual Report.
SEBI has mandated the submission of a Permanent Account Number (“PAN”) by every participant in the securities market. Members holding shares in demat form are therefore, requested to submit PAN details to the Depository Participant(s) with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to M/s. Link Intime India Private Limited or to the Secretarial Department of the Company.
As per Regulation 40 of the Listing Regulations, as amended, all requests for transfer, transmission and transposition of securities shall be processed only in dematerialized form. In view of the above and the inherent benefits of holding shares in electronic form, we urge the members holding shares in physical form to opt for dematerialization.
The members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as on Wednesday, August 16, 2023 (“Cut-off date”) and who are otherwise not barred to cast their vote, are entitled to vote electronically either through remote e-voting or e-voting during AGM, on the Resolutions set forth in this Notice. A person who is not a member on the Cut-off date should treat this notice for information purpose only.

Facility to exercise vote through remote e-voting will be available during the following period:

Commencement of e-voting

and become member of the Company after the Notice is sent through e-mail and holding shares as on the Cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if the member is already registered with NSDL for remote e-voting, then he/ she can use his/her existing User ID and password to cast the vote. In case the password is forgotten, it can be reset by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll-free no. 1800-1020-990.

In case of Individual shareholders holding securities in demat mode who acquire shares of the Company and become a member of the Company after sending of the Notice and holding shares as on the Cut-off date may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-voting system”.

In case of joint holders attending the AGM, only such joint holder who is higher in the order of names as per the Register of Members of the Company, will be entitled to attend and / or vote at the AGM.
Members holding shares in a single name are advised to make nominations in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained, in case of shares held in physical form, from the RTA or the Secretarial Department of the Company, and in case of shares held in demat form, from their respective Depository Participant(s).

21. INSTRUCTIONS TO MEMBERS FOR REMOTE E-VOTING AND JOINING THE AGM VIRTUALLY ARE AS UNDER:

09:00 a.m. (IST) on Friday, August 18, 2023

End of e-voting

05:00 p.m. (IST) on Monday, August 21, 2023

The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again. However, those members who will be present in the AGM through VC / OAVM facility and have not cast their vote on the resolutions during the remote e-voting period and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

The voting rights of the members shall be reckoned in proportion to the paid-up equity shares registered in the name of the member / beneficial owner as on the Cut-off date.
Any person holding shares in physical form, and non-individual members, who acquire shares of the Company

The way to vote electronically on NSDL e-voting system and joining virtual AGM consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e voting system

A. Log-in method for remote e-voting and joining virtual AGM for the Individual Shareholders/ Members holding securities in Demat mode

In terms of the SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by listed companies, individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Members are advised to update their mobile number and e-mail address in their demat accounts in order to access e-voting facility.

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Type of member	Login Method	Login Method
Individual member holding securities in demat mode with NSDL	A. NSDL IDeAS facility If you are already registered, follow the below steps: i. Visit the e-Services website of NSDL_viz_.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. ii. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. iii. A new screen will open. You will have to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added services. iv. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. v. Click on the Company’s name ore-voting service provider (“ESP”)i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting. If you are not registered, follow the below steps: i. Option to register is available athttps://eservices.nsdl.com. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Please follow stepsgiven inpoints(i - v)of Point A
	B. i. ii. iii. iv.	e-voting website of NSDL Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholder/Member” section. A new screen will open. You will have to enter your User ID (_i.e._your sixteen digit Demat account number held with NSDL), Password / OTP and a verifcation code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository website wherein you can see e-voting page. Click on options available against company name or e-voting service provider NSDL and you will be redirected toe-voting website of NSDLfor casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting.
Individual members holding securities in demat mode with CDSL	i. ii. iii. iv.	Existing users who have opted forEasi / Easiest, they can login through their user ID and Password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login toEasi / Easiestare https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New SystemMyeasi. After successful login of Easi / Easiest the user will be also able to see the e-voting menu. The Menu will have links ofe-voting service provideri.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi / Easiest, option to register is available athttps://web.cdslindia. com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-voting page by providing Demat account number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP_i.e._ NSDLwhere the e-voting is in progress.
Individual member (holding securities in demat mode) login through their Depository Participants	i. ii. iii.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-voting facility. Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL / CDSL Depository website after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider_i.e._NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting.

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Important Note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at above-mentioned websites.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through Depositories i.e. NSDL and CDSL.

through Depositori	es_i.e._NSDL and CDSL.
Login Type	Helpdesk details
Individual members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll-free no.: 022-48867000, 24997000
Individual members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. [email protected] or contact at 1800-225-533

B. Log-in method for remote e-voting and joining virtual AGM for the members other than Individual Members holding securities in Demat mode and Members holding securities in Physical mode

How to Log-in to NSDL e-voting website?

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‟Shareholder / Member” section.
A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your User ID is IN30012**.

b) For Members who hold shares in demat account with CDSL	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your User ID is 12
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then User ID is 101456001

Password details for members other than Individual shareholders are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- i. If your e-mail address is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a . pdf file . Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- ii. If your e-mail address is not registered, please follow steps mentioned below in process for those shareholders whose e-mail addresses are not registered.
If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:
a) Click on “ Forgot User Details/Password? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on http:// www.evoting.nsdl.com.
b) “ Physical User Reset Password? ” (If you are holding shares in physical mode) option available on http://www.evoting.nsdl.com.

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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number / folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-voting will open.

Step 2: Cast your vote electronically and Join virtual AGM on NSDL e-voting system

How to cast your vote electronically and join virtual meeting on NSDL e-voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of Company for which you wish to cast your vote during the remote e-voting period or at during the AGM. For joining virtual meeting, you need to click on “VC / OAVM” link placed under “Join General Meeting”.
Now you are ready for e-voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confrm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the print out of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members:

a) Institutional / Corporate members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy of its board or governing body resolution / authorization, etc., for authorizing their representatives to attend the AGM through VC / OAVM on their behalf and to cast vote through e-voting (including remote e-voting). The said resolution/ authorization shall be sent to the Scrutinizer by e-mail at its registered e-mail

address at [email protected] with a copy marked to [email protected].

b) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through the “ Forgot User Details/ Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl. com to reset the password.
c) In case of any queries, you may refer to the Frequently Asked Questions (“FAQs”) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll-free no.: 022-48867000, 24997000 or send a request at [email protected] or contact Ms. Pallavi Mhatre, Manager or Ms. Soni Singh, Asst. Manager, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, at the designated e-mail address – [email protected], who will also address the grievances connected with the voting by electronic means.
The Company has appointed M/s. Nityanand Singh & Co., Company Secretaries as the Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM, in a fair and transparent manner.
The Scrutinizer shall after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. The Scrutinizer shall after the conclusion of the AGM submit a consolidated Scrutinizer’s Report of the total votes cast in favor of or against the resolutions, to the Chairperson of the Company (or to such other person authorized by the Chairperson in writing) on or before Thursday, August 24, 2023.
The results of remote e-voting and e-voting during the AGM, on the resolutions shall be aggregated and declared after the receipt of scrutinizer’s report by the Chairperson or any director or any other person authorised by the Chairperson and the resolutions will be deemed to be passed on the date of the AGM, subject to receipt of the requisite number of votes in favour of the resolutions.
The results of the voting along with the Scrutinizer’s report shall be placed on the Company’s website at www.hcltech.com and on the website of the NSDL at www.evoting.nsdl.com immediately after their declaration. The results shall also be immediately communicated to BSE and NSE. The results of the voting will also be displayed on the notice board of the Company at its Registered Office and its Corporate Office.

I. INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-voting on the day of the AGM is the same as the instructions mentioned at point no. 21 above for

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remote e-voting. Only those members who will be present in the AGM through VC / OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

II. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER -

Member will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-voting system. Members may refer following the steps mentioned above for Access to NSDL e-voting system. After successful login, you can see “VC / OAVM link” placed under “ Join General meeting ” menu against the Company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu. The link for VC / OAVM will be available in Shareholder/ Member login where the EVEN of the Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice to avoid last minute rush.

Further, members can also use the OTP based login for logging into the e-voting system of NSDL.

Members are encouraged to join the AGM through laptops / desktops with high-speed internet connectivity for better experience. Participants connecting from mobile devices or tablets or through laptops via mobile hotspot may experience audio / video loss due to fluctuation in their respective networks. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
Members will be required to turn-on their camera while speaking at the AGM.
Members who would like to express their views /ask questions as a speaker during the AGM may pre-register themselves by sending their questions in advance along with their name, demat account number/folio number, e-mail ID and mobile number, from their registered e-mail address, at [email protected] before Monday, August 14, 2023 (5:00 p.m. IST).
Members who have registered themselves as a speaker will only be allowed to express their views / ask questions during the AGM . The Company reserves the right to restrict the number of speakers depending on the availability of time during the AGM.

By order of the Board of Directors For HCL Technologies Limited

Manish Anand Company Secretary Membership No.: FCS-5022

Date: July 26, 2023 Place: Noida (U.P.)

Annexure A

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DETAILS OF DIRECTOR RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED UNDER THE LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

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Name of Director Mr. Shikhar Malhotra
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Name of Director	Mr. Shikhar Malhotra

Date of Birth	05-Feb-1983
Age	40 Years
Date of frst Appointment on the Board	22-Oct-2019
Qualifcations	Degree in Entrepreneurship from Babson College, Massachusetts
Nature of expertise, experience in specifc functional area	Expertise in Corporate Strategy, Enterprise Resource Management, Retail & Marketing, Information Systems, Business Transformation & Margin Management and Regulatory Management.
Past Remuneration	Being a Non-Executive Director, Mr. Shikhar Malhotra does not receive any fxed remuneration. He has received sitting fees for attending the Board / its Committee meetings, and the Commission as approved by the Board within the limits approved by the members of the Company. The details of the sitting fees and commission paid to him during the fnancial year ended March 31, 2023, have been provided in the Corporate Governance Report which forms part of the Annual Report (FY 2022-23).
Terms and conditions of appointment / re-appointment including Remuneration to be paid	Re-appointment as a Non-Executive Non-Independent Director, liable to retire by rotation. Mr. Shikhar Malhotra would not be paid any fxed remuneration. Mr. Shikhar Malhotra would be entitled to the sitting fee for attending the Board / Committee meetings. He would also be entitled to the commission, as may be approved by the Board, in terms of the provisions of the Companies Act, 2013.
Shareholding in HCL Technologies Limited as on March 31, 2023	None
Relationship with other Directors / KMPs	Mr. Shikhar Malhotra is the husband of Ms. Roshni Nadar Malhotra, Non- Executive Non- Independent Director of the Company.
Directorships / Committee Membership and Chairpersonship held in other Listed Companies	None
Resignation from Listed entities in the past three years	None
No. of Board Meetings attended during the Financial year ended March 31, 2023	5 Board Meetings were held during the Financial Year 2022 - 23 and all these meetings were attended by him.

By order of the Board of Directors For HCL Technologies Limited

Manish Anand

Date: July 26, 2023 Place: Noida (U.P.)

Company Secretary Membership No.: FCS-5022

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At HCL Technologies Limited, FY23 was the year of a major pivot in our growth journey as we furher ariculated our purpose and relaunched our brand identity. We now go to market as HCLTech, with a distinct brand position of Supercharging Progress™, which reflects our purpose and aspiration.

Each day, we live by our purpose: to bring together the best of technology and our people to supercharge progress—for our clients, people, communities and the planet. And our aspiration is to deliver this at speed and scale.

HCLTech’s Annual Repor 2022-23 looks back at a year of delivering on our purpose, driven by our unique porfolio spanning operational and transformational technologies across Digital, Engineering, Cloud, AI and Software. The depth and breadth of our experience positions us well for the future as a parner of choice–and a parner full of choices–for Global 2000 companies. We are an employer of choice for top talent globally. And we are transforming communities and contributing to a sustainable planet through path-breaking programs.

We believe we are just geting stared, and the best of supercharging progress lies ahead in an exciting digital-first world.

Corporate Overview

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|||
|---|---|
|Message from Chairperson|2|
|Message from CEO & Managing Director|4|
|Founder and Board of Directors|7|
|Leadership Team|8|
|A Year of Supercharged Growth|10|
|Our Global Footprint|12|
|Our New Brand Identity|14|
|Awards and Recognitions|18|
|Supercharging Progress for our Clients|21|
|CloudSMART|22|
|Ecosystems|24|
|Artificial Intelligence|29|
|IT and Business Services (ITBS)|30|
|Engineering and R&D Services (ERS)|38|
|HCLSoftware|42|
|Supercharging Progress for our People|44|
|Supercharging Progress for our Communities|55|
|Supercharging Progress for our Planet|60|
|Management Discussion and Analysis (MDA)|67|
|Directors’ Report|121|
|Corporate Governance Report|148|
|CEO and CFO Certificates|177|
|Business Responsibility & Sustainability Report (BRSR)|178|
|Financial Performance|
|Standalone Financial Statements|210|
|Consolidated Financial Statements|274|
|Statement under Section 129|350|

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16
Metlife Partnership
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29
Artificial Intelligence
46
Find your Spark
56
Corporate Social Responsibility
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Roshni Nadar Malhotra

Dear Shareholder,

FY23 has been another year of strong growth for our company as we crossed the $12.5 billion revenue mark, now going to market as ‘HCLTech’ with a refreshed purpose: to bring together the best of technology and our people to supercharge progress.

We delivered this performance in the backdrop of a challenging global economic environment. This underscores the strength and resilience of our diversified portfolio that makes us a preferred partner of global enterprises. Another notable milestone this year was HCLSoftware crossing the $1 billion ARR (Annual Recurring Revenue) mark, validating our investment in this business segment.

Technology continues to be a top priority for enterprises as they recalibrate their business models for enhanced efficiencies, serving customers in a digital-first world and weaving in sustainability agendas into their strategy. While the current economic headwinds may force some businesses to defer low-priority technology spends in the short-term, core technology spending is expected to grow further.

The emergence of generative AI (GenAI) has made the landscape more exciting as it opens up new opportunities for enterprises to supercharge growth and productivity and for humanity to unlock the benefits of digital technologies. HCLTech is well positioned to respond to the requirements of businesses in this evolving technology landscape and help them stay ahead of the curve. GenAI fused into our technology offerings will enable us to deliver superior solutions and customization for our clients.

We continue to invest aggressively to build new capabilities across our portfolio themes of Digital, Engineering, Cloud, AI and Software. A key part of this capacity building is boosting our in-house R&D and innovation engine, deepening partnerships across the ecosystem and most importantly, upskilling our people, who remain the biggest enabler of our ability to drive digital transformation of our clients.

Organization culture is extremely important for us to deliver on our strategy, especially as we have a growing tribe of Gen Z employees within the company. We have a sharp focus on providing an open, vibrant and inclusive workplace to our people while offering them platforms to unlock their potential. We are rated as Top Employer in 25 countries and are doubling down on our initiatives to make the company a magnet for top talent, globally.

A key focus area for the company has been our environment, social and governance (ESG) agenda and I am happy to share that we continue to make rapid strides in this area. In particular, I would like to highlight that HCLTech replenished 26 times more water than it consumed across its operations in India. Our ESG

The emergence of GenAI has made the landscape more exciting as it opens up new opportunities for enterprises to supercharge growth and productivity and for humanity to unlock the benefits of digital technologies.”

interventions and performance have seen us being recognized on global platforms and we will build on this foundation and benchmark with the best in the world.

Our company continues to uplift and transform local communities. Corporate social responsibility is not a checklist for us but a purpose and commitment. In India, HCL Foundation’s programs have transformed millions of lives through interventions in areas such as education, skill development, livelihoods, healthcare and environment. And we are now taking this source code beyond India to supercharge progress for communities by partnering with leading global charitable organizations.

This year, our Founder and Chairman Emeritus, Shiv Nadar, was honored with the Lifetime Achievement Awards by The Economic Times and the U.S.-India Strategic Partnership Forum (USISPF). It’s a fitting tribute to the HCLTech story and everyone who has been a part of it.

In closing, I’d like to thank all our stakeholders for your continued trust and support. Your confidence in us is the cornerstone of our success, encouraging us to aim higher and strive further. Together, we will continue to forge ahead and explore new frontiers to supercharge progress.

Regards,

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Roshni Nadar Malhotra

Corporate Overview 3

C Vijayakumar

Dear Shareholder,

HCLTech delivered a stellar performance in FY23, crossing many important milestones and building on a strong momentum in our chosen markets. We delivered this strong performance in the backdrop of continued macroeconomic transition.

At the beginning of FY23, we communicated a clear set of five strategic objectives:

Leadership through differentiated services and products
Employer of choice in professional services across all our key geographies
Preferred Digital partner for Global 2000 enterprises in chosen markets
Weave ESG (Environmental, Social and Governance) goals into business strategy
Deliver top quartile TSR (Total Shareholder Return) over the medium term

During the past 12 months, we have made meaningful progress on each of these objectives.

Our revenues crossed the ₹100,000 crores milestone and our employee base reached the 225,000 mark.”

Our overall revenues grew 13.7% YoY in constant currency, with the services business registering an impressive growth of 15.8% YoY underlined by a healthy margin performance. Our revenues crossed the ₹100,000 crores milestone and our employee base reached the 225,000 mark (including an intake of 25,000+ entry level employees), while our services portfolio encompassing Digital, Engineering, Cloud, AI and Software, coupled with our strategic alliances, all punched in equal weight.

As we registered this impressive financial performance, we also doubled down on our market leadership by emerging as the only service provider in the world to be rated as a Leader in all six Gartner Magic Quadrant reports related to IT services. This is a very important and comprehensive testament to the vision, strategy and maturity of all our offerings in our largest IT & Business Services segment and positions us as a clear frontrunner in the integrated IT services market. We continue to dominate the Engineering and R&D Services segment with broadbased offerings that are highly acclaimed in the industry. Our transformation efforts to build a growing software product portfolio saw good results during the year.

Our employees are helping us retain this lead by leveraging the learning and development programs we offer to keep them on the forefront of technology trends. This year, the company trained 70,000+ employees in digital skills and 150,000+ in other core skills. We invested 9.4 million person-hours in training during the fiscal year, which is an emphatic reiteration of the learning mindset and commitment of our people. We believe that an established and proactive regime of upskilling can help us stay competitive in the rapidly changing environment and unlock the agility that our people need to thrive.

Our workplaces are evolving too. We continue to believe in the virtual-first, hybrid workplace model, with flexibility for employees to use office spaces and leverage remote working as needed. Our approach has been balanced and measured, led by active dialogues with our people and clients to develop a ‘right-mix for the right-time-andright-place’ model.

We continue to make progress on our ESG commitments, having pledged to be net zero by 2040. Almost one-fifth of our energy consumption today comes from renewable sources, and we have reduced our per capita Scope 1 and 2 greenhouse gas emissions by 70%. We are also very proud to be 26x water positive across our operations in India. Our diligent efforts around all these arenas resulted in HCLTech being recognized as an ESG leader in the software and services industry in MSCI ESG ratings. We were also included in Sustainalytics’ 2023 Top-Rated ESG Companies list and were designated an ‘Industry Mover’ in the S&P Global Sustainability Yearbook 2023.

On the corporate social responsibility (CSR) agenda, HCL Foundation has made significant strides by impacting more than five million lives in India while harvesting 32 billion liters of water for reuse in communities. We also continue to support different social initiatives worldwide through our global CSR councils.

The year also saw another important milestone in the form of our wide-ranging brand transformation— establishing our new HCLTech brand identity, underpinned by the positioning of Supercharging Progress[TM] and a new employee value proposition of Find Your Spark . Both have re-energized the company’s cultural fabric and collective performance.

Our balanced business model has put us in a position of great advantage

In FY24, we continue to operate in an environment of high volatility. A combination of factors including geopolitical uncertainties, rising inflation and softening of consumer spending in a few sectors are creating some turbulence in the market.

Corporate Overview 5

As a result, the rally in technology spending triggered by the pandemic is now stabilizing, and clients are consolidating their technology spends to ensure speed and focus on the most cost-effective and revenue-impacting technologies. Enterprises are also consolidating vendors that have delivered with consistency, efficiency and measurable impact, and can offer a large suite of services.

Our unique portfolio mix spans a wide gamut of operational and transformational technologies across Digital, Engineering, Cloud, AI and Software, and this depth and breadth continues to position us as a partner of choice and partner full of choices for Global 2000 organizations. A client CXO put it most discernibly: “HCLTech is a partner for every season and every right reason.”

This unique stature owes itself, in equal parts, to the cutting-edge work we continue to do in various emerging and mature tech spaces as well as to our expertise, which reinforces HCLTech’s position as a trusted innovation advisor to our clients.

In AI, for example, we are one of the few companies in the world with experience and embracement of enterprise AI from its early days. With an elaborate AI ecosystem and extensive range of AI services, today we serve our clients across semiconductors, software, data, algorithms, cloud and more. We are also an early adopter of GenAI technologies as a consumer and a launch partner for all the major hyperscalers on their GenAI stack.

From a delivery perspective, we’ve continued to embrace our nearshore model, continuing to expand into the U.S., Mexico, Brazil, Eastern Europe and parts of Asia. Over the last three years, we’ve doubled nearshore headcount and expanded our New Vistas locations to smaller markets across India, which now account for 13% of our total workforce in India.

Together with our people and our partners, we believe we can shape a new era of technology transformation where speed meets scale, resilience meets responsibility and profits meet purpose.”

Looking ahead

Looking ahead, we remain optimistic of the growth momentum of our company.

We are committed to delivering top quartile total shareholder return (TSR) by focusing on sustained organic growth, better profitability and increasing return on invested capital while maintaining superior cash conversion metrics. We are executing well on the pre-defined capital allocation of a minimum payout of 75% of net income cumulatively during FY22-FY26. Together with our people and our partners, we believe we can shape a new era of technology transformation where speed meets scale, resilience meets responsibility and profits meet purpose.

This aspiration is fueled by the passion of our people, the trust of our clients and the faith invested in us by our shareholders, to each of whom we remain deeply grateful.

In closing, I’d like to thank all committed HCLTechies around the world who demonstrate an unwavering commitment to deliver value and embrace our culture of Ideapreneurship. Our newly articulated brand purpose is

to bring together the best of technology and our people to supercharge progress. At HCLTech, we are committed to ensuring that technology complements and accelerates positive and inclusive progress for everyone–our clients, our people, our communities and the planet at large.

Sincerely,

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C Vijayakumar

6 HCLTech Annual Report 2022-23

Founder

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Shiv Nadar Founder, HCL Group; Chairman Emeritus and Strategic Advisor to the Board

Board of Directors

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Roshni Nadar Malhotra Chairperson, Non-Executive, Non-Independent C

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C Vijayakumar CEO & Managing Director

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Shikhar Malhotra Director, Non-Executive, Non-Independent

Non-Executive, Independent Directors

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Deepak Kapoor Director

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Robin Ann Abrams Director C

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Thomas Sieber Director

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S Madhavan Director C C C C

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Dr. S Shankara Sastry Director

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Vanitha Narayanan Director C

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Dr. Mohan Chellappa Director

Nishi Vasudeva Director

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Simon John England R Srinivasan Director Director

Key to Board Committee membership

Audit Committee

Corporate Social Responsibility Committee Nomination and Remuneration Committee Finance Committee

Stakeholders’ Relationship Committee Risk Management Committee
ESG and Diversity Equity Inclusion Committee
C Respective Chair of each Committee

As of July 12, 2023

Corporate Overview 7

Leadership Team

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C Vijayakumar CEO & Managing Director

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Ajay Bahl Chief Growth Officer, Americas, Mega Industries

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Ashish Kumar Gupta Chief Growth Officer, Europe and Africa, Diversified Industries

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Kevin McGee Corporate Vice President, Risk and Compliance

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Ajit Kumar Chief Information Officer

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Jagadeshwar Gattu President, Digital Foundation Services

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Dr. Nidhi Pundhir Vice President and Global Head, CSR

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Anil Ganjoo Chief Growth Officer, Americas, TMT and RCPG Industries

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Jill Kouri Chief Marketing Officer

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Prateek Aggarwal Chief Financial Officer

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Apparao V V Chief Delivery Officer

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Kalyan Kumar Chief Technology Officer and Head, Ecosystems, and Chief Product Officer, HCLSoftware

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Raghu Kidambi Corporate Vice President and Global Head, Digital Process Operations

8 HCLTech Annual Report 2022-23

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Raghu Raman Lakshmanan General Counsel

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Ramachandran Sundararajan Chief People Officer

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Srinivasan Seshadri Chief Growth Officer and Global Head, Financial Services

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Rahul Mohta Executive Vice President and Head, Enterprise Performance Office

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Santhosh Jayaram Global Head, Sustainability

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Sriram Hariharan Executive Vice President, Strategy, Corporate Development and Business Enablement

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Rahul Singh Chief Operating Officer, Corporate Functions

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Shrikanth Shetty Chief Growth Officer, Americas, Life Sciences and Healthcare Industries

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Swapan Johri President, Growth Markets

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Rajiv Shesh Chief Revenue Officer, HCLSoftware

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Srimathi Shivashankar Corporate Vice President and Global Head, EdTech Business

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Vijay Guntur President, Engineering and R&D Services

Corporate Overview 9

A Year of Supercharged Growth

$12.6B ₹101,456 Cr

Revenue

Revenue

18.5% increase YoY

₹19,488 Cr

Profit before tax

15% increase YoY

18.2%

Profit before taxes, finance costs and other income in FY23

₹18,009 Cr

Operating cash flow

New large deals signed

4-year CAGR: 19%

$8.9B

New deal TCV

6.6% increase YoY

90%

Total increase in $100M+ clients over past four FYs

10 HCLTech Annual Report 2022-23

Revenue from Operations

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(₹ Cr)
60,427 70,676 75,379 85,651 101,456
10.9%
CAGR
Constant currency
FY19 FY20 FY21 FY22 FY23
Profit after Tax
(₹ Cr)
10,120 11,057 11,145 13,499 14,851
10.1%
CAGR
FY19 FY20 FY21 FY22 FY23
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Profit before Taxes, Finance Costs and Other Income
(₹ Cr)
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11,853 13,911 15,437 16,204 18,483
11.7%
CAGR
FY19 FY20 FY21 FY22 FY23
Diluted EPS
(₹ Cr)
36.78 40.75 41.07 49.77 54.79
10.5%
CAGR
FY19 FY20 FY21 FY22 FY23
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Employee Metrics

(Headcount)

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137,965 150,423 168,977 208,877 225,944
FY19 FY20 FY21 FY22 FY23
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Segment Revenue** (₹ Cr)

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IT and Business
services
Engineering
and R&D services
HCLSoftware
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Client Category (Number of Clients)

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10 15 15 16 19
$100M+
29 30 35 43 46
$50M+
229
208
166 171 178
$10M+ 375
349
283 308 318
939
882
$5M+
809
791
623
$1M+
FY19 FY20 FY21 FY22 FY23
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4-year CAGR *Includes inter-segment revenue of ₹470 crores.

Corporate Overview

Our Global Footprint

60 Countries

161 Nationalities

225,944 Employees

210+ Delivery Centers

150+ Engineering Labs

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Countries

Angola Bulgaria Argentina Canada Australia Chile Austria China Belgium Colombia Brazil Costa Rica

Czech Republic Denmark Egypt Estonia Finland France

Germany Guatemala Hong Kong Hungary India Indonesia

Ireland Israel Italy Japan Lithuania Luxembourg

12 HCLTech Annual Report 2022-23

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Malaysia Oman Portugal South Korea Thailand Mexico Panama Romania Spain Turkey Morocco Peru Saudi Arabia Sri Lanka UAE Netherlands Philippines Singapore Sweden United Kingdom New Zealand Poland Slovakia Switzerland United States Norway South Africa Taiwan Vietnam

Corporate Overview 13

Our New Brand Identity

This year, we launched the new HCLTech brand identity, underpinned by the distinct positioning of Supercharging Progress™ that captures the essence of what we do today and our aspiration of what we want to do more of–at scale, for our stakeholders. We also crafted a new purpose for our organization:

To bring together the best of technology and our people, to supercharge progress.

For our Clients

We help deliver business outcomes for our clients, at speed and at scale; vested to solve day-to-day or complex challenges with both pragmatism and resilience.

For our People

We help current (and prospective) employees “find their spark” and supercharge their career potential.

For our Communities

We believe that impact comes from within, and it drives our long-standing commitment to the communities where we work and live.

For our Planet

We deliver long-lasting impact through our actions as a company and through our pacts with stakeholders for a more sustainable future.

Brand transformation

The impact of our new brand

This evolution marked a major milestone on the company's journey, as the new identity, purpose and positioning enable us to embrace a distinct global brand identity while retaining connectivity to our legacy. The process required an extensive strategic audit and review that engaged hundreds of staff, senior company leadership and trusted clients and partners. A talent-facing narrative in the form of an employee value proposition, 'Find Your Spark,' complements our external-facing brand position and emphasizes its commitment to helping current and prospective employees maximize their career potential and ambitions.

Our new brand identity was unveiled to employees across the globe with great enthusiasm and celebrations. We hosted a live-stream broadcast from our New York City office, reaching all employees who participated in launch celebrations and watch parties across our global facilities, from London to Dubai and Noida to Sydney. The launch was accompanied by a comprehensive update of various brand touchpoints, including our website, intranet, social media, facilities, merchandise and internal communications. Additionally, integrated digital, employee advocacy and PR campaigns generated millions of impressions and reignited interest in the HCLTech brand.

14 HCLTech Annual Report 2022-23

A brand launch powered by our peopleA brand launch powered by our people

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Corporate Overview 15

HCLTech and MetLife Stadium parnership: A shared vision

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HCLTech is now a Cornerstone partner and the Official Digital Transformation Partner of MetLife Stadium, the largest U.S. East Coast stadium and the two American football teams it hosts-the New York Giants and the New York Jets.

The partnership will drive the adoption of best-in-class technology inside and outside the stadium through immersive, seamless, real-time digital engagement. HCLTech is one of the four top-tier partners with prominent brand visibility in and around the stadium, including a private, branded 74-seat suite to host guests at concerts, events and games year-round.

L to R: John Mara, President and CEO, New York Giants; Jill Kouri, Chief Marketing Officer, HCLTech; Ron VanDeVeen, President and CEO, MetLife Stadium; C Vijayakumar, CEO & Managing Director, HCLTech and Woody Johnson, Chairman, New York Jets at the unveiling of the partnership at the MetLife Stadium.

16 HCLTech Annual Report 2022-23

HCLSoftware races ahead with Ferrari

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HCLSoftware has forged a multi-year strategic partnership with legendary Formula One® team, Scuderia Ferrari. The partnership will see HCLSoftware become a strategic partner to the historic racing team, with a focus on supplying high-performance, precision technology.

The HCLSoftware logo now dons the Scuderia Ferrari car, giving the brand global visibility in a sport that’s regarded as pinnacle of automotive technology. HCLSoftware enables Ferrari to accelerate its digital journey. HCLVolt MX and HCLAppScan solutions will be implemented by Ferrari to enhance employee experience and security.

HCLSoftware is proud to have its brand logo on the front of Ferrari’s new SF-23 race car, and to continue being partners in this multi-year relationship.

Corporate Overview 17

Awards and Recognitions

The US-India Strategic Partnership Forum honored HCLTech Founder and Chairman Emeritus, Shiv Nadar, with the Lifetime Achievement Award.

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HCLTech Chairperson, Roshni Nadar Malhotra, received The
Economic Times Lifetime Achievement Award on behalf of
HCLTech Founder and Chairman Emeritus, Shiv Nadar, from
Nirmala Sitharaman, Minister of Finance, Government of India.
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HCLTech Chairperson, Roshni Nadar Malhotra, received
the Business Today Most Powerful Women in Business
Award from Smriti Irani, Minister of Women and Child
Development, Government of India.
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Executive Recognitions

HCLTech Founder and Chairman Emeritus Shiv Nadar was honored with the Lifetime Achievement Award at The Economic Times Awards for Corporate Excellence for his pioneering contributions as an entrepreneur and philanthropist.
U.S.-India Strategic Partnership Forum honored HCLTech Founder and Chairman Emeritus, Shiv Nadar, with the Lifetime Achievement Award for his contribution to business and philanthropy.
HCLTech Chairperson Roshni Nadar Malhotra won the Business Today Most Powerful Women in Business Award 2023.
Fortune India recognized HCLTech Chairperson Roshni Nadar Malhotra with the Most Powerful Women Award 2022.
HCLTech CFO Prateek Aggarwal won the CII Leading CFO of the Year 2022 Award in the IT & ITES category.

18 HCLTech Annual Report 2022-23

Corporate Recognitions

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National CSR Award 2020, instituted by the Ministry of Corporate Affairs, Government of India

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Rated as an ESG ‘Leader’ in the software and services industry by MSCI

Employer Recognitions

Won bronze at The Economic Times Human Capital Awards for Power of One employee volunteering initiative
Received Regional Top Employer certification in 25 countries under the Top Employer 2023 Program. The company ranked No. 1 in 18 of these. HCLTech was also recognized as a Top Employer in three key geographies: North America, Europe and Asia Pacific
Certified as a Great Place to Work in the U.S.
Won in Mega Companies category in AmbitionBox Best Places to Work in India Awards 2022

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Included in S&P Global Sustainability Yearbook 2023 as an ‘Industry Mover’ for demonstrating sustainable business practices

Won multiple awards from Brandon Hall in the following categories:
Two gold, two silver and one bronze in the Diversity, Equity & Inclusion category
Two gold in the Human Resources category
Three gold and one bronze in the Learning and Development category

Included in Sustainalytics’ 2023 list of ESG Top-Rated Companies in the software and services industry segment and in the Asia Pacific Region

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Healthy Workplaces Award 2022 from Arogya World

Best Supply Chain Solutions Award under the ‘Highly Commended’ category, at the Adam Smith Awards Asia 2022

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Diversity and Inclusion Recognitions

Included in the 100 Best Companies for Women in India list and was recognized as Exemplar of Inclusion in the Most Inclusive Companies Index by Avtar & Seramount
HCLTech was included in:
Seramount’s Global Inclusion Index
Bloomberg Gender Equality Index
Pride Circle India Workplace Equality Index
Recognized as the Diverse Company for 2022 at the Global DEI Summit 5.0, organized by The Times of India and Ask Insights
Two gold, one silver and one bronze in the Talent Management category

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Corporate Overview 19

Business Recognitions

Google Cloud Global Breakthrough Partner of the Year 2021 Award
Dell Technologies Global Excellence in Expansion Award
VMware 2022 Partner Value Award
Winner in the Outstanding Cloud Offering category at the Digital Bankers Middle East & Africa Retail Banking Innovation Awards 2021
DRYiCE™ won the ‘LogicMonitor GSI Excellence Award’ at LM Elevate 2022 conference
‘Outstanding Value’ award at the 2022 Honda NAIP Supplier Conference
‘SIIA CODiE’ (The Software & Information Industry

Association) awards 2022 for ‘Best Customer Service Solution’ and ‘Product Management Team of the Year’

‘Emerging GSI of the year 2021’: India, South Korea and Asia region by Proofpoint
American Honda Supplier of the Year Award for Outstanding Value in PLM Managed Services
Recognized as the System Integrator Certification Partner of the Year at the MongoDB Partner of the Year Awards
Named a Titanium member, the highest level of recognition, at the Intel® Network Builders Winners’ Circle Awards for the second consecutive year

Analyst Recognitions

HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Custom Software Development Services, Worldwide*
HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Public Cloud IT Transformation Services*
HCLTech was positioned as a Leader in 2023 Gartner® Magic Quadrant[TM] for Outsourced Digital Workplace Services*
HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Data Center Outsourcing and Hybrid Infrastructure Managed Services, Worldwide*
HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Managed Mobility Services, Global*
HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Managed Network Services*
Forrester Wave™: Multi-cloud Managed Services Providers, Q1 2023
Forrester Wave™: Cloud Migration and Managed Service Partners in Asia Pacific, Quarter 4 2022Avasant’s Digital Masters 2022 RadarView™
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: Asia/Pacific Managed Security Services 2022 Vendor Assessment (Doc #AP49101222, November 2022)
HCLSoftware won the Customer’s Choice award in Gartner Peer Insights ‘Voice of the Customer’: Application Security Testing
HCLSoftware Experience rated as No. 1 in B2E Experience in Gartner Critical Capabilities for Digital Experience Platforms
HCLSoftware rated as a Strong Performer in Forrester Wave: Enterprise Marketing Suites
HCLSoftware won the Customer’s Choice award in Gartner Peer Insights ‘Voice of the Customer’: Multichannel Marketing Hubs
HCLSoftware rated as a Strong Performer in Forrester Wave: Value Stream Management Solutions
IDC MarketScape: Worldwide Adobe Experience Cloud Professional Services 2022 Vendor Assessment (Doc #US47542221, June 2022)

*Gartner and Magic Quadrant are registered trademarks and service marks of Gartner, Inc. and/or its affiliates and is used herein with permission. All rights are reserved. Gartner does not endorse any vendor, product or service depicted in its research publications and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements off act. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

*The Gartner content described herein (the “Gartner Content”) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this Quarterly report), and the opinions expressed in the Gartner Content are subject to change without notice.

20 HCLTech Annual Report 2022-23

Supercharging Progress for our Clients

HCLTech’s comprehensive portfolio mix across digital, engineering, cloud, AI and software are powering the digital transformation journeys of global enterprises at scale and speed.

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Corporate Overview 21

CloudSMART

CloudSMART is HCLTech’s cloud strategy that drives digital transformation and continuous modernization for businesses worldwide. It offers a suite of solutions that accelerate innovation and business transformation, simplifying operations in a hybrid, multicloud environment.

As a resilient and sustainable platform, CloudSMART embraces agility and automation, optimizing human resources and providing holistic management across diverse cloud constructs and technology choices. This consulting-led approach leverages our robust partner ecosystem, utilizing the CloudSMART Industry Cloud to address specific challenges faced by global clients. With CloudSMART, we empower organizations to harness the full potential of cloud technology as a business platform, delivering tangible benefits and driving growth.

CloudSMART positions us as the ideal partner for business transformation as we foster a cloud culture

within organizations and collaborate with system integrators to leverage the full potential of cloud technologies. Our clients are transitioning from basic cloud usage to complex business cases that require organizational transformation. Businesses can achieve remarkable advancements by harnessing the power of cloud innovations such as AI/ML, IoT, 5G and quantum computing. To achieve this transformation, organizations need a strong cloud culture and strategic partnerships with skilled system integrators with the requisite skills, experience and relationships.

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SMARTWays SMARTWays SMARTWays
to Cloud for Cloud in Cloud
Core ERP Traditional Application Management and Security, Risk and Industry-specific Intelligent/ Secure
Modernization Rationalization and Governance Compliance Solutions Applications
Migration Dispositon
DevOps & SRE Frictionless/
Architecture AI/ML
Vetical ERP Application Organization Operating
AppsWays: SAP, Modernization Roles and Skills Model
ERP to SaaS Data & Edge Data
Architecture Modernization
Data to Cloud Application and Adaptive Cloud Business Cloud Native Cloud Managed
Workload Migration Strategy Case Architecture and Services
Patterns (CARE and AIOPS)
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22 HCLTech Annual Report 2022-23

CloudSMART allows our clients to:

Drive continuous modernization within their organizations by optimizing the cloud as a business platform to accelerate innovation and growth at scale
Implement transformative business decisions that lead to the evolution of an organization’s business model
Modernize assets, create new capabilities for the business, attain speed to market and future-proof the business
Drive workforce transformation by changing the way people work with new operating models, new processes and new technologies

CloudSMART harnesses the power of the cloud to help businesses:

Achieve sustainable business advantages with a cloudnative approach
Touch applications only once using agile methods for a sustainable transformation
Continuously modernize and enable sustainable growth.
Drive change management within organizations

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Core Capabilities

CloudSMART accelerates clients’ business transformation with solutions that enable continuous modernization, allowing organizations to embrace innovation.

Leveraging its deep technology engineering experience, HCLTech CloudSMART allows clients to adopt an evolving technology landscape, helping them harness transformational technologies such as AI, machine learning, 5G, IoT, quantum computing and others.

Cloud strategy is based on an approach to cloud adoption that considers each client’s unique business objectives and pace of transformation.

It helps clients leverage cloud as an outcomebased business platform that provides a foundation for future growth. This approach is rooted in an understanding that each business moves at its own pace. We help clients harness the cloud to foster innovation.

CloudSMART leverages an extensive partner ecosystem to achieve breakthrough innovative solutions to fuel client growth.

It is technology and vendor holistic. We combine operational excellence and deep engineering and industry experience with the powerful capabilities of HCLTech’s ecosystem partners.

CloudSMART embraces product-centric culture and a cloud operating model as a strategic differentiator within organizations.

It supports the re-skilling and up-skilling of workforces, enabling businesses to build an adaptive and resilient workplace through digital workplace management services.

Corporate Overview 23

Ecosystems

Consumer demands, technological advancements and data-driven approaches are revolutionizing business landscapes. HCLTech collaborates with top technology firms to assist organizations in navigating this evolving environment and overcoming intricate operational and business obstacles. Through these partnerships, we deliver exceptional value and drive digital transformation, leveraging our expertise and the innovation of our partners. Together, we create a lasting impact and propel enterprises toward a future of success, combining cutting-edge solutions and extensive industry knowledge.

Strategic Alliances

We act as an ecosystem orchestrator, collaborating with top technology partners and innovators to provide tailored components and define engagement models. Our ecosystem strategy ensures that all stakeholders—clients, partners and HCLTech—can quickly adapt and succeed in evolving business environments. We recognize the significance of staying current with technology trends and industry-specific solutions at HCLTech. By closely collaborating with our ecosystem partners, we develop innovative solutions that enable our clients to maintain a competitive edge.

We place a strong emphasis on cloud and AI/ML technologies and collaborate with top-tier technology companies to develop innovative IPs and solutions. Through our strategic business units, we drive partnerships that accelerate our clients’ digital transformation journeys.

Startup Ecosystem

Redefining partnership paradigms, we have cultivated a unique and innovative ecosystem consisting of startups,

venture capitalists and trade missions from across the globe – to create solutions which can be leveraged by our clients. A key differentiator is our own startup accelerator and innovation platform, the eSTiP (Startup Ecosystem Innovation Platform & Program). It enables co-creation through an open innovation model. Undertaken by HCLTech Enterprise Technology Office, this platform industrializes innovation and fosters deep collaboration among various stakeholders through a systematic and scaled approach for idea funnel management, prototyping, deployment and commercialization.

Industry Ecosystem

In line with our belief in the benefits of a collaborative world, we are affiliated with and contribute to numerous large industry forums and foundations. These initiatives are orchestrated via HCLTech Enterprise Technology Office and Cloud Native Labs. These include relationships with the World Economic Forum (WEF), The OpenGroup, Cloud Native Computing Foundation (CNCF) and CloudFoundry Foundation (CFF), among others.

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24 HCLTech Annual Report 2022-23

Our Ecosystem

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Cloud
Ecosystem
Digital
Platforms
Data and
Analytics
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Corporate Overview 25

Ecosystem Operating Model

IT & Business Services

Global Systems Integrator Managed Services Provider

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Ecosystem Units

Full-stack aligned by each ecosystem

360 Degree (Sell-To)

Services OEM/Products

Engineering and R&D Services

Engineering Services Provider OEM Integrator

Products and Platforms

Independent SW Vendor (ISV) GTM Marketplace Channels

Cloud Native Labs/ FinOps/Cloud Consulting

Enabling cross-ecosystem collaboration

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Joint Go-To-Market

Geographies and industries

Siki Giunta, Executive Vice President & Head, CloudSMART Consulting and OS, HCLTech, at U.S. Investor Day.

26 HCLTech Annual Report 2022-23

Analyst Perspectives

The Forrester Wave™: Multicloud Managed Services Providers, Q1 2023

HCLTech has achieved MSP competency across the programs of the top three hyperscalers and has a strong vision for the importance of network architecture and security in multicloud strategies. Reference customers speak highly of HCLTech’s ability to be flexible while retaining an opinionated stance but would still like to see more of it.”

Bill Martorelli

Principal Analyst, Forrester

Everest Group’s System Integration (SI) Capabilities on Amazon Web Services (AWS) PEAK Matrix® Assessment 2022

Through its AWS Ecosystem Business Unit (EBU), HCLTech has built an integrated storyline of cloud offerings to effectively address enterprise needs on AWS. It is delivering contextualized offerings and expertise to certain targeted industries including healthcare, aerospace, retail, manufacturing and BFSI by investing in nurturing talent and building AWS-specific industry cloud capabilities. Enterprise clients have appreciated the domain knowledge and project management skills exhibited by HCLTech.”

Mukesh Ranjan

The Forrester Wave™: Cloud Migration And Managed Service Partners In Asia Pacific, Q4 2022

HCLTech leverages its heritage skills to provide hybrid cloud operations. Known for its strong IT outsourcing services, HCLTech is a significant player in cloud migration and modernization services. The company dedicates cloud ecosystem business units to leading hyperscalers and has an established partnership with Google.”

Sam Higgins, Principal Analyst, Guannan Lu, Analyst

Forrester

Everest Group’s System Integration (SI) Capabilities on Microsoft Azure PEAK Matrix® Assessment 2022

Through its Microsoft Ecosystem Unit (MEU), HCLTech has a well-established, comprehensive, and extensive cosell, co-build and co-deliver partnership with Microsoft. It includes multiple co-innovations in themes such as vertical-oriented solutions, sovereignty and sustainability, launch partnerships for various Microsoft industry clouds, and niche specializations. Enterprises have appreciated technical and domain expertise that HCLTech brings to the Azure engagements.”

Mukesh Ranjan

Vice President, Everest Group

Everest Group’s System Integration (SI) Capabilities on Google Cloud Platform (GCP) PEAK Matrix® Assessment 2022

HCLTech presents an integrated approach to enterprises to accelerate their journey on Google Cloud through its CloudSMART offering. Its Google Cloud Ecosystem Unit (GEU) has jointly developed solutions around nextgeneration technologies such as AI/ML and IoT by leveraging in-house innovation labs. Enterprise clients have appreciated its commercial and operational flexibility and focus on building strong relationships.”

Mukesh Ranjan

Vice President, Everest Group

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Corporate Overview 27

Partner Perspectives

The synergy of HCLTech’s CloudSMART program with the RISE with SAP offering will help customers maximize business value while leveraging innovations in cloud on their journey to an intelligent enterprise. We look forward to the continued strategic partnership with HCLTech.”

Harald Martin

Senior Vice President, Services Partner Business Development, Cloud Success Services, SAP SE

Our relationship with HCLTech spans over 30 years, and with thousands of Microsoft- certified professionals, we’ve seen the capabilities and collaboration accelerate as HCLTech invests in the Microsoft Business Unit and delivers breakthrough, industry-focused innovation on Microsoft Cloud. We are especially excited about HCLTech’s focus on the healthcare vertical and investments in 5G and Cloud Native Labs, allowing our mutual enterprise customers to realize tangible benefits as they continue their digital transformation journey.”

Marianne Roling

General Manager, Global Systems Integrators, Microsoft Corporation

With their CloudSMART approach, VMware sees that HCLTech has the right vision for today’s enterprises seeking to increase their capabilities with the power of multicloud solutions. We’re delighted to partner with HCLTech for its CloudSMART framework powered by VMware and hyperscalers. Whether we’re providing the technology that helps HCLTech deliver innovative consumer experiences or enabling resilient and agile workforces, we look forward to helping HCLTech ensure our customers’ utmost success.”

Sumit Dhawan

President, VMware

Our technology and solutions combined with the depth and breadth of HCLTech’s services provide unique value to our customers. Add to that our combined industry expertise, we’re well-positioned to ensure our customers have the IT strategy and solutions to address their needs today and in the future.”

Denise Millard

Senior Vice President, Global Alliances, Dell Technologies

HCLTech provides an end-to-end roadmap for adopting AWS, starting from cloud consulting, in order to best serve our mutual customers.”

Chris Niederman

General Manager, Global Account Sales and Strategic Alliances, AWS

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28 HCLTech Annual Report 2022-23

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Artificial Intelligence

Our approach to AI and GenAI is driven by an engineering and innovation spirit. Our efforts are focused on harnessing its power to bring exponential innovation to our products, solutions and services. Our philosophy encompasses consulting, creating, embedding and integrating AI within silicon to infrastructure, applications, data and business processes.

With our engineering heritage, we’ve been involved in co-creating the AI technology stack for the last two decades. We’ve deployed at scale AI ops in our operations and engineering business for over a decade and have created those IPs to fuel the Intelligent Automation, which is the DRYiCE product line in HCLSoftware.

Our Solutions

AI Ecosystem

We continue to create partnerships and alliances on AI and GenAI to strengthen our offerings. We are infusing GenAI capabilities into our products and services using our enterprise-grade orchestration and prompt engineering platform. These products are creating GenAI capabilities with ecosystem partners including hyperscalers and industry leaders.

Infrastructure and Operations

We are delivering core infrastructure, intelligent operations and digital services to help businesses adopt AI and GenAI technologies including AI-enabled search, retrieval of critical data, knowledge summary, content translation and low-code platforms that enable enterprises to build GenAI applications without coding experience.

HCLSoftware Products

Applications, Data and Analytics

We build, test and scale intelligent enterprise-wide systems while helping to mitigate privacy and ethicsrelated challenges with governance that is lean, differential and AI-enabled. We apply the latest AI and ML technologies to improve your products, services and operations while enabling experimentation to discover new sources of value and deliver advanced insights to your decision-makers.

HCLSoftware, an independent software products division of HCLTech, is at the forefront of infusing and embedding AI and GenAI capabilities into its software products to deliver superior value to its customers across business cloud, hybrid data cloud, AppDev/compose cloud and intelligent automation cloud. HCLSoftware is also creating XaaS Solutions powered by GenAI to provide alternate outcome-based consumption models for customers and ecosystem business partners.

Systems and Product Engineering

We are developing and delivering AI-enabled systems and product engineering offerings spanning Computer Vision and NLP, GenAI, MLOps and trustworthy AI. We are driving innovation and accelerating project delivery for our customers with dedicated GenAI Labs equipped with DGX supercomputers and Nvidia JetsonTx2/Javier.

Corporate Overview 29

IT and Business Services (ITBS)

Through ITBS, we help global enterprises drive business transformation by providing a wide range of solutions in applications, infrastructure, digital process operations and next-generation digital transformations.

75+ of Fortune 200

$500B+

Addressable market

Leadership in cloud transformation
Pioneering in integrating and transforming application and infrastructure services
‘Differentiated Challenger’ in apps and data modernization
Participation in chosen areas of digital process operations

₹74,015 Cr

FY23 revenue

15.6%

FY23 growth in constant currency (YoY)

Building the Resilient Digital Enterprise

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Machines Employees Clients Partners
Digital Operations
Autonomics and unified service management
Integrated IT Operations | Security Operations | Process Operations
Digital Business
Digital Consulting | Applications and Platforms | Data and Analytics | IoT
Digital Foundation
Hybrid Cloud | Digital Workplace | Networks | Cybersecurity and GRC
AI Experience Cloud Talent
Telcos
Startups
Industry forums
Tech OEMs
Industry forums
Hyperscalers
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HCLTech Annual Report 2022-23

Digital Business Services

Digital Business Services enables enterprises to adopt new technology architectures, reimagine ways of working and use data and analytics to achieve operational excellence and fundamental business transformation.

What differentiates us

Experience in complex journeys of business and IT operating model transformation by scaling agile delivery and organizational change management
Unique strength in integrating and transforming application and cloud services
Value chain transformations through application and data modernization, cloud adoption, analytical insights and AI, with a focus on customer and business experiences
Strong 360� relationships with our ecosystem partners such as Salesforce, Snowflake, SAP, Microsoft, AWS, Google (GCP) and others
Global scaling capability of digital talent

Our digital business, provides industry-specific technology solutions to transform clients’ value chain through the use of technology. We carry out our services via three main focus areas:

Consulting Services

Experience and technology strategy and design to develop innovative solutions that serve the unmet needs of clients, employees and users
Business process re-design/optimization that allows customers to reimagine their enterprise value chains
Agile delivery transformation through operating model change
Organizational agility to orchestrate effective change management within the enterprise

Application Modernization Services to help customers architect and modernize their applications and platforms via composable architectures, micro-services services and cloud-based application consumption.

Data and Analytics Services to modernize and/or build new data platforms, build scalable data architecture with robust data governance and drive actionable insights through machine learning and artificial intelligence.

Our services focus on the following main industry segments: Financial Services, Life Sciences and Healthcare, Manufacturing, Retail, Telecom, Media and Entertainment, Technology and Public Services.

Industry-specific Value Chain Transformation: Customers focused on supply chain transformation, omnichannel modernization and transforming customer experiences across business-to-business (B2B), business-to-consumer (B2C) and business-to-business-to-consumer (B2B2C) interfaces.

Operating Model Change: The trend of customers moving from project-based to agile-product-oriented organizations continued in FY23 with customers also moving toward cost efficiencies through vendor consolidation.

Technology Modernization: Customers continued to leverage our services in adopting SaaS solutions and adopting cloud ecosystems. Notably, our enterprise package/SaaS and cloud eco-system business grew strongly in the Salesforce, SAP, Oracle, Workday and the Azure, AWS, GCP and IBM ecosystems.

From an industry perspective, the telecom, manufacturing and hi-tech sectors delivered particularly strong growth while North America and Europe regions continued to lead the growth from a global perspective.

This year, our ESG proposition saw wide acceptance with large enterprises, from integrating ESG practices into supply chains to focusing on green IT and reducing carbon footprint. We implemented an industry-leading ESG platform for a large F100 aerospace company to help with global compliance. Similarly, for a leading European customer, we worked on a smart energy solution to help with carbon footprint reduction.

Our development of nearshore execution capability expanded in FY23, especially in Eastern Europe and Latin America, and will continue to grow robustly in 2024 through additional local and nearshore delivery hubs.

We continue to have a robust partner ecosystem and added 10 new partners this year. We are now one of the largest Snowflake partners. We continue to hold toptier partnership status with Adobe, Snowflake, Tibco and Alteryx as well as the highest level of partnership tier with Salesforce this year.

In FY23, Digital Business delivered a robust 18% growth. Our bookings were stronger than the prior year. With the global macro-conditions, we did see a gradual slowdown and delay in discretionary spend toward the second half of the year. However, with our strong booking trend and the wider customer shift to vendor consolidation deals driven by cost optimization, we remain buoyant about growth for FY24.

In FY23, we continued to see strong growth in the following areas:

Corporate Overview 31

Client Perspectives

HCLTech is a partner of choice for NatWest for leading digital transformation initiatives. We partnered with HCLTech to drive forward NatWest’s strategy of becoming a relationship bank for the digital world, and to support us in the delivery of our retail banking digital customer journeys. HCLTech has been instrumental in bringing in strong technical competence to accelerate the progress of our strategic digital propositions and has delivered immense value to our customers and wider stakeholders through successful deliveries within the EveryDay Banking domain.”

HCLTech enabled Pentagon Federal Credit Union’s digital transformation journey by creating an end-to-end digital platform and driving business growth.”

Shashi Vohra

Senior EVP & President, Affiliated Businesses, Pentagon Federal Credit Union

Shalini Arora

Director, Everyday Banking, NatWest Group

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The engagement with HCLTech has helped us to launch a transformation from a project model to a product model using agile methodology. Through this initiative, we are delivering greater value to our business stakeholders through a closer alignment and more rapid delivery of technology solutions to business challenges.”

Bill Pomerleau

Director, IT Vendor Management, Land O’Lakes Inc.

It’s been a pleasant experience being at the HCLTech Noida innovation lab. The energy, ideas, people and the conversation have been eye-opening. Very happy to know how much HCLTech is investing in innovation. Pearson VUE takes pride in innovation, and it’s wonderful to know the potential of future together as partner.”

Farzana Ashraf

Senior Vice President, Product & Technology, Pearson VUE

We continue to see HCLTech show up as a strong strategic partner as we push for digital transformation and growth across our utility. Love how they continue to build their bench in ways to supplement our work across critical customer areas, with velocity so that we can quickly deliver value for our customers.”

Ryan Ogilvie

Division Chief Information Officer, Portland General Electric

32 HCLTech Annual Report 2022-23

Analyst Perspectives

IDC MarketScape: Worldwide Adobe Experience Cloud Professional Services Vendor Assessment

HCLTech has a number of key intellectual property assets to help its clients drive value from Adobe technology, including Advantage Suite with Advantage Experience that helps clients accelerate their Adobe Experience Cloud transformation journey; Industry Playbooks and Process enablement toolkits for multiple industries; FENIX 2.0, an industry-aligned execution framework that helps organizations rewire their core DNA to realize digital transformation objectives; Nexus Consulting, a framework for human-centered approach for end-to-end customer experience transformation that helps client from strategy through execution with focus on business outcomes.”

Douglas Hayward Research Director, IDC

ISG Provider Lens[TM] Oracle Ecosystem U.S. Region

HCLTech’s consulting services offer business insights, with the company’s industry experience. Its implementation services help adopt, accelerate and gauge Oracle Cloud journey. Its Service-oriented Oracle support ensures resiliency, reliability and predictability.”

Arun Kumar Singh

Senior Manager & Principal Analyst, ISG

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Partner Perspective

IDC MarketScape: Worldwide Manufacturing Intelligence Transformation Strategic Consulting 2023

HCLTech provides intelligence transformation strategic consulting services across the manufacturing value chains, including projects supporting product design/innovation, customer relationship management, supply chain planning and execution, enterprise quality management, plant/ operational performance, asset performance management and field service.”

Reid Paquin

Research Director, IDC

As enterprises increasingly compete on customer experience, our Platinum partnership with HCLTech plays a key role in accelerating digital transformation for our clients. HCLTech’s Ad\vantage Experience platform uses AI and ML to enable clients to realize the value of Adobe Experience quickly at scale, helping them gain a competitive edge.”

Justin Merickel

Vice President, Business Development, Adobe

Corporate Overview 33

Digital Foundation

Digital Foundation forms the backbone of digital transformation journeys, offering core infrastructure services and next-generation digital solutions. We have 500+ active customers spanning various industries and serve as a trusted advisor and partner to 40% of G100 companies, helping them manage and transform their large and complex environments.

Differentiators

Trusted advisor and partner for managing and transforming large and complex environments
Market leadership in UX-based service delivery to end users
Forefront of evolving talent needs
AI, ML and hyper automation–led service delivery at scale

Key Wins

A leading toy manufacturer selected us to drive transformation across global technology landscape cutting across applications, infrastructure and information security domains and move it to a product IT operating model.
A healthcare services company selected us to build and run a hospital-aligned clinical service desk for physicians and support staff.
A global leader in health, nutrition and bioscience selected us to transition to a product-based IT operating model, underpinned by a cloud-first strategy and next-generation security practices.
A leading provider of auto, home and commercial insurance has selected us to reimagine their IT service desk and infrastructure operations.

Outlook in the Medium Term

Despite market forces, we see strong customer demand as IT services spending is projected to rise by 5.5% in 2023. Traditional segments seek automation and cost reduction, while growth segments such as cloud, employee experience and cybersecurity offer scaling opportunities. With accelerated growth in existing clients, we aim to capture 95% of all Digital Foundation spend and anticipate a $100 billion renewal opportunity. Our partnerships with hyperscalers fuel our 2X market CAGR growth across cloud services. We have invested in new frontier geographies and anticipate accelerated growth across these areas.

Digital Foundation Business Strategy

We are driving various short-term and medium-term strategic initiatives to propel business growth:

1 Value Generation for Clients

We are committed to bringing together the best of technology and our people to supercharge progress. We measure value delivered to clients annually through systematic programs. During FY23 we clocked $2 billion in value generated for clients.

Evolving Business Mix

We are committed to growth across services such as cloud, employee experience, nextGen networks and cybersecurity.

Taking Thoughtful Big Bets

We’re making investments in state-of-the-art innovation labs and regional delivery centers and are also evaluating multiple inorganic options that provide us access to capability and geography play.

4 New Frontier Expansion

We have taken a strategic decision to invest in new frontier geographies and we’re anticipating accelerated growth across them.

Strong Partnership with OEMs and Hyperscalers

Partnerships are fueling our growth by 2X of market CAGR in cloud services. We are also a managed services and professional services provider for leading OEMs.

Investing into our Future Talent Pool

We are investing in future talent pool and have identified various skill sets which can help us grow in the long term.

34 HCLTech Annual Report 2022-23

Analyst Recognitions

Leading analysts have consistently rated us as the leader across all Digital Foundation towers.

We are the only services provider to be rated as leader in all Gartner Magic Quadrants for Digital Foundation.
In the public cloud IT transformation, we are the only Indian heritage service provider to be recognized as a leader for two consecutive years.
We have been rated as a leader in the Gartner® Magic Quadrant 2022 for Public Cloud IT Transformation Services, Outsourced Digital Workplace Services and Managed Mobility, Managed Network Services, DC Outsourcing and Hybrid Infrastructure Managed Services.

Analyst Perspectives

ISG Provider Lens™ Public Cloud Solutions and Services 2022 – Global – Multicloud FinOps Platforms

HCLTech is one of the very few service providers that has a dedicated FinOps platform offering through which it has helped several enterprises to reduce their cloud bills significantly.”

Shashank Rajmane

Principal Analyst, ISG

ISG Provider Lens™ ServiceNow Ecosystem Partners 2023 – US Region

HCLTech has strong capabilities and resources and coinnovates with ServiceNow to deliver industryspecific value propositions.”

Dr. Tapati Bandopadhyay

Lead Analyst, ISG

Everest Group PEAK Matrix® for IT Security Service Provider 2022 – North America

HCLTech’s investments in augmenting its cybersecurity consulting services under its Fortius brand and expansion of Cybersecurity Fusion Centers (CSFC) to new geographies have resonated well with enterprise buyers. Clients have appreciated HCLTech’s domain knowledge and its ability to contextualize services based on client requirements.”

Kumar Avijit

Practice Director, Everest Group

Client Perspectives

Having productive and happy employees means we continue to delight our customers. Therefore, we must proactively maintain and manage our digital workplace environment. Working with HCLTech will enable us to leverage the true power of intelligent automation to drive growth and enhance employee experience.”

Punit Jain

Chief Technology Officer, AMEA, Global Digital Workplace Lead, Mondelēz International

Everest Group’s Digital Workplace Services PEAK Matrix® Assessment 2022-North America & EU

HCLTech’s focus on employee experience management, XLA-embedded pricing constructs, verticalized solution portfolio, and strategic partnerships with established as well as niche vendors to diversify its digital workplace portfolio have contributed to its position as a leader, have also appreciated HCLTech focus and investments in employeecentric solutions and its overall client management capabilities.”

Udit Singh

Practice Director, Everest Group

We were extremely selective about our preferred digital transformation partner and HCLTech, with its proven track record in delivering flexible and resilient IT systems, fits the bill. We have been impressed by the pace and scale of its delivery and are looking forward to cooperating with HCLTech.”

Oliver Neubrand

Chief Financial Officer, Heubach Group

Corporate Overview 35

Digital Process Operations

Digital Process Operations (DPO) helps clients adapt to the digital age by combining HCLTech’s process domain expertise, engineering capabilities and diverse software and technology stack.

DPO is uniquely positioned to capitalize on the changing business dynamics and new growth horizons. HCLTech’s DPO is a next generation global business operations unit that thrives on helping enterprises reimagine their business for the digital age. Our integrated ‘Technologyled Digital Operations’ model reimagines client’s operations across three broad digital stacks around digital workforce, digital process and digital technology. These stacks determine the velocity and magnitude of business success an organization achieves.

Digital Workforce

The digitalCOLLEAGUE is HCLTech’s domainintensive, role-based, single-UI platform, which works in collaboration with the human workforce. The digitalCOLLEAGUE (dC) platform, powered by emerging transformation technologies, collaborates with humans to create a truly Digital Workforce. This human-machine collaboration enhances business operations, improving top line growth, cost efficiency, customer satisfaction and return on asset investment.

Digital Process

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DPO deploys its ReOPS framework to drive transformation and business processes. This framework enables the identification, simplification, standardization and automation of processes through a data-driven approach. With its proprietary 3-lever BPM approach and AI-powered tools, it helps enterprises create digital target operating models and leverage comprehensive process blueprints for effective process discovery and orchestration.

Digital Technology

DPO leverages the Enterprise Function as-aService (EFaaS) model to provide on-cloud solutions for organizations seeking cost reduction through business process optimization, application platform standardization/modernization and utility-based models. With EFaaS, we implement top technologies, deliver operational services and ensure integrated SLAs in a flexible cost model.

HCLTech DPO serves over 100 clients across industries, including many Fortune 500/Global 2000 organizations. With state-of-the-art delivery centers across India, Europe, Ireland, Latin America, the Philippines, the U.S. and the UK,

the unit leverages its Integrated Global Delivery Model (IGDM) to provide clients with best-in-class services.

Last year, DPO signed multi-million-dollar transformation deals with some of the biggest brands across industries. In one such engagement, it set up a large digital shared services hub for a leading independent software vendor (ISV) major, providing them with global cloud sales and support services. Besides new clients, DPO successfully renewed and expanded its relationship with existing clients, providing them with transformation-led digital services across front, middle and back-office functions.

Building on this spectacular growth over the years, our strategy and vision for FY23 and beyond will focus on multiple critical areas:

Develop differentiated verticalized value propositions through strategic investments in IPs, CoEs and leveraging partner ecosystems to offer superior client value–i360 order-to-cash offering for manufacturing and oil & gas verticals backed by large-scale implementation in one of the Fortune 10 oil & gas company and a digital and print manufacturing leader.
digitalCOLLEAGUE offering – we continue to invest in new technologies like AI, data analytics, cloud and platform-based services. A significant part of this investment would also focus on training our employees on these new technologies.
Continue creating custom target operating models and engagement constructs driving the right balance of control, cost, flexibility and risk. DPO has executed varied engagement constructs, including joint venture, carveout, build-operate-transfer, assisted captive, hybrid, pure-play third-party outsourcing and co-sourcing models, in vested contracts for higher skin in the game to deliver financial and business outcomes.

Analyst Recognitions

All our efforts are getting recognized by the global analyst and advisor community as we gain significant industry mindshare vis-à-vis competition. We have been ranked as leaders across our chosen areas of play:

Leader in ISG Provider Lens™ Finance & Accounting Outsourcing Services 2022
Leader in ISG Provider Lens™ Quadrant study on Procurement BPO and Transformation Services, 2022
Leader in Avasant Intelligent Document Processing Platforms 2022 RadarView™
Leader in Everest Group’s Artificial Intelligence (AI) Services PEAK Matrix® Assessment 2022

36 HCLTech Annual Report 2022-23

Analyst Perspectives

HCLTech’s focus and continuous improvement in building an expanded FAO portfolio have positioned it as a leader in four of the most critical pillars of finance and accounting. Further, HCLTech has extensively leveraged its domain knowledge to build a digitally enhanced FAO portfolio, including modular solutions with in-built automation such as digitalCOLLEAGUE.”

Namratha Dharshan

Chief Business Leader, ISG India Research

HCLTech has made substantial and very effective investments in technologies, tools, partnerships, delivery, and support that advance it as a leader in procurement BPO and transformation for large enterprises and midmarket firms alike.”

Bruce Guptill Executive Advisor, Global, ISG

In the past 12 months, demand for intelligent document processing (IDP) platforms has accelerated in order to facilitate straight-through processing of complex data types and achieve higher data processing accuracy. HCLTech is meeting this enterprise need through a patented intelligent character recognition engine that can detect complex data such as barcodes, signatures and stamps. It is filing more patents to enhance its artificial intelligence and machine learning capabilities for handwriting detection, forgery and tampering with checks. It augments these capabilities through its proprietary IDP platform, EXACTO™, which can extract and classify data from more than 16 languages and detect over 35 file types.

HCLTech is a prominent player in IDP because of its focus on delivering experiential services through its Startup Ecosystem Innovation Platform & Program and its expansion in financial and manufacturing sectors through industryspecific use cases. These features have made it a leader in Avasant’s Intelligent Document Processing Platforms 2022 RadarView.”

Chandrika Dutt Research Leader, Avasant

EdTech Business Services

During the year, we launched EdTech Business Services to power enterprise talent acquisition and mobility. Leveraging our 46+ years of experience, our primary objective is to assist governments, enterprises and educational institutions in establishing technology and talent skill academies through our Career Shaper Learning and Assessment Platforms.

The services catalog include end-to-end solutions to scale talent with predictability, and we support this objective by providing assessment centers, talent academy, talent transformation programs, EquITy Center of Excellence and advisory services.

The platforms encompass a suite of solutions for digital, cybersecurity, engineering, cloud and data science with customisable Now and Next™ learning programs based on talent cohorts. Built on SkillMesh™ framework, the assessments platform supports enterprises to standardize hiring, measure skills gaps to provide insights on core and adjacency skills of candidates.

Business Strategy

With multiple platforms available in the market, our strategy is to support clients to acquire and retain talent through competency-based skilling and hiring. While most service providers focus on disseminating learning, our platform has been built to help learners acquire competencies for the next job level.

The business expansion strategy is to focus on HCLTech’s clients by leveraging our global sales network, while also reaching out to new clients and channel partners.

Key Highlights

In the first year of operations, we have been able to win mandates from several Fortune 500 companies across industry verticals that include engineering, gaming, publishing, BFSI, healthcare and talent advisory solutions. We have also signed channel partnerships with Wall Street English, a global English language learning academy, and The University of Melbourne. We have been able to participate in the localization vision of a few governments, skilling sectorial councils and large organizations to shape their ideas on talent transformation.

Outlook for FY24

We will continue the momentum through global sales networks to establish connections with local government and educational institutions to skill talent with scale and predictability. We will also prioritize onboarding new G2000 customers and becoming their preferred partner for talent acquisition and learning.

Corporate Overview 37

Engineering and R&D Services (ERS)

This business segment spans the entire spectrum of digital engineering solutions across new product development, network engineering, collaboration services, software product engineering, data engineering, connected experiences and platform-as-a-service.

ERS offers a comprehensive range of product and platform engineering services to help G2000 enterprises accelerate time-to-market and time-to-monetization, and stay ahead of their competition. In addition, our portfolio of services under manufacturing operations, helps enterprises improve their manufacturing throughput. With expertise in both traditional and digital engineering, coupled with investments in emerging technologies, we are uniquely positioned to meet evolving needs of our customers.

Geo Expansion

U.S. is our largest market but we are seeing growing demand for our services in geographies such as Europe and Japan. We are investing heavily in these geographies to capitalize on the larger market opportunity. In addition, given our focus on semiconductor industry, and Japan as a market, Taiwan and South Korea also become important geographies for us. Lastly, India as a market is gaining momentum, especially with increasing importance of global capability centers (GCCs).

Differentiators

101 of the top 250 global engineering R&D spenders
Top global player for decades
Product engineering heritage
Strong traditional and digital engineering capabilities
Unique propositions for asset-heavy industries
Market share expansion from a leadership position

Focus on High-growth Verticals

Looking at the market demand and growth projections, verticals such as software and internet, automotive and semiconductors are growing faster compared to other verticals. A lot of investments are happening to leverage emerging technologies like AI, metaverse, blockchain, cloud computing etc. to create phenomenal consumer experiences. Increasing electronics and semiconductor content as a part of the product, across verticals are driving ER&D spend. In addition, we are aiming to increase our share in verticals such as rail and energy and utility, where we see significant headroom for growth.

No. 1

Engineering services provider as per Everest Group’s 2022 PEAK Matrix® Provider of the Year awards for Engineering Services

400+

Enterprises trust us for engineering programs

2,200+

Patents driving innovation for clients

100+

Engineering labs accelerating time-to-market

$90B+

Addressable market

Digital Engineering

Our carefully crafted digital engineering offerings portfolio covers all foundational elements: cloud engineering, digital platforms, digital commerce, digital manufacturing, 5G engineering, data engineering and AI, SilicoNxt and silicon platform services. What sets us apart from competitors is our legacy of driving sustainable business impact through digital engineering with our unique combination of deep industry expertise and engineering excellence.

16.8%

FY23 growth in constant currency (YoY)

$2084.1M

Including Starschema FY23 revenue

38 HCLTech Annual Report 2022-23

Key Areas of Focus

Product Engineering

It brings the engineering rigor to scale complex new products and systems and help enterprises tap into the full potential of their product portfolio. Our product engineering services help clients:

Accelerate time-to-market and time-to-monetize of products and platforms.
Gain a competitive edge by taking advantage of innovation opportunities.
Streamline product development lifecycle operations.
Re-engineer products in terms of cost, features and performance.
Design, test, upgrade and scale next-generation products and systems.
Maximize return-on-innovation at every stage of product design and development.

Digital Engineering

We help enterprises reimagine their businesses for the digital era and augment business value through the following:

Accelerate digital transformation and business resilience.
Outline a digital roadmap and roll out your digital strategy.
Build, run and maintain secure and highly scalable platforms.
Facilitate adoption of new technologies and emerging areas.
Rethink digital products and services and adopt collaborative digitized engineering processes.
Generate new revenue streams by monetizing existing assets and creating new ones.

Operational Technologies

This segment plays a crucial role in ensuring manufacturing resilience and allowing organizations to evolve beyond the efficiency benefits associated with digital. Our OT services help clients:

Unlock business potential with engineering technologies that link production processes with real-time internal and external ecosystem data.
Improve production processes and supply chain productivity with scalable cyber-physical systems.
Effectively translate design intent from the virtual world to the manufacturing floor.
Simulate and optimize complex manufacturing processes.
Handle variance and volume by compressing time and increasing production agility through concurrent engineering.

As forward-facing enterprises reimagine businesses for the digital age, HCLTech is helping them supercharge engineering of the future. We are accelerating non-linear value creation for global enterprises by helping integrate digital technology-led innovations across the entire product value chain. We help our clients build new or reengineer existing products, services, engineering processes and manufacturing operations with digital technologies. Our end-to-end capabilities, combined with our deep vertical expertise and engineering excellence, make us a one-stop partner for enterprises across industries. Over the years, HCLTech has been recognized as a leader in Digital Engineering services by multiple industry analysts including Everest, Zinnov and Gartner. What sets us apart from competitors is our legacy of driving sustainable business impact through digital engineering with our unique ability to bring in best practices from adjacent industries. This is why we don’t just help enterprises achieve efficiency but enable growth also by helping them launch innovative products, become platform-ready and create phenomenal experiences for all stakeholders with Total Experience (CX, EX, UX, MX).

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Corporate Overview

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Analyst Perspectives

HCLTech has retained its position as a Leader in Everest Group’s Software Product Engineering Services PEAK Matrix® Assessment 2023

A balanced focus across ISVs and enterprises, and coverage of all key markets have helped the company maintain its growth trajectory. HCLTech continues to invest in CoEs, IP and partnerships across cloud engineering, automation, DevOps, UI/UX, etc., while also tapping into synergies with its products and platforms business. Acknowledging the importance of having relevant talent across shores, HCLTech is proactively investing in upskilling initiatives and enhancing its nearshore delivery presence. Clients have particularly appreciated HCLTech’ s project management, leadership access and openness to engaging in emerging commercial constructs.”

HCLTech Is Recognized As A Leader In Zinnov Zones For Engineering R&D Services 2022

HCLTech’s transformational framework, Industry NeXT, is helping it develop a unique digitally-powered cognitive ecosystem for its clients. The firm’s strong engineering legacy has enabled it to win large deals across Platform Engineering, Cloud Engineering, Digital Manufacturing, Silicon Platform Solutions, Data Engineering & AI and 5G Services & Solutions. This coupled with its continued investments in modern technologies, focused acquisitions, IP development, strategic partnerships, and infrastructure has helped it enjoy its leadership position in the 2022 Zinnov Zones ER&D Services Ratings.”

Sidhant Rastogi

Managing Partner and Global Head, Zinnov

Mayank Maria

Vice President, Everest Group

HCLTech Named Leader In Everest Group’s Digital Twin Services PEAK Matrix® Assessment 2022

HCLTech is helping enterprises dive into the benefits of Digital Twin by offering a strong set of Digital Twin capabilities with its partnership focus across established vendors and specialist players. It also executes strong domain knowledge that helps clients overcome use casespecific challenges to Digital Twin adoption.

Alisha Mittal

HCLTech Positioned as a Leader in IDC MarketScape Worldwide Manufacturing PLM Systems Integrator and BPO Services Vendor Assessment 2022

After a thorough evaluation of HCLTech’ s strategies and capabilities, IDC has positioned the company in the Leaders category. HCLTech continues to be one of the largest PLM systems integrators in the market, as measured by revenue, employees, industry experience and breadth of geographic coverage.

Vice President, Everest Group

40 HCLTech Annual Report 2022-23

IoT WoRKS™ and Industry NeXT

With IoT WoRKS[TM] solutions and capabilities, we help our customers transcend digital and operational silos to drive sustainable business transformation. Our portfolio of award-winning solutions focuses on transforming the asset value chain in a hyper-connected world.

Our marquee framework, Industry NeXT, is an industryagnostic transformation framework that helps enterprises move beyond Industry 4.0 and toward business models powered by cognitive ecosystems. Industry NeXT makes enterprises more adaptive, resilient and future-proof by expanding value deliverance across key business areas like IT/OT convergence, digital manufacturing, immersive experience, cognitive supply chain, sustainability and product-as-a-service. The framework is powered by new-age technologies like IoT, digital twin, cloud, augmented reality (AR), data platforms, hyperconnectivity, edge-computing, 5G and AI.

Our sustainability-focused solution, Net Zero Intelligent Operations (NIO), has won several accolades, including the Cisco Digital Sustainability Challenge Award 2022 for EMEA and the IoT Evolution Industrial IoT Product of the Year Award 2023. Our track and trace focused solution for consignment inventory management was recognized as the winner of the CPHI Pharma Award 2022 in the supply chain, logistics and distribution category and the IoT Breakthrough Award 2023 for the IoT Health & Wellness Innovation of the Year.

Our Dynamic Ecosystem of Connected Devices (DECoDe) solution helps manage, monitor, configure and troubleshoot multi-vendor and heterogeneous devices remotely from a consolidated dashboard. The Smart Integrated Operations (SIO) solution drives IT/OT convergence by successfully monitoring and managing product integration and support operations for smart assets through predictive and prescriptive insights.

Furthermore, to address the increased need for Industry NeXT and IoT adoption, we have set up the IoT COLLAB™. In this collaborative space, we co-create IoT-led solutions customized to our customer’s needs. We now have IoT COLLABs set up across the globe – London, Redmond, Riyadh and Noida – taking innovation closer to our customers.

Our TRANSCƏND[TM] framework helps us assess the desirability and feasibility of our customers’ transformation program in alignment with their technology, operational and business objectives and priorities, thus creating the foundation for an outcome-driven engagement.

IoT WoRKS continues to be rated as a Leader by leading analyst firms for our ground-breaking work. Powered by our award-winning solutions, IoT WoRKS capabilities have helped our customers across verticals supercharge progress by achieving ~15% operational cost reduction, ~10% growth in top line and 10-15% reduction in energy consumption.

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Corporate Overview 41

HCLSoftware

This business segment delivers modernized software products tailored to the specific technological and industry requirements of our global clients.

235+ of Global 500

$100B+

Addressable market

Digital Transformation
Data and Insights
AI and Intelligent Automation
Enterprise Security

2.1%

Revenue growth (Gross revenue in FY23 budget rates)

75+

HCLSoftware is dedicated to establishing a unique and prominent position as a leader in software products. We recognize that there are four crucial factors for achieving this success:

Software products

890+

Net new customers added

Product People Customers Partner

150+

Product releases (major+minor)

45+

Analyst recognitions

To this end, we have revitalized our approach to innovation by establishing a central innovation engine that addresses product innovation requirements across all portfolios. We strongly value partnerships and actively invest in advancing our go-to-market strategy. Our people are the backbone of our organization, and we prioritize their continuous growth and development through learning and development programs to stay at the forefront of technological advancements. Lastly, our customers are of utmost importance to us, and we have implemented initiatives to actively listen to their feedback and work toward their business success.

By adhering to this approach and upholding our core business values, we are confident that HCLSoftware will soon achieve a distinct leadership position in the software product landscape.

Analyst Recognitions

HCLSoftware won the Customer’s Choice award in Gartner Peer Insights ‘Voice of the Customer’: Application Security Testing
HCLSoftware Experience rated as No. 1 in B2E Experience in Gartner Critical Capabilities for Digital Experience Platforms
HCLSoftware rated as a Strong Performer in Forrester Wave: Enterprise Marketing Suites
HCLSoftware won the Customer’s Choice award in Gartner Peer Insights ‘Voice of the Customer’: Multichannel Marketing Hubs
HCLSoftware rated as a Strong Performer in Forrester Wave: Value Stream Management Solutions
HCLSoftware is a Leader in the IDC MarketScape: Worldwide UEM Software for Ruggedized/Internet of Things Device Deployments, Vendor Assessment, 2022 Document #US48325322

Gartner and Gartner Peer Insights are trademarks of Gartner, Inc. or its affiliates and are used here with permission. Gartner Peer Insights content consists of the opinions of individual end users based on their own experiences with the vendors listed on the platform, should not be construed as statements of fact, nor do they represent the views of Gartner or its affiliates. Gartner does not endorse any vendor, product or service depicted in its content nor makes any warranties, expressed or implied, with respect to this content, about its accuracy or completeness, including any warranties of merchantability or fitness for a particular purpose.

HCLTech Annual Report 2022-23

Cloud Strategy

HCLSoftware is guided on the basic principle of offering customer the choice of deployment to move to industry-oriented cloud.

Business Cloud

We provide industry-leading solutions that are designed to support the entire life-cycle from applications to endpoints.

Client Perspectives

HCLSoftware and GBM took time to really understand our fast-moving business and knew the best way to help us achieve our digital transformation goals with HCL DX.”

AI-Futtaim Group

8M+ apps on low code platform

Hybrid Data Cloud

Customers demand a data platform that is dependable, adaptable and simple to use. We deliver on that promise with our analytics database and cloud data platform.

Unified AppDev Cloud

From secure collaboration and automating core processes to creating omni-channel and contextual experiences, our solutions help companies transform digitally.

Intelligent Automation Cloud

Transforming and simplifying IT and business operations by leveraging AI and cloud.

Market Focus and Impact

There’s been a 3X boost in offer response rates thanks to enhanced targeting based on the customer behavior models we use. It only took us six months to get a return on our investment with Unica Interact.”

Ali Kazerani

Senior Manager, Marketing Strategy, Bank of Montreal

We had multiple workflows and management routines to run Vector on-premises. We had been a bit concerned about how long it would take to get them up and running on the Avalanche platform, but they pretty much worked right out of the box. The migration was completely invisible to our end users, and that was exactly what we hoped.”

Andrew White

Digital Transformation

Executive Vice President of Solution Engineering, PredictX

Up to nine times faster and 16 times cheaper than other solutions
A marketing message touches a third of the earth’s population daily

Enterprise Security

100M+ endpoints managed and security daily

Data and Analytics

We deliver an analytics database and cloud data platform that is dependable, adaptable and simple to use.

Leveraging HCLSoftware, we are accelerating our journey in order to innovate our digital landscape and our business processes.”

Silvia Gabrielli

Chief Data & Innovation Officer, Ferrari

Business Impact

2M+ monthly conversational Al interactions
1M+ server on AlOps

Corporate Overview 43

Supercharging Progress for our People

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44 HCLTech Annual Report 2022-23

Unlocking People Potential

Our 225,000+ people are our biggest strength and help us create differentiation in the market through their passion and commitment. We are focused on being an employer of choice for the best talent and providing them with great, inclusive workplace experiences and opportunities to learn and grow.

HCLTech’s Employee Value Proposition: Find Your Spark

We are a leading global technology company, yet we remain rooted in the startup mindset that propelled us to success. Our unwavering commitment to ideas and innovation have been the driving force behind our exciting growth journey. We firmly believe that every remarkable achievement begins with a single spark of inspiration.

We strive to help our people find their spark to realize their full potential and discover fulfilling careers. We recognize that by prioritizing our people’s well-being, we enable them to deliver exceptional results for our clients.

Pillars of Find your Spark:

Embracing next-gen work environment and culture
Creating enriching job experiences
Delivering employment our people can trust in
Elevating employee experience: inspiring DEI, driving CSR and championing ESG engagement

225,944

Employees

60

Countries

161

Nationalities

29.2%

Women employees

Rated Top Employer

in 25 countries; ranked No. 1 in 18 countries

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Corporate Overview 45

Pillars of Find Your Spark

Embracing Next-Gen Work Environment and Culture

Gen Z Focus

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Learning opportunities at all levels

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Hybrid operating model

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Flexibility to pivot industry or role when ready

Creating Enriching Job Experiences

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We provide industryleading work assignment, often the first-of-its-kind with the world’s best brands

We democratize learning by moving from role-based to skill-based learning

Focus on next-gen capabilities

We offer learning opportunities across the full spectrum of digital, engineering, cloud and AI

Delivering Employment that Fuels Confidence

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Global scale you can rely on

Fast-growing large tech company

Expansion to Frequently recognized New Vistas and as Top Employer nearshore regions

Providing Exciting Employee Experience: Inspiring DEI, Driving CSR and Championing ESG Engagement

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Global culture

Ideapreneurship— the Diverse and ingrained belief that inclusive work anyone, no matter at environment with what level, can give, industry-leading execute and scale DEI programs ‘value-creating’ ideas

Recognition programs to keep the employee spark alive

Immense focus on ESG/CSR to weave in employee’s worklife integration

46 HCLTech Annual Report 2022-23

Embracing Next-Gen Work Environment and Culture

We understand the unique needs of the Gen Z workforce and have tailored our approach to provide an environment where they can thrive and grow.

Through our TechBee program, we engage with the next generation early and provide them with core technology skills on the job and a platform to continue with their education, in the process we gain valuable insights to transform our policies, practices and programs to cater to their expectations.

The Apprenticeship program in the areas of business analysis, new-age technologies, finance, HR, marketing and project management for high school graduates has been recognized as a ground-breaking initiative by leading analyst firm Technology Business Research (TBR).

HCLTech’s people-centric culture fosters productivity and performance in hybrid work environments. We actively listen to our employees through benchmarked surveys and sentiment analysis.

As part of our commitment to inclusivity and flexibility, we provide a work environment and benefits that accommodate every individual’s needs. This approach empowers our people to work on their terms while maintaining a healthy work-life balance.

We believe in nurturing talent, embracing emerging work trends and creating a culture that enables every individual to excel and succeed. By fostering a next-gen work environment, we ensure that our people have the opportunities and support they need to thrive in their careers.

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The first batch of TechBees from India upon completing graduation from SASTRA Deemed University, one of the TechBee
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Corporate Overview 47

Employee Perspectives

Creating Enriching Job Experiences

Coming out of the university and joining a corporate job can sometimes be a little anxiety-inducing when you are not sure how your theoretical knowledge will be tested in applied aspects. But HCLTech was there the whole way, ensuring that I was ready and able to perform well at my position, providing one-on-one mentorship in my role and making sure that I understand the technology stacks that I am getting my hands on. It allows me to feel confident in the work I am doing.”

John Stegmaier

Junior Software Developer, HCLTech Canada

TechBee has been a life-changing opportunity for me. This program helped me start my career and brought a positive outlook to my life. The exposure I gained working on global projects has enhanced my skills and knowledge and will serve me well in future.”

Lakshmi Mantri

TechBee Scholar, Andhra Pradesh, HCLTech India

We believe that empowering our people with the right skills and experiences is essential for their professional fulfillment and our collective success. Our clients are accelerating the adoption of disruptive and nextgen technologies. To stay ahead in a rapidly evolving technology landscape, we are embracing skill-based talent management and democratizing access to knowledge.

Moving away from role-based learning, we focus on developing next-gen capabilities and talent across a wide spectrum of digital, engineering, cloud and AI technologies. Our learning frameworks embrace the latest technological advancements, from GenAI to ESG-driven technology solutions and 5G/6G applications.

By aligning our recruitment, recognition, progression, reward, learning, performance and staffing processes with skills, we ensure that our workforce is equipped to meet the dynamic demands of our clients. This shift to skill-based learning has also positively impacted internal fulfillment and talent mobility. Over 15% of the demand for key skills is now fulfilled through upskilling .

We are also working to gamify the learning process that will start with employee self-enrollment based on their interest and subsequent deployment in their chosen area. This is another way of giving choice and control to our employees for their upskilling.

HCLTech celebrated 14 years in Mexico with the opening of a new technology center in the country. Key government dignitaries graced the occasion.

48 HCLTech Annual Report 2022-23

Industry Recognitions

Leader Speak

The Gen Z talent characteristics have driven changes to two important parts of our approach to talent management—and to our culture overall—in the last several months. First, we’ve redefined skilling as interests led by employee aspirations rather than business or customer requirements. Second, we’ve created a rules-based internal talent marketplace, where employees get to choose their next role and the type of projects they want to work on, based on their overall career progression and ambition.”

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Ramachandran Sundararajan

Chief People Officer, HCLTech (In a panel discussion with Fast Company)

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70,266

Employees trained in digital skills

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151,882

Employees trained in core skills

24,000

Employees benefitted from behavioral and leadership skill development courses

9.4M

Overall person-hours invested in trainings in first three quarters

Named a Leader in Talent Readiness and Digital Talent Capability in 2022 by the Everest Group and Avasant RadarView
HCLTech’s STAR Team (School of Talent Advancement and Reskilling) won four awards at the Times Ascent Asia Pacific HRM Congress in Bengaluru, India. STAR drives several Learning and development initiatives for Engineering and R&D Services employees.
Recognized by Wake Tech as Work-Based Learning (WBL) Employer of the Year

Employee Perspective

Throughout my 15-year-long career at HCLTech, I was given the opportunity to learn, unlearn and relearn a lot of new technologies that not only helped me grow, but also helped me be at the cutting-edge of technology, delivering great products for our customers.”

Gopal A

Engineering and R&D Services, HCLTech India

Delivering Employment That Fuels Confidence

At HCLTech, we provide our people with work opportunities they can trust, ensuring their growth, development and empowerment.

We have established a global presence that our employees can depend on. With our expansive reach and expertise, we deliver innovative solutions and opportunities across the globe.

New Vistas and Nearshore Initiatives

Through our New Vistas and nearshore initiatives, we not only meet growing market demand for our services, but also leverage the thriving ecosystems that these locations offer. By integrating local talent, we foster a diverse and inclusive workforce. Our industry-leading localization efforts further strengthen our engagement models, ensuring the success and satisfaction of our employees.

Corporate Overview 49

Major nearshore operations – Romania, Mexico, Sri Lanka, Philippines, Canada, Guatemala, Poland and Brazil.

Recent nearshore operations - Costa Rica, Morocco, Hungary, Spain, Portugal, Lithuania, Czech Republic.

New Vistas India - Our New Vistas locations in India (Madurai, Lucknow, Vijayawada and Nagpur) have not only scaled in size but also diversified to represent delivery operations of all our service lines.

17,067

Net addition in FY23

8.2%

Headcount growth in FY23

26,734

Freshers added in FY23

19.5%

Attrition rate in FY23, down from 21.92% in FY22

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Employee Perspectives

I have transitioned from research project management to technology administration and now to a support operations lead. More than a company, HCLTech is my constant school and community!”

Roberta Preussler dos Santos

Track Lead, HCLTech Brazil

20

Nearshore locations across the globe

23,478

Headcount in nearshore countries

13%

Share of New Vistas workforce representing India headcount

My experience since I started working for HCLTech more than a year ago has been nothing short of extraordinary. I have been able to succeed and learn in a multi-cultural team, interacting on a regular basis with people from various Geos. Thanks to the cooperative and diverse set of co-workers who motivate me every day, I have had the chance to greatly improve my abilities and knowledge. Additionally, HCLTech’s emphasis on work-life balance has given me the freedom to pursue personal interests while performing at the highest level in my position.”

Paul Colcea

Program Manager, Digital & Analytics, HCLTech Romania

50 HCLTech Annual Report 2022-23

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HCLTech employees and clients took part in a cricket
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Industry Recognitions

Recognized as a Global Top Employer 2023
Recognized as Top Employer in 25 countries, out of which we were ranked No. 1 employer in 18 countries, by the Top Employers’ Institute
Certified as a Great Place to Work in the U.S.
Named an Arogya World 2022 Healthy Workplace by Arogya World - a U.S.-based global nonprofit organization working for the prevention of noncommunicable diseases through health education and lifestyle changes

Employee Experience

The following initiatives strive to empower our employees, foster excellence at all levels and create an environment where everyone can thrive and grow:

Inspiring managerial excellence

Through 360-degree assessments across all levels, employees have the opportunity to share their “wow” moments enabled by their managers on our internal social network, inspiring managerial excellence.

Managerial badges

We convert the feedback received from employees into “badges” earned by managers, recognizing and showcasing their exemplary behavior.

Data-driven insights

We provide business leaders with dashboards that offer employee feedback, sentiment analysis and listening tools.

We are refreshing our technology, processes and policies to center them around employee experience. This includes intuitive user interfaces, process designs that prioritize employee experience, the adoption of cutting-edge technologies and the utilization of analytics and data science to drive insights and improvements.

We are also reimagining the entire onboarding process to improve the experience for new employees. By streamlining the journey from the offer stage to their first day at HCLTech, we ensure a seamless and engaging transition for our new hiers into our organization.

Corporate Overview 51

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HCLTech Brazil employees collaborating on a business project.
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Providing Exciting Employee Experience: Inspiring DEI, Driving CSR and Championing ESG Engagement

Diversity, Equity and Inclusion (DEI)

Our robust DEI strategy is carefully crafted to ensure that every employee feels included, valued and respected, recognizing the importance of seeing our employees as individuals, fostering a climate free of bias, promoting equity and embracing the unique perspectives and backgrounds of everyone.

To bring our DEI charter to life across the globe, we have established employee resource groups, multicultural groups and a diversity council. Our focus on diversity and inclusion extends to various dimensions, including people of color, women, LGBTQIA+ individuals, people with disabilities (PWD), neurodiversity and mental health.

DEI is deeply ingrained in our business values, influencing not only our hiring strategy but also our talent statistics.

Four out of five employees in the major geographies we operate in are local hires
Gender diversity improved to 29.2% during FY23
Gender diversity at senior leadership level (E6+) has grown by 24% in the past five years
A diverse board, with more than 30% women directors
Headcount of people with disabilities has increased by 9%
Founding member of World Economic Forum’s (WEF) Global Parity Alliance on DE&I
Joined a cohort of the largest and most progressive companies in the world to pledge the CEO Action for Diversity & Inclusion
Campaigns to welcome LGBTQIA+ talent into the organization
49% of female students in total campus hiring mix
HCLTech offers a returnship program to women, military veterans and all eligible candidates who wish to return to corporate life after a long career break
Momtastic Program resulted in 98.7% of women returning to work post maternity
10,000+ different technical and behavioral trainings offered to employees
Programs such as ASCEND, Steppingstones, DECODE, Senior Hire Integration Program for women employees
27% of senior women employees in revenue generating roles
Inclusion Lab, set up to improve the ‘inclusion quotient’ of senior leaders, business leaders and people leaders, covers 23,000 employees
Active employee resource groups – Women Connect Network, Single Parent Network, Pride Group, The Heritage Network, Ability Connect Network

52 HCLTech Annual Report 2022-23

Industry Recognitions for our DEI Efforts

Times of India and Ask Insights recognized us as the Diverse Company of the Year 2022, at the Global DEI Summit 5.0.
We received the Brandon Hall Excellence Awards in following categories: best DEI strategy, best advance in leading DEI initiatives, best advance in leadership development for women, best learning program for unconscious bias awareness and best use of ERG for DEI.
We are among the 2022 Avtar & Seramount’s 100 Best Companies for Women in India and an “Exemplar of Inclusion” in most Inclusive companies’ index. In the Seramount’s 2022 Global inclusion index, HCLTech has earned a spot in 14 countries.
We were recognized with Silver award in India Workplace Equality Index 2022.

Employee Benefits and Incentives

We prioritize the well-being and satisfaction of our employees by offering a comprehensive range of benefits and incentives that enhance their overall work experience.

Employee Assistance Program benefits (For example, unlimited telephonic clinical assessments and up to three professional assessments) are free of charge and available 24/7 to all family members
Performance recognition platforms like Achievers League, O-Infinity, Hall of Fame, Ultimate Ideaprenuer, Red Ladder Awards, peer-to-peer recognition, team awards and spot recognitions
Medical benefits and insurance
Vaccination/health check-up drives
Paid time-off for short-term disability
Bonus program includes short-term incentive/ annual variable bonus, sales/revenue-linked incentives
Long-term incentive (LTI) plan for senior management

Employee Perspectives

401-K retirement plan (U.S.) and company pension plan (India)
Autism behavioural therapy (U.S.)

People Engagement with ESG/CSR initiatives

I am a living example of HCLTech’s promise to empower lives. After my accident, HCLTech made me feel I could still live independently - the entire campus is accessible. From my job interview onwards, I’ve never been allowed to feel different. Here ‘inclusion and diversity’ are not mere words on the corporate agenda; they’re part of the company’s culture.”

Priyanka Srivastava

Deputy Manager, Digital Foundation Service HCLTech India

HCLTech’s culture has been a remarkable aspect of my experience as an LGBTQIA+ individual within the workspace. The notable part is the respect and acceptance I have consistently received from everyone I engage with daily. I am embraced for who I am, cultivating an environment where I can truly be myself.”

Camillo Louvise (He/Him/His)

Marketing Head, HCLTech Brazil

We believe in the power of our people to supercharge progress for our communities and the planet. Our people don’t just engage in our CSR efforts, they drive them. We tackle issues that deeply matter to our employees and where we have unique expertise.

Through our commitment to ESG, reflected in our Act, Pact and Impact initiatives, we empower employee volunteering, supported by policies and a strong culture of community contribution. By aligning their interests with the UN Sustainable Development Goals (SDGs), we tap into the talents and time of our employees to create a lasting impact.

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HCLTech Poland employees participating in a community
volunteering program.
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Corporate Overview 53

She Powers Progress: Celebrating Women in Technology

When women embrace technology, it’s not just good for women, it’s good for clients, culture, collaboration, business, humanity and progress.

We recognize the vital contributions of women in technology, and we celebrate their achievements. “She Powers Progress” shines a spotlight on the inspiring women who are creating value for our organization and supercharging progress for our clients.

We firmly believe that supporting women is a collective effort to foster progress and inclusivity. By empowering women in technology, we are driving innovation, unlocking new perspectives and amplifying the collective impact of our organization.

#SheTheFuture

We are showcasing inspiring stories of the next generation of women in technology. Through our #SheTheFuture campaign, we highlight the achievements of young women who are making their mark in science, technology, engineering and mathematics (STEM) careers. By sharing these stories, we inspire and pave the way for a new era where more girls aspire to pursue careers in STEM.

Employee Perspectives

To all the women and young girls out there, I’d like to say, never let anyone tell you that you can’t do something because you’re a woman; work hard to disprove their claims. When you have a dream, you must grasp it and hold on to it no matter what, because nothing is impossible for those who try.”

Vatsla Khattar

Software Engineer, Digital Business, HCLTech India

My advice to young women in STEM is to live a life of continual education. This is probably also applicable to other fields, but for technology specifically, in such a dynamic and changing field it is important to always be learning new concepts and skills to not only stay competitive, but also to expand your base of knowledge.”

Alaina Fletcher

Associate, Apps & SI, HCLTech U.S.

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HCLTech Romania employees in a business strategy discussion.
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54 HCLTech Annual Report 2022-23

Supercharging Progress for our Communities

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Corporate Overview 55

Corporate Social Responsibility

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HCL Foundation has transformed 5.5 million lives through
its programs.
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At HCLTech, we are deeply committed to giving back to the society and supporting inclusive growth of local communities where we operate. Our corporate social responsibility (CSR) framework is aligned to the UN Sustainable Development Goals (SDG) to create lasting positive impact on people and the planet through long-term, sustainable programs.

Transforming Communities in India

The award-winning HCL Foundation delivers the CSR agenda of HCLTech in India. The Foundation’s initiatives have thematic focus on education, health and sanitation, skill development and livelihood, environment and disaster risk reduction and response. Child protective strategies, inclusion and gender transformative approaches remain central in all initiatives of the HCL Foundation, ensuring equitable development and opportunities for all.

₹1,137+ Cr

invested in programs till date

5.5M+

lives transformed (50%+ women)

12,000+

Persons with disabilities reached (43% women)

57B+ liters

water harvested

20 states, 3 UTs and 91 districts

covered in India

1.45+ million saplings

planted till date

66,000+ acres

of land greened and brought under community management

24,000 tons

of waste managed

670,000+ hours

of employee volunteering enabled

15 of 17

UNSDGs addressed

56 HCLTech Annual Report 2022-23

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Village community school for women in Hardoi District,
Uttar Pradesh, India, under HCL Samuday.
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Healthcare initiative for rural communities in Nagaland, India.
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Biodiversity conservation initiatives in Denkanikottai,
Tamil Nadu, India, under HCL Harit.
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Flagship Programs

With a wide range of interventions, from integrated rural development to urban poverty alleviation and supporting path-breaking work by NGOs, HCL Foundation’s flagship programs are making a positive change within underserved communities.

HCL Samuday

Our biggest rural development program, HCL Samuday, deepened its impact in Hardoi district of Uttar Pradesh and spread its wings in Thoothukudi district of Tamil Nadu. We sharpened our focus on women farmers and signed a memorandum of understanding (MoU) with Banas Dairy, one of Asia’s largest dairies, which has the potential to benefit more than 25,000 farmers, enhancing family incomes multi-fold. The program has transformed 2.1 million lives so far.

HCL Uday

With a mission to break the cycle of urban poverty, HCL Uday strengthened its work in 127 slums across 11 cities. With the help of 104 partners, the program has actively worked to improve socioeconomic indicators in ultra-poor urban communities in the immediate neighborhood of HCLTech campuses and has served nearly 890,000 individuals. The program attracted large-scale volunteerism from HCLTechies.

Major Recognitions

National CSR Award 2020

by the Ministry of Corporate Affairs, Government of India

Best CSR Practice Award

for 2021 by the Asian Centre for Corporate Governance & Sustainability

The CSR Universe Social Impact Award 2022

in two categories: Skill Development & Livelihood, and Promotion of Sports

Corporate Overview 57

HCL Harit

Our flagship environment action program, HCL Harit, has continued to conserve, restore and enhance indigenous environmental systems and biodiversity and respond to climate change in a sustainable manner through community engagement. Operational in nine states (Uttar Pradesh, Tamil Nadu, Karnataka, Maharashtra, Andhra Pradesh, Odisha, West Bengal, Uttarakhand and Telangana) and aligned to UNSDGs 4, 6, 13, 14, 15 and 17, HCL Harit aims to build scalable and replicable models that are economically viable, socially acceptable, environmentally sustainable, holistic and inclusive.

Key Highlights

Felicitated for its support to Clean Ganga Fund, at the Ganga Utsav 2022
Signed an MoU with Tamil Nadu Forest Department for marine and coastal conservation in the Gulf of Mannar region
Piloted Waterbody Decision Support System in Madurai District, Tamil Nadu, with Madurai District Administration
Received special accreditation for the UN Water Conference 2023, held in New York

HCL Grant

In its eighth edition, HCL Grant received 15,293 registrations in FY23, an 82% increase from FY22. During the year, the program further expanded its reach by awarding the coveted Grant to three NGOs: Meghshala Trust, Innovators in Health (India) and Planatearth. Through 40 HCL Grant NGO partners, we have impacted lives of 1.8 million people living in some of the remotest parts of India and have brought under sustainable community governance over 64,000 acres of common and forest land.

Clean Noida

Clean Noida, a public-private partnership project executed in collaboration with the Noida Authority, is dedicated to the objective of transforming Noida into a visibly clean city. Building on previous successes in fostering positive behavioral changes in managing the entire waste cycle, with a specific focus on the circular economy, the program has expanded its efforts this year to address the issues of single-use plastic and e-waste within the city. Additionally, citizen engagement has been enhanced through the establishment of the Clean Noida Volunteer Club. As a result of these concerted efforts, Noida has maintained its position as one of the top five cleanest cities in the country, according to the Swachh Survekshan 2022, an annual cleanliness survey conducted in India.

Special Initiatives

Sports for Change

The initiative aims to harness the potential of sports by bridging access-gap at the grassroots and empowering youth from disadvantaged communities. It has touched 18,000+ students, of which 234 participated in district/ state/national level competitions. A total of 84 paraathletes were also supported, of which 13 represented India at various international competitions. SFC combined with Power of One scholarship made us proud this year.

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Jerlin Anika receiving Arjuna Award from
Smt. Droupadi Murmu, the President of India.
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Jerlin Anika, our sports scholar under Sports for Change initiative, became India’s first woman Deaflympian to receive the prestigious Arjuna Award, the secondhighest sporting honor of India.

My E-Haat

My E-Haat, the ecommerce market for artisans, listed 900+ products, providing artisan-customer connect at a global level with a focus on innovation in promotion of indigenous handicraft.

HCL Foundation Academy

To enhance the capacities of the development sector workforce, the HCL Foundation Academy organized four high quality courses to train 835 people across 14 batches.

58 HCLTech Annual Report 2022-23

Scaling up CSR Initiatives Beyond India

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HCLTech is a proud supporter of the McGrath Foundation’s
efforts to combat breast cancer.
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Employees in New York volunteered for the Grassroots
Grocery initiative.
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We are focused on taking our India CSR source code to transform communities across our global footprint. We do this through partnerships with development agencies and charitable organizations as well as employee volunteering programs.

This year, we established global CSR councils that actively engaged in conducting comprehensive assessments of local issues, aiming for a deeper understanding of the challenges at hand. As a testament to our commitment, we have initiated nearly 200 diverse social initiatives across various geographical locations, further strengthening our impact on a global scale. We are determined to continue making a positive difference in the world through our unwavering dedication to corporate social responsibility.

We are proud to forge new partnerships with Girl Up, Feeding America and One Tree Planted as we scale up our CSR initiatives in the Americas.

Through our collaboration with Girl Up, we aim to empower young leaders and create opportunities for education and employment. Our focus on science, technology, engineering and mathematics (STEM) for social good will foster innovation and contribute to building a sustainable world through technology.

In partnership with Feeding America, the largest hungerrelief organization in the United States, we are determined to fight against food insecurity and waste. Our employees will actively participate in volunteering opportunities across the country, making a tangible impact on hungerrelated challenges.

Additionally, our association with One Tree Planted allows us to contribute to global reforestation projects. We have committed to planting 100,000 trees in the U.S., Canada, Brazil and Mexico to promote a greener future.

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Employees in Sacramento, California, participating in a
feeding volunteering drive.
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Employees in Seattle, Washington, contributing to the
One Tree Planted initiative.
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Corporate Overview 59

Supercharging Progress for our Planet

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HCLTech Annual Report 2022-23

Sustainability

We have embedded ESG principles at the heart of our business and operational strategies. Our unwavering commitment to sustainable and responsible progress aims to benefit all our stakeholders, contributing to a sustainable future for everyone.

Our ESG strategy is built on the tenets of Act, Pact and Impact.

Act

We 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 a sustainable impact through all our initiatives and activities.

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Environmental Goals

Achieve net zero by 2040
50% reduction in absolute scope 1 and scope 2 emissions by 2030, compared to 2020 baseline
80% electricity usage from renewable energy by 2030
Zero discharge from all owned facilities

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Governance Goals

Strengthen the sustainable supply chain process
Integrate ESG into risk management and internal audit processes
Be recognized among industry leaders for information security practices and data privacy standards
Achieve zero waste to landfill at all owned facilities by 2025

Social Goals

Improve the ESG knowledge and skills of employees
Improve gender diversity in workforce, with 40% women employees by 2030
Increase gender representation in senior leadership roles to 30% by 2030
Be recognized among the best employers in our key operating geographies

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Corporate Overview 61

Key Highlights of the Year

First Indian MNC

to join the Water Resilience Coalition and endorse the CEO Water Mandate

26X

water replenished than we consumed during FY23 in India

22%

reduction in per capita scope 1 & 2 greenhouse gas emissions since the base year FY20

17.7%

increase in renewable energy consumption compared to previous year.

HCLTech’s flagship Net Zero

Intelligent Operations (NIO)

won the 2023 IOT Evolution Industrial IOT Product of the Year award

MSCI rated HCLTech as

ESG ‘Leader’ with ‘AA’ rating in the software and services industry

The S&P Global Sustainability Yearbook 2023 has recognized

HCLTech as an ‘Industry Mover’

HCLTech included in Sustainalytics’ 2023

Top-Rated ESG Companies list in the Software and Services Industry segment and in Asia Pacific region

12.45 million square feet

office space is LEED Platinum rated

Increased our renewable energy mix by

46.8%

improved energy efficiency (GJ/million revenue) compared to base year FY20

Creating Sustainability Champions HCLTech Sustainability School

We launched HCLTech Sustainability School this year to educate our 225,000+ people on various aspects of sustainability. The climate change learning series, which was the first course to be launched by the school, seeks to promote awareness and empower employees to participate in climate action. The course addresses subjects such as biodiversity threats, resource extraction and reducing one’s carbon impact. As of March 31, 2023, we have 21 hours of training material available in the school. Apart from climate change course, there are courses on topics like water, biodiversity and green software. HCLTech employees have clocked more than 10,500 hours of sustainability training.

Our people can be our biggest champions on sustainability and this learning series will provide them with practical tools so they can be agents of change within the company and their own communities.

62 HCLTech Annual Report 2022-23

Key Initiatives

Climate Strategy

Climate change presents risks to our business, both in terms of physical impacts and the need for transition. Clients, partners and investors are increasingly demanding reduced emissions. We acknowledge the potential risk of future carbon taxes. However, we see clear opportunities through climate action.

While transitioning to a low-carbon economy requires initial investment, it offers a favorable return on investment in many regions. Our IT services provide another avenue to assist clients in reducing their carbon footprint. As part of our net zero strategy, we have committed to limiting greenhouse gas emissions and aligning with the 1.5ºC pathway by 2030, with the goal of achieving net zero target by 2040. We have a welldefined roadmap to fulfill this commitment. Additionally, we are investing in services that support clients and partners in meeting their climate change goals. We have also identified projects to collaborate with communities for a climate-resilient future.

Alignment with SBTi

We have achieved alignment with the Science Based Targets Initiative (SBTi). The SBTi’s Target Validation Team has categorized our scope 1 and 2 and scope 3 target ambition as being in line with the 1.5°C trajectory. This recognition highlights our commitment to taking meaningful action to address climate change and demonstrates our dedication to reducing greenhouse gas emissions in line with global efforts to limit global warming.

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Energy Management and Efficiency

Our Milestones Toward Net Zero

Scope 1 and 2 absolute emission reduction of 50% by 2030 from base year of FY20
Transition to 80% of electricity usage to renewable energy by 2030
Scope 3 absolute emission reduction of 42% by 2030 from base year of FY20 (Boundary coverage is 89.5%)
Achieve zero waste to landfill at all owned facilities by 2025

We recognize eco-efficiency as an opportunity to enhance process efficiency while minimizing environmental impact. We have implemented several energy efficiency initiatives aimed at reducing energy consumption, water usage and waste generation. These efforts not only contribute to our environmental goals, but also help maintain a positive social license to operate in the communities where our campuses are located. By prioritizing eco-efficiency, we strive to balance sustainable business practices with the well-being of the environment and local communities.

Key achievements in renewable energy usage:

Renewable energy purchase has enabled the company to reduce emissions by more than 24,000 tCO2e.
Our on-site generation in India was 10% of the total renewable energy consumed in the country.
12% increase in the total quantity of renewable energy consumed compared to previous year.

Corporate Overview 63

Best Practices

Electric vehicles for employee conveyance
Daylight sensor installation for energy conservation
Automatic tubes cleaning system for water-cooled chillers to enhance performance
Sensor taps for water efficiency and conservation
Cool Roof with Solar Reflectance Index to reduce excessive heating of buildings
Replacing end-of-life equipment
Ambient weather and air monitoring system to maintain indoor air quality
Critical rooms’ temperature monitoring to address critical gaps in HVAC to maintain optimal server temperatures
SMART energy meters to report and monitor all energy consumption
High Side Chiller Operational Performance Improvement to conserve energy and reduce emissions
HVAC Performance Improvement to maintain energy efficiency
Adopting energy efficient lighting
Implementing effective utilization of UPS
Elevator and STP optimization for energy conservation
Water Conservation through rainwater harvesting and usage of treated water

Water Stewardship

Water conservation is a vital aspect of our commitment to driving progress sustainably and responsibly. We have implemented measures to improve operational efficiency and conserve water resources. These efforts include reusing water, treating sewage water for flushing and landscaping, adopting rainwater harvesting, using anti-scaling agents for water storage and implementing groundwater conservation measures. In FY23, these initiatives allowed us to conserve 31,036 kl of groundwater. Additionally, we have installed sensor-based water taps and implemented water-efficient operational controls.

Through water recharge structures and our company’s community initiatives, we have increased the quantity of water replenished in FY23 by around 50% compared to FY22. We have helped replenish water 26X more times than the water we consume in India.

We have strengthened our commitment to sustainability and water conservation by becoming the first company headquartered in India to join the Water Resilience Coalition. We have also endorsed The CEO Water Mandate, an original project of the UN Secretary-General, which is a collaboration between the UN Global Compact (UNGC) and the Pacific Institute, aimed at promoting corporate water stewardship globally. Our support for this directive underscores our dedication to sustainable practices. The Water Resilience Coalition, which aims to alleviate water stress by 2050, has welcomed us as a member, recognizing our efforts to contribute to a more sustainable future.

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Dr. Nidhi Pundir, Vice President and Global Head – CSR, HCLTech, and Dr. Santanu Basu, Project Director – HCL Harit,
joined deliberations at the UN Water Conference 2023.
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64 HCLTech Annual Report 2022-23

Waste Management

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HCL Foundation’s Clean Noida program is raising awareness around sanitation and waste management among citizens.
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Clean Noida is an ambitious commitment by HCLTech to transform Noida into a globally recognized clean city. This initiative encompasses promoting environmentally conscious behavior, beautification, sanitation and waste management. We are dedicated to raising awareness about proper waste management practices and have implemented innovative solutions to segregate waste effectively. At HCLTech, our waste profile primarily consists

of e-waste and non-hazardous waste such as food and paper waste. To achieve our goal of zero waste to landfill at all owned facilities by 2025, we have implemented measures such as recycling paper waste, disposing of hazardous waste following regulatory guidelines and utilizing leftover food and garden waste for creating manure. Furthermore, we have eliminated single-use plastics across all our campuses in India in 2019-20.

Waste Management Mechanism at HCLTech

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E-Waste

Conventional lights have been replaced with LED lights. Projectors have also been replaced with LEDs, which have a longer lifecycle, thus contributing significantly to power consumption reduction and simultaneously reducing waste.

Plastic

Paper

Initiatives including printer With the use of alternate pin deployment, printer on arrangements, HCLTech alternate floors, setting a has made its campuses maximum printing limit, in India free from double-sided printing single-use plastics in and font size reduction 2019 in accordance with are supported with the the central and state goal of minimizing paper government directives. usage. Paper has been significantly conserved as a result of these actions.

Other hazardous waste

Other hazardous wastes that include bio-medical waste and sanitary napkin waste are disposed in a safe manner.

Corporate Overview 65

Davos Dialogues

HCLTech collaborated with governments, businesses and civil society from around the world at the World Economic Forum (WEF) 2023 in Davos. Our leadership team actively participated in thought-provoking sessions and had the privilege of hosting global leaders. Together, we explored solutions and address the diverse crises that our world faces under the overarching theme of “Cooperation in a Fragmented World.”

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Roshni Nadar Malhotra at
“The Aquapreneur Revolution” session.
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Roshni Nadar Malhotra , Chairperson, HCLTech, joined former U.S. Vice President Al Gore and other distinguished leaders at “Leading the Charge through Earth’s New Normal” - a session to discuss transformative solutions and global collaboration to build a more inclusive, prosperous and sustainable future. She was also part of “The Aquapreneur Revolution” - a session to announce the winners of The Global Freshwater Innovation Challenge under HCL Group and UpLink’s quest to find innovative solutions for freshwater conservation.

C Vijayakumar , CEO & Managing Director, HCLTech, shared his vision at “Preparing One Billion People for Tomorrow’s Economy” - a session to discuss critical interventions needed to skill one billion people by 2030 in a world being rapidly transformed by technology.

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HCLTech CEO & Managing Director, C Vijayakumar,
joined the deliberations at Davos 2023.
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Jill Kouri, Chief Marketing Officer, HCLTech (second from
right), joined UN Women’s Generation Equality pop-up
panel discussions at Davos 2023.
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The HCLTech Pavilion at WEF underscored our unwavering commitment to sustainability as it operated entirely on green energy. In line with our emphasis on diversity and gender equality, we hosted the UN Women’s Gender Equality Hub at our pavilion. It served as a vibrant space for daily video check-ins, pop-up panel discussions and engaging fireside chats, empowering individuals and fostering meaningful conversations.

66 HCLTech Annual Report 2022-23

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FY23 Business Highlights 68
State of the Market 70
Our Business 72
Business Strategy 77
Medium-term Strategic Objectives 79
Risk Management 96
Consolidated Results 105
Standalone Results 115
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Corporate Overview 67

FY23 Business Highlights

Supercharged Business Performance

HCLTech continues to build momentum, surpassing its performance targets and achieving robust growth across all key metrics during the previous fiscal year. We saw strong top line and bottom line earnings growth. Our consolidated revenue crossed a significant milestone of ₹100,000 crores in FY23, by recording ₹101,456 crores, an impressive 18.5% increase over FY22. We registered a 10% growth in net income in FY23. A four-year revenue compound annual growth rate (CAGR) of 10.9% reflects our sustained success over time.

Unlocking Potential and Supercharging Outcomes

During the past fiscal year, HCLTech undertook a major brand transformation to capture the company’s momentum, energy and acceleration. Central to this process was the definition of a statement of our purpose: To bring together the best of technology and our people to supercharge progress . The new brand identity and logo, underpinned by the distinct positioning of Supercharging Progress , is our pledge to deliver business outcomes quickly and efficiently, embracing the qualities of pragmatism and resiliency. This promise extends beyond our clients to encompass our people, the communities we serve, our shareholders and the planet as a whole.

Putting Our Purpose into Action – Our Strategic Objectives

The following medium-term strategic objectives show how HCLTech intends to fulfill its purpose of supercharging progress:

Leadership through differentiated services and products
Employer of choice in professional services across all key geographies
Preferred Digital partner for Global 2000 enterprises in chosen markets
Weave ESG (Environmental, Social and Governance) goals into business strategy
Deliver top quartile TSR (Total Shareholder Return) over the medium term

We expand on the meaning of each of these objectives and our plans for carrying them out in the sections below.

Growing Services and Product Leadership

Driven by our thematic focus areas of Digital, Engineering, Cloud and AI as well as our industry-leading technology services and software portfolio, we continue to innovate and create sustainable differentiators that accelerate business transformation. As the only service provider

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HCLTech Pavilion in the new brand colors at the World Economic Forum 2023, in Davos,
Switzerland. The pavilion was fully powered by green energy.
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rated as a Leader in all six Gartner Magic Quadrant

reports related to IT services globally , HCLTech has clearly established itself as a leader in the industry, differentiating and creating a unique advantage for itself in the market. The ever-changing technology landscape continues to provide exciting opportunities for growth as we double down on our commitment to innovation and excellence to meet evolving needs of our clients.

HCLTech is using sports alliances to showcase its commitment to deliver business success and transformative experiences. Our partnership with the New York Giants, Jets and MetLife Stadium will demonstrate how our expertise in digital, engineering and cloud can enhance the fan experience, fostering deeper connections and driving digital transformation both inside and outside the stadium. Our strategic alliance with Scuderia Ferrari shows what we can do to enhance high-performance, precision technology for the world’s most technologically advanced sport.

Driving Business Growth through People

Our global presence in 60 countries with over 225,000 employees from 161 nationalities provides a strong foundation for growth. We have a nearshore presence in 20 countries, where nearly four out of five employees are locals. We plan to double our headcount in these areas within the next three years. Recent expansion into new locations like Hungary, Costa Rica and Morocco further infuses our operations with local talent and sets us up for exciting growth potential.

During the year, we were honored as the Top Employer in 25 countries and were ranked No. 1 in 18 of them.

We received multiple awards for our diversity, equity and inclusion practices. Our commitment to growth, diversity and excellence is reflected in our steadily improving gender diversity, which grew to 29.2% this fiscal year.

Driving Transformational Gains for Clients

HCLTech seeks to be the preferred digital partner for Global 2000 enterprises. Our success is attributed to our unwavering commitment to outstanding client engagement, reflected in our top quartile overall customer satisfaction (CSAT) rating. One of the world’s largest software product organizations recognized us with a noteworthy award for a program we led that made its products accessibility-compliant and, more important, capable of providing a delightful experience to all users. We also helped transform a leading U.S.-based home

furnishings retailer by partnering with it on a multiyear digital transformation journey. These successful collaborations are typical of the sort of relationships we forge with our clients.

As a top 10 global technology services company, we’re excited to continue driving transformational gains and changing the game. We continue to harness the power of technology and our people to supercharge progress for our clients—driving outcomes at speed and scale. We remain committed to driving progress and delivering exceptional value in all our engagements. During FY23, HCLTech added three $100 million+ clients, taking the total number of $100 million+ clients to 19. The top 20 clients contribute 27.8% of the company’s revenue.

Promoting Sustainability and Supporting Communities Globally

We embed sustainability into everything we do through a proactive strategy based on three guiding principles: Act, Pact and Impact. The success of this approach is reflected in our achievements such as replenishing 26 times more water than we consume, reducing per capita Scope 1 and 2 greenhouse gas emissions by 70%, achieving an “AA” rating in the MSCI ESG Rating, winning the Cisco Global Digital Sustainability Challenge for the EMEA region and being named one of the best-performing companies in our industry and region in Sustainalytics’ 2023 ESG rankings.

HCLTech is committed to supporting communities globally and has developed a proactive corporate social responsibility (CSR) strategy. The HCL Foundation delivers our CSR agenda in India and has made significant strides toward its purpose of driving meaningful social change, positively impacting more than five million lives while harvesting 32 billion liters of water for reuse in communities. We are also supporting different social initiatives worldwide, through our global CSR councils, including extensive support to people displaced by the war in Ukraine, partnerships with Girl Up, Feeding America and One Tree Planted in the U.S., the Prince’s Trust in the U.K., Apprentis d’Auteuil in France and the McGrath Foundation in Australia.

Driving Shareholder Value through Growth, Profitability and Efficiency

HCLTech is steadfastly committed to delivering top quartile total shareholder return (TSR) by focusing on sustained organic growth, better profitability, higher return ratios and efficient capital use. We aim to improve our margins to pre-COVID-19 levels over the medium term. We are also dedicated to improving our overall return on invested capital (ROIC). We continue to execute on the well-defined capital allocation of a minimum payout of 75% of net income cumulatively during FY22-FY26. With our decade-long, consistent track record of delivering top quartile TSR among our peer group, we are confident in our ability to continue generating value for our shareholders in the years to come.

Management Discussion and Analysis (MDA)

State of the Market

Technology continues to transform the way we live, work and play. Yesterday’s desktop computers have given way to pocket-sized smartphone powerhouses. Today, artificial intelligence (AI)-powered solutions automate tasks and create high-quality content, saving businesses time and resources.

Augmented reality (AR) and virtual reality (VR) create immersive experiences tailored to individual needs. Internet of things (IoT) monitors critical equipment in real time, allowing us to fix issues remotely before they become problems. 5G networks deliver faster speeds and

ultra-low latency, enabling effective communication and collaboration from anywhere. These technological advancements are transforming industries and creating new opportunities for investors to capitalize on the tech industry’s ability to meet changing needs. We are excited about what lies ahead.

Client Imperatives

As clients adapt to the ever-evolving technology landscape, we see five key themes emerging as imperatives for clients as they seek out strategic partners to help them achieve their goals:

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Driving Reimagining Advancing Optimizing Building
Innovation Experience Sustainability Spend Resilience
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Driving Innovation

Enterprises are driving innovation by adopting technologies like artificial intelligence (especially GenAI), machine learning, automation, smart connectivity, blockchain and more. They’re exploring new markets and business models to stay ahead of the curve. Capitalizing on the tech industry’s growth potential and cuttingedge solutions is crucial to meet ever-changing market needs. Clients need partners with technical expertise and domain-centric solutions that can scale and offer flexibility to achieve their goals.

Reimagining Experience

Businesses are focusing on Total Experience (TX), which includes Customer Experience (CX), Employee Experience (EX) and Operational Experience (OX). Technologies such as GenAI, IoT, 5G and digital age elements like ecosystem and gamification drive efficiency and create seamless experience. Clients value domain and vertical knowledge highly as they search for the right technology partners to help them navigate complexity and make informed decisions.

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Advancing Sustainability

Sustainability is more than a buzzword. It is a crucial business consideration that impacts long-term success. Technology is a key enabler of sustainability agendas, from value-chain transformation to reducing carbon footprints. Clients seek technology partners with expertise in execution of sustainability strategies like integrating ESG practices into supply chains and implementing smart energy solutions.

Optimizing Spend

Optimizing spend is a continuous journey toward creating value for all stakeholders. Clients focus on innovative business models, explore cost optimization tools and shift to asset-light models to increase efficiency and reduce costs. They seek technology partners with business model flexibility, technical expertise in cost optimization and end-to-end offerings.

Building Resilience

Building business resilience is a top priority for clients amidst constant disruption and uncertainty today. To achieve this, clients adopt agile methodologies, invest in innovation labs and prioritize technological resilience in areas such as cybersecurity and IT systems. They seek technology partners who can provide expertise and solutions in these areas and form strategic partnerships and alliances to stay relevant and innovative.

Talent Market Trends

Today, most companies are aggressively innovating with respect to their global people practices. Demand for consulting and industry and technical skills like cybersecurity and digital engineering remains strong. Technology companies recognize that talent retention is critical. Employees want career opportunities on their terms and job experiences that enrich their professional and personal development. HCLTech has strengthened its employee value proposition in line with the market trends and business demands.

Market Opportunities

The economic landscape is stabilizing gradually, with favorable market opportunities for technology on the horizon. While inflation continues to erode consumer purchasing power and drive their spending down, overall enterprise IT spending is expected to remain healthy.

The IT services and software segments are projected to grow at 6.1% and 11.9%, respectively, over the next five years. While cost corrections and softening demand remain concerns–and there may be uncertainties in the near term–the technology industry is well–positioned for long–term growth with many opportunities for clients to innovate and thrive.

Cloud Transformation is a Multi-Year Journey

Embracing cloud as a part of continuous modernization is essential in the digital era. Capturing real value from cloud transformation is a massive market driver and one of the most significant areas of technology spending across all industries. With hybrid and multicloud strategies gaining popularity, the adoption rate of public cloud services is expected to multiply, presenting more opportunities for innovation and growth.

The technology market is rapidly evolving and the very definition of technology is expanding. Today, software, services and engineering need to work in tandem to deliver results for clients. This presents exciting opportunities for growth and innovation. Our diverse portfolio and scale position us well to take advantage of these trends and leverage our unique strengths to meet the evolving needs of our clients and supercharge progress for them in this dynamic market.

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Management Discussion and Analysis (MDA)

Our Business

HCLTech is committed to supercharging progress, delivering pioneering services and products that positively impact our clients, employees, communities and the planet. Our aim is to be the digital partner of choice for Global 2000 enterprises, while attracting top talent and delivering exceptional value. We’re deeply committed to inclusive growth and sustainability in the communities where we operate. In this section, we present an overview of our expertise, business segments, ecosystem approach and strategic partnerships that enable us to provide end-to-end solutions for our clients.

With CloudSMART, HCLTech is reimagining the way enterprises leverage cloud.

Our Areas of Expertise

HCLTech leverages its expertise to provide solutions that address clients’ traditional, transformational and future needs. Our Digital offerings deliver end-to-end solutions that boost business resilience, enhance operational efficiency and deepen client engagement. With HCLTech’s Engineering and R&D Services (ERS), clients can improve time to profit, speed up product development and maximize return on innovation. Our CloudSMART services and offerings optimize cloud usage to accelerate innovation and agility at scale. HCLTech’s AI expertise, especially GenAI capabilities, evolving in line with emerging market trends, is starting to enable enterprises to unleash another round of significant benefits, be it in reimagining client experience or enhancing employee productivity. Our HCLSoftware division develops, markets and supports software for digital transformation, data, analytics and insights, AI and automation, and enterprise security.

Ecosystem, Alliances and Partnerships

Today’s business world is ecosystem-driven. Our ecosystem orchestrator approach has enabled us to be ahead of the curve and help our clients accelerate time to market, reduce total cost of ownership, minimize risk and supercharge progress. By leveraging our expertise and access to top clients, we help our ecosystem partners expand their market reach and drive business growth, contributing to the growth and sustainability of the industry as a whole.

Our Strategic Alliance Ecosystem partners with leading technology firms to create new, differentiated intellectual properties and solutions that accelerate our clients’ digital, engineering and cloud journeys. Our Industry Ecosystem gives us access to industry forums and foundations to stay updated on the latest trends and challenges and to share our thought leadership. Our Startup Ecosystem leverages the creativity and innovation of startups to generate products and offerings that benefit our clients.

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We partner with leading technology providers like Microsoft, Google, AWS, SAP, DELL, IBM and IBM Redhat, Cisco, Salesforce, Adobe, Intel and others to deliver innovative solutions to our clients. Together with our partners, in FY23 we launched new initiatives, coengineered and co-developed solutions and created new training programs for our associates, resulting in multiple deal wins, new client offerings and analyst recognitions.

CloudSMART: Supercharging Cloud Transformation

HCLTech’s CloudSMART approach helps clients navigate their cloud transformation journey with clarity and confidence. CloudSMART leverages ecosystem partnerships and cutting-edge technology solutions to provide independent consulting that enables businesses to create long-term plans to drive transformation at an accelerated pace and scale. With its suite of offerings and services, CloudSMART makes it easy for clients to pivot to the cloud, leveraging the latest validated architectures, standardized services and factory-based execution.

Business Segments

HCLTech is structured as three business segments—IT and Business Services (ITBS), Engineering and R&D Services (ERS) and Products and Platforms (HCLSoftware)—that collectively address its clients’ traditional, transformational and future needs. Overall, our services and product business grew in constant currency YoY at 15.8% and 1.8% (excluding divested business), respectively, in FY23.

IT and Business Services

The ITBS segment enables global enterprises to drive business transformation in an agile and sustainable manner, enhancing customer and employee experiences. It is the most significant contributor to HCLTech’s overall revenue mix. In FY23, we posted strong revenue growth of 15.6% YoY in constant currency and an EBIT margin of 16.6% driven by solid growth across all service lines. ITBS comprises:

Digital Business Services
Digital Foundation Services
Digital Process Operations

GenAI: Catalyzing Transformation

GenAI is poised to disrupt businesses with the potential to positively impact various domains including but not limited to IT services, software, silicon IC design and manufacturing, and IT operations. It centers around a deep collaboration between humans and machine algorithms. With a philosophy of creating, infusing, embedding and integrating AI from silicon to infrastructure, apps, data and business processes, HCLTech, with its engineering heritage, has been involved in co-creating AI technology stacks for the past two decades. At HCLTech, we are accelerating our work through a multi-pronged approach to unlock the potential of GenAI for our clients to derive utmost benefit. We are infusing GenAI in our solutions, providing services, working with ecosystem partners to drive innovation and offerings, and co-innovating with our clients. We are also in the early stages of evaluating and implementing GenAI in our own business operations to improve employee experience and drive efficiency.

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EdTech Business Services

Digital Business Services

HCLTech’s Digital Business Services (DBS) enables organizations to adopt new technology architectures, challenge existing ways of working and use data and analytics to achieve operational excellence and fundamental business transformation.

Our industry-specific technology solutions help clients transform their value chains through three focus areas:

Consulting services focus on delivering experience and technology strategy and design to create innovative solutions that address the needs of our clients. We also offer business process re-design and optimization, empowering clients to reimagine their enterprise value chains. We facilitate effective change management within the enterprise through our agile delivery transformation approach, which includes operating model change and organizational flexibility.
Application modernization services help customers redesign and modernize their applications and platforms via composable architectures, microservice services and cloud-based application consumption.
Data and analytics services facilitate the modernization and creation of data platforms and the building of scalable data architecture that feature robust data governance and the ability to extract actionable insights through machine learning and artificial intelligence.

HCLTech’s Digital Business Services achieved strong growth in FY23. This year, our ESG-related offerings gained wide acceptance. For example, we launched an industryleading ESG platform for a large F100 aerospace company and a smart energy solution for a European client. In addition, we onboarded 10 new partners and strengthened

Management Discussion and Analysis (MDA)

relationships with our existing partners including Snowflake, Adobe, Tibco, Alteryx and Salesforce.

right service integration and management model for customers.

Digital Foundation Services

HCLTech’s Digital Foundation Services (DFS) forms the backbone of digital transformation journeys, offering core infrastructure services and next-generation digital solutions. DFS is the largest segment for IT services spending globally.

Our proven ability to execute at scale is why we are a trusted advisor and partner for 40% of G100 companies, helping them manage and transform their large and complex environments.

DFS offerings cover five areas:

Digital Workplace services help clients build a personalized, adaptive and resilient workplace for their employees.
NextGen Networks services help clients transform their enterprise networks into lean, agile and experiencecentric networks.
Hybrid and Multicloud services, from mainframe services to cloud-native deployment, help clients modernize their infrastructure.
Cybersecurity & Governance, Risk & Compliance (GRC) services help clients identify, understand and manage security risks and compliance across the entire security life cycle.
Unified Service Management & Intelligent Operations services deliver efficiency and greater supplier management synergy, facilitating the assessment of the

Digital Process Operations

Digital Process Operations (DPO) helps clients adapt to the digital age by combining our domain expertise, engineering capabilities and software stack. Our technology-led digital operations model reimagines operations across three digital stacks: digital workforce, digital technology and digital process . DPO’s focus on transformational deals allowed us to serve over 100 clients, including many Global 2000 (G2000) and equivalent organizations. We are expanding our automation, AI and machine learning capabilities to continue providing comprehensive solutions to our clients.

EdTech Business Services

EdTech Business Services is a new addition to the ITBS segment, focusing on providing enterprise solutions for talent acquisition and mobility. We help clients set up technology and talent academies. Our Career Shaper Learning and Assessment Platforms offer immersive labs for coding, data science and engineering as well as Workware labs for cloud and cybersecurity simulations. We also provide Capstones—domain-infused real scenario projects—for experiential learning, and our Futurum™ platform for universities powers tech labs for future engineering and technology learning.

In its first year, EdTech Business Services garnered significant interest from many G2000 and equivalent companies and established strong partnerships with key players in diverse industries. These include a German multinational engineering and technology company, a

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leading U.S.-based gaming corporation, a Dutch information services company operating in over 150 countries and a large global staffing organization.

Overall enterprise IT spending is expected to remain healthy, which bodes well for each part of ITBS. As digital transformation remains paramount for enterprises, we are well-positioned to capture significant market share and continue to deliver strong results for our clients and shareholders. Digital Business services’ outlook is positive as we continue to see strong growth in value chain transformation, modernization and cost efficiencies through consolidation and cloud solutions. We anticipate strong demand for Digital Foundation Services, particularly in cloud, employee experience and cybersecurity. EdTech Business Services segment is well-positioned to benefit from the increasing demand for job-ready professionals who can adapt to new technologies in the workplace.

Engineering and R&D Services (ERS)

Our Engineering and R&D Services (ERS) spans the entire spectrum of digital engineering solutions across new product development, network engineering including network-as-a-service, collaboration services, software product engineering, data engineering, connected experiences and platform-as-a-service. We provide comprehensive solutions to help our clients develop digital, sustainable and next-generation products and platforms. HCLTech’s Engineering and R&D Services (ERS) segment

delivered a strong performance in FY23, with revenue growth of 16.8% YoY in constant currency and an EBIT margin of 20.2%.

HCLTech ERS portfolio includes:

Product engineering services bring the engineering rigor to build scalable, complex and new products and systems, spanning the whole gamut of product life cycle management from conceptualization to design and development, support and sustenance and governance of processes such as release management and test automation.
Digital engineering services help clients reimagine their businesses for the digital era, covering all areas of digital transformation, including cloud and data engineering, digital platforms, ecommerce, 5G services, AI and silicon platform services, spec-to-part services and more.
Operational technologies play a crucial role in ensuring manufacturing resilience and enabling faster and more efficient responses to supply chain issues and changing market demands by modernizing infrastructure and processes.

We have been recognized as the No. 1 player in Everest Group’s 2022 PEAK Matrix® Provider of the Year Awards for Engineering Services. We are the only service provider ranked amongs the top two in both Digital and Overall Engineering Services in Zinnov Zones Engineering R&D Services 2022 study.

Management Discussion and Analysis (MDA)

HCLTech’s ERS segment won several large deals for product, platform and end-to-end engineering services, and demand was high for digital engineering services. Notable deals include extending the engagement with a U.S.-based Fortune 100 technology services company for product engineering services, being chosen as a strategic partner for platform engineering services by a U.K.based market leader and being selected by a U.S.-based multinational provider of workforce management and human resource management services as its strategic partner.

The demand for engineering services continues to be moderate in the near term. Digital engineering themes such as platform engineering, data engineering, 5G and connectivity, industry-next and sustainability are expected to continue attracting enterprise investments.

As geopolitical tensions, supply chain constraints and talent shortages continue to impact global enterprises, many are reevaluating their product design, manufacturing and servicing strategies. Investments in new technologies remain important but the focus has shifted toward scaling digital engineering programs and fully realizing their potential to drive top line growth across functional areas.

HCLSoftware

HCLSoftware is a leading provider of innovative technology and domain-specific solutions within niche segments that help drive customer efficiency and innovation. HCLSoftware achieved remarkable success in FY23, posting a revenue growth of 1.8% (excluding divested business) in constant currency and maintaining a healthy EBIT margin of 25.1% YoY. HCLSoftware’s impressive performance is evident from its 6,800+ global customers, which include 65+ Fortune 100, more than 220 Fortune 500 companies and 235+ Global 500 enterprises.

HCLSoftware offers 75+ software products, including well-known brands like HCL BigFix, HCL Domino, HCL Unica and HCL Commerce, and works closely with 770+ business partners to create impact across enterprises in 130+ countries. HCLSoftware addresses business opportunities across four key markets, which are growing at a double-digit CAGR with an addressable market of approximately $100 billion.

Digital Transformation: HCLSoftware provides technology solutions that transform experiences for all stakeholders, supporting more than $210 billion of online business per annum and delivering marketing messages to one-third of the world’s population. HCL Commerce, HCL Unica and HCL Volt MX are some solutions for this purpose.
Data, Analytics and Insights: HCLSoftware offers a trusted, flexible, easy-to-use data platform for better business management and analysis. The company’s Actian Avalanche, Actian Ingres and Actian Zen are key offerings that provide 5X faster data warehouse on cloud and operate at a 50% lower TCO (total cost of ownership) than its nearest competitor.
AI and Intelligent Automation - HCLSoftware helps clients transform and simplify IT and business operations and achieve autonomous IT operations using offerings like DRYiCE, Secure DevOps and Automation Power Suite. This portfolio supports over one million servers on AIOps and over two million monthly conversational AI interactions across its customer base.
Enterprise Security - HCLSoftware’s portfolio includes HCL BigFix and HCL AppScan, which protect the software that enterprises build or buy by securing from application to endpoint. The portfolio secures over 100 million endpoints daily, providing customers with peace of mind that their assets are secure.

Moving forward, we will continue to evolve our mix and offerings in each of these segments to better align with evolving spending patterns and the rapid growth of the digital market. Our commitment to innovation and excellence remains steadfast as we confidently pursue our purpose of driving positive change and creating a better future.

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Business Strategy

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Strategy, at its heart, helps an organization make choices and, more importantly, trade-offs. An effective strategy aligns stakeholders–clients, partners, employees, society and shareholders–to win together. This shared focus creates immense leverage for innovation and growth, because a countless number of decisions that happen every day across all parts of a business–product, customers, technology capabilities and more–reinforce one another. It is critical to have a clearly communicated strategy to make the right choices. Over four decades, HCLTech has built an organizational culture of empowerment and innovation. To unleash the creative potential of our people, our strategic definitions are not fancy, rather simple and clear.

Our simple, clear strategy unlocks the passion and spark in each employee, promoting empowerment, entrepreneurial leadership and bold actions that lead to successful execution and strong performance.

We set forth a small set of priorities that are vital to our success and empower our people to use their creative spark to execute them passionately. Organizational

leaders have that responsibility to translate strategy into guidelines that are simple and flexible enough to execute. Aligned to this approach we have identified five mediumterm strategic objectives, mentioned earlier in the report.

We support the achievement of these strategic objectives using the following cornerstones:

Leverage HCLTech’s Established Culture of Empowerment and Innovation

Our culture is both optimistic and realistic, which helps us maintain balance between ambitious goals and impeccable execution. Our simple, clear strategy unlocks the passion and spark in each employee, promoting empowerment, entrepreneurial leadership and bold actions that lead to successful execution and strong performance. We also encourage our employees to innovate and suggest ideas to seize novel opportunities, mitigate unexpected risks and adapt to local conditions, a process we call Ideapreneurship. Our culture of execution and innovation guided by strategy is our recipe for supercharged progress.

Talent is at the Center of Every Decision

As we serve some of the world’s best-known businesses, we enable our people at all levels to enhance their skills,

Management Discussion and Analysis (MDA)

gain a distinct advantage and supercharge their potential. We know that helping our clients stay on top starts by putting our people first. Our business model, operating structures, hiring and talent strategy are aligned to the personal and professional aspirations of our people. Our employee value proposition, ‘Find your Spark,’ is built on four tenets:

Embracing next-gen work environment and culture
Creating enriching job experiences
Delivering employment our people can trust in
Elevating employee experience: inspiring DEI, driving CSR and championing ESG engagement

Enablement to Drive Execution

Strategic objectives must be easy to communicate and achievable in discrete modules. In support of these goals, HCLTech breaks down strategic objectives into specific and multiple strategic initiatives that chart a clear path forward to success. To enable these strategic initiatives, there are a multitude of enablement frameworks in place, be it for knowledge management, collaboration or change management. During the financial year, we established a business enablement team to ensure cross-functional collaboration and issue resolution.

Beyond Benchmarking

Benchmarking is not a goal in itself but a means to achieving a strategic objective. HCLTech respects its competitors and best-in-class companies globally. Through benchmarking, we seek to discover best practices and achievements that are worth adopting. This is done on various aspects of our business with key priorities like stakeholder satisfaction, analyst recognitions, ecosystem competencies, financial performance and return metrics. We avoid relying on benchmarking for competitive convergence or to celebrate our achievements but to push us further to achieve our medium-term strategic objectives.

Embrace Next Generation Opportunities While Gaining from Current Generation

In order to spot disruptions early, be prepared for them and respond effectively, HCLTech has a structured approach of scanning thousands of market signals, identifying strategic risks and converting them into opportunities. This approach has helped us in being a pioneer in the remote infrastructure services industry, being the first services company to create a scalable and profitable products business and in building our breakthrough early career TechBee program for hiring students right after high school. Today, we are looking at opportunities emerging out of GenAI, sustainability and global supply chain realignment for future growth. While constantly looking out for such new signals in the

market, we also look for profitable long-term growth opportunities in our existing businesses. This has been visible in continuing strong traction for our traditional services, while achieving industry-leading growth in digital propositions.

Align the Larger Ecosystem to Strategic Objectives

In addition to aligning everyone internally and getting the message out to managers and employees, we are focused on communicating our strategic objectives to key external stakeholders, including investors, clients, partners, potential employees and the community. This approach helps align our ecosystem of key external stakeholders by communicating precisely where we want to go. It also attracts clients, shareholders, talented people, organizations and communities willing to join us on our long-term journey.

Peter Drucker’s epithet “culture eats strategy for breakfast” is often mentioned to reinforce the importance of culture. At HCLTech, through the intelligent integration of both, we are truly able to supercharge progress and deliver impeccable results.

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Medium-Term Strategic Objectives

Leadership Employer Preferred Weave Deliver top through of Choice in Digital ESG goals quartile TSR differentiated professional Partner for into business over the services and services Global 2000 strategy medium term products across all key enterprises geographies in chosen markets

Strategic Objective 1: Leadership through Differentiated Services and Products

A successful technology business must create relevant and differentiated services and products to address enterprise client needs. The key ingredients are talent and innovation.

Companies that do not prioritize innovation or fail to build relevant portfolios aligned to client needs, usually plunge into oblivion.

When HCLTech produces outstanding services and products, the best people are attracted, for they know they will be involved in innovating with the latest technology to create services and products that make a positive impact. We feed this cycle through a culture of innovation based on ideas like Ideapreneurship.

HCLTech’s service and product leadership helps create applications and systems that address key needs in society, such as sustainability, which can have a huge impact in making the world a better place. Making such a difference attracts both talent and clients.

In this section, we explain how HCLTech is accomplishing the strategic objective to expand its leadership through differentiated services and products.

A Global Leader in Services and Products

HCLTech embodies the DNA of the HCL Group, which was founded in 1976 and has been a pioneer in technology innovation in India. HCLTech’s unique blend of capabilities and its success in building resilient enterprises firmly positions us as one of the most reliable partners in the technology services sector.

HCLTech has been a forerunner in ERS and infrastructure services. Over the last few years, we have also ascended to leadership positions in the digital, cloud and software domains. Leading industry analyst firms including Gartner, Forrester, IDC, Everest, Avasant, HFS, Zinnov and others recognize our continuous strategic evolution and deeprooted strength in technology. Year-over-year, they have rated HCLTech as a leader in a range of specialized capability areas across service lines and industries. For example:

HCLTech is the only service provider to be rated as a Leader in all six Gartner Magic Quadrant reports related to IT services.
HCLTech is the No. 1 player in Engineering and R&D Services and the only service provider among the top two in traditional and digital engineering, recognized by Zinnov.
HCLTech is a well-respected cloud migration and managed services partner. HCLTech is ranked as a Leader in HFS Horizons Cloud Native Transformation Services, 2022; a Leader in 2022 Gartner® Magic Quadrant™ for Public Cloud IT Transformation Services, Worldwide.
HCLTech has strong momentum in digital services domains such as data management and analytics, app modernization and cloud transformation. HCLTech is positioned as a Leader in the Gartner® Magic Quadrant™ for Custom Software Development Services, Worldwide and a Leader in Avasant Digital CX Services 2022-23.
HCLTech started India’s first large-scale enterprise software business, which was profitable from day one.

Management Discussion and Analysis (MDA) 79

HCL Commerce has been named as a Customer’s Choice by Gartner in the digital commerce category. IDC MarketScape has recognized HCL BigFix as Leader across multiple segments of UEM (Unified Endpoint Management). HCLSoftware was named Challenger in the 2023 Gartner Magic Quadrant evaluation for Digital Experience Platform (DXP) and received the highest scores in the business to employee (BtoE) category of Critical Capabilities Report.

Sustaining Services and Product Leadership

The ability to differentiate through continuous innovation is the best way to create sustainable competitive advantage for technology firms. To sustain and protect our services and product leadership, we always seek to push the envelope by building new solutions and centers of excellence (CoEs), refreshing our software offerings, acquiring niche capabilities and investing in industry solutions, labs and partnerships. Here are the specific tactics we are employing to expand our leadership position:

Positioning cloud at the core of our service offerings:

HCLTech is expanding relationships with hyperscalers and other key cloud technology providers to be the leading hybrid cloud consultant and managed service provider. To support medium-term growth, HCLTech is looking beyond cloud migration to create industry solutions with vertically tailored capabilities. We have a growing portfolio of cloud services, underpinned by intelligent automation and a comprehensive partner ecosystem. These capabilities cover the entire cloud spectrum – from platform engineering to cloud native deployment to mainframe services - and can be adapted to address our clients’ specific requirements, maximize business value and facilitate a superior digital experience.

GenAI to drive next wave of growth: HCLTech understands the pivotal role emerging technologies like GenAI will play in unlocking value for its clients. We have been an early adopter of GenAI (for example, Teams Premium, Co-Pilot, etc.) to augment productivity of our developers and enhance our platforms and solutions. HCLTech sees GenAI as a promising and evolving field that has unlocked new services opportunities across four key domains for its clients:

Prompt Engineering: Testing and refining prompts to optimize them for specific tasks
Data Engineering: Creation and capture of GenAI-driven engineering insights
Integration and Orchestration of Intelligent Apps: Orchestration across NLP, GenAI systems, knowledge systems for text, image, video and audio
Responsible AI: An AI system that enables privacy and security besides other attributes like inclusion, fairness, accountability, reliability etc.

Moreover, HCLTech is closely working with all the major hyperscalers on their GenAI stack supporting various efforts through its GenAI Labs. HCLTech’s GenAI Labs support teams in building solutions and services across

various roles and domains including system engineering, process operations and support.

Expanding and evolving the partner ecosystem to enable growth: HCLTech accelerates creation of complete solutions for its customers by adding capabilities and ecosystem partners. Our partner ecosystem is carefully curated and tailored to meet the needs of specific industries. We also partner with the ecosystem developed through venture capital funds and private equity (PE) firms to ensure we connect with the latest technological developments as well as help their portfolio companies to scale up.

To sustain and protect our services and product leadership, we always seek to push the envelope by building new solutions and centers of excellence (CoEs), refreshing our software offerings, acquiring niche capabilities and investing in industry solutions, labs and partnerships.

Expanding services leadership: HCLTech’s services leadership is rooted in how we help clients in driving outcomes at speed and scale by applying our expertise, experience and innovation ecosystem. While retaining our market share in traditional services, HCLTech continues to focus on growth opportunities in digital and next-gen services by launching new offerings and growing them organically and inorganically to effectively cater to client needs better. Along with investments in talent, innovation labs, new delivery location and world-class partnerships, we bring together the expertise and client-centric mindset to build capabilities and offerings to help clients reach their goals. HCLTech makes acquisitions to enhance its offerings. For example, Starschema was acquired to enhance its digital engineering capability and strengthen our presence in Central and Eastern Europe.

Developing vertical capabilities to address client needs: Service providers have much more credibility and success when they have deep domain knowledge on a client’s industry. Such vertical expertise helps HCLTech identify, structure and implement new strategies for optimized digital value chains and better customer experiences. HCLTech’s vertical knowledge is amplified by deep skills in experience design, industry capability definition, agile delivery transformation and organizational agility. HCLTech makes acquisitions when needed to enhance its vertical capabilities.

80 HCLTech Annual Report 2022-23

One such acquisition was Confinale AG, a digital banking and wealth management consulting specialist and an Avaloq Premium Implementation Partner, based in Zurich, Switzerland. Building upon HCLTech’s expanded global partnership with Avaloq and leveraging this acquisition, Avaloq Business Unit (ABU) has been set up, delivering an expanded end–to–end portfolio, ranging from Avaloq platform advisory to implementation and post– implementation services, which strengthens HCLTech’s position as a global leader in digital wealth and asset management.

Building niche product leadership: HCLSoftware is building a niche leadership identity for its software products. Vertically-focused technology investments and industry thought leadership have led to widespread adoption of its products and solutions within niche segments. A central product innovation capability supports all portfolios–including digital transformation, data, analytics and insights, AI and intelligent automation, and enterprise security–and seeks to maintain and expand HCLTech’s niche leadership. Some of the ways by which HCLSoftware is leveraging GenAI capabilities are:

Driving through usage of GenAI transformation of human-led and automation-assisted approach to automation-led and human-assisted approach across workload automation, operational intelligence, selfhealing systems and self-service workflows.
In partnership with hyperscalers, HCLSoftware is using GenAI and creating products that use pair programmer for code generation, test case generation to drive product velocity.
HCLSoftware is also embedding its products like HCL PromptO, which provides automated prompt engineering, model chaining, code generation, LLMs optimization and document summarization, into its portfolio across digital transformation, AI and intelligent cloud and data, analytics and insights, including the four cloud vision (Business Cloud, AppDev Cloud, Automation Cloud and Data Cloud) and business strategy.

Perfecting service delivery: Great ideas and goals only become valuable to clients if they are brought to life through execution. HCLTech’s mastery of technology is leveraged by its robust service delivery framework and effective talent management that have been developed and honed over many years and are embedded in our culture. HCLTech is able to execute projects in its clients’ home countries as well as nearshore locations like Mexico and New Vistas locations in smaller cities in India, the U.S. and Europe. This broad menu of choices for how to design delivery of projects spread across many geographics speeds execution, stems attrition and brings more stability to operations and more value to clients.

experiments for customers using disruptive technologies such as AI/ML-enabled automation, quantum, 5G, confidential computing, sovereign cloud and open source.

Our Enterprise Technology Office (ETO) tracks, identifies and analyzes the emerging technologies and cutting-edge innovations that have potential to transform enterprises. The goal is to ensure HCLTech never falls prey to the “innovator’s dilemma” by ignoring the disruptive impact of new technologies that can have a surprisingly large impact. By analyzing these trends and others, we can identify when emerging technology becomes relevant and actionable to help build differentiated products and services for our clients. ETO’s current research focus includes AI, cloud, quantum computing, low code/no code, immersive experiences, 5G, humanoid robot collaboration and blockchain.

Cultivating innovation through Ideapreneurship: HCLTech is a globally recognized leader in the industry, but we’ve never forgotten our startup mindset. We always approach our work with an idea-first attitude, because each one of our accomplishments, no matter how big or small, can be traced back to a single spark of an idea. It’s that spark, or the inner drive, that sets our people apart from our competitors. It enables us to pull off game-changing feats and better our world in the process. We help our clients stay on top by putting our people first.

We have many enabling platforms to create and sustain this people-centric culture. The practice of Ideapreneurship is one of the main pillars of our internal idea-driven mindset. Ideapreneurship has become a selfsustaining, self-inspired, innovation engine that drives HCLTech forward and prepares us as an organization of the future. Ideapreneurship is enabled by the Value Creation Portal, a grassroots innovation platform that brings together and organizes the diverse perspectives and experiences of our team. Over 28,000 unique employees leveraged Value Creation Portal in FY23, generating, reviewing and approving 15,000+ ideas and implementing 7,600+ ideas that delivered customer signed-off value worth $1.4 billion.

As part of our dedication to innovation, we work internally to build and maintain organizational muscle, coordinate large ecosystems, expand vertical domain knowledge, embrace new technology, acquire companies and aggressively identify threats and opportunities related to our services and products.

Identifying and investing in next-gen offerings: HCLTech invests heavily in research using a variety of labs, frameworks, platforms and technologies and then seeks to capture that knowledge so that it can be reused in multiple engagements. We invest in creating labs, industry use cases, minimal viable product and proof of value

Management Discussion and Analysis (MDA)

Awards for Vertical Industry Solutions

Awarded Partner of The Year for Life Sciences and Healthcare

by Microsoft for our focus on industry solutions and momentum shown in joint pursuits. We are also a strategic partner of Google in Life Sciences and Healthcare.

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Named a Leader and Star Performer in Everest Group’s

Application and Digital Services (ADS) in Property & Casualty (P&C) Insurance PEAK Matrix® Assessment 2023.

Rated as a Leader

in IDC MarketScape for Manufacturing Intelligence Transformation, Consulting, Worldwide, 2022 Vendor Assessment.

Positioned as a Leader

in ISG Digital Banking Services - Technology Transformational Services for Digital Banking in 2022.

Named as a Leader

in Avasant’s Manufacturing Digital Services 2022-2023 RadarView[TM] .

Recognized as a Leader

in HFS Top Capital Markets Services Providers for FY22.

Received Frost & Sullivan’s

2022 Enabling Technology Leadership Award in the Disruptive Aerospace Solutions, Global category.

Positioned as a Leader

in ISG Provider Lens for Media and Communication Services – Communication Next-gen IT Services – U.S., 2022.

Positioned as Visionaries

Recognized in ISG

Provider Lens[TM] – Oil and Gas Industry – Services and Solutions 2022 - Leader in North America in Enterprise Asset Management, Next-Gen IT/OT Services, Data Management and Cloud Computing.

in Gartner MQ for IT Services for Communications Service Providers, 2022.

Recognized as Star Performer and Leader

in Healthcare Provider and Payer Digital Services PEAK Matrix Assessments 2022 by Everest.

82 HCLTech Annual Report 2022-23

Our employees at the Portugal office during a design thinking session.

Strategic Objective 2: Employer of Choice in Professional Services Across all Key Geographies

Talent will always be the key differentiator for companies in the technology industry. Organizations with an effective, long-term strategy for attracting highly skilled and motivated employees and for training them in the skills needed to make progress will be the winners. Talent strategy is especially crucial for HCLTech because its global enterprise clients expect the best talent available to meet their challenges. Our multi-pronged talent strategy has proven to be quite successful and will ensure we maintain our position as an employer of choice around the world and as a leader in technology services and products.

HCLTech’s Talent Today

HCLTech’s current headcount reflects the success of the company’s talent strategy. As of March 31, 2023, we had 225,944 employees across 60 countries. Total number of employees rose by more than 17,067 in FY23 and IT services voluntary attrition rate during that period fell from 21.9% to 19.5%. We have doubled nearshore headcount in the last three years and expanded our New Vistas locations.

HCLTech takes a hands-on approach to recruiting, seeking to directly engage and hire employees rather than use placement agencies. More than 75% of our hiring today is direct, which keeps us connected with the talent pool.

Global Recognition as an Employer of Choice

In FY23, various experts and analysts around the world recognized HCLTech as an employer of choice in professional services:

Recognized as Top Employer in 25 countries by Top Employers Institute and rated as No.1 employer in 18 countries
Included in Forbes list of World’s Best Employers (2022) in Professional Services category
Included in Seramount’s Global Inclusion Index in 14 countries. Placement on the index recognizes HCLTech’s efforts and commitment to the four focus areas of the Index: Transparency and Demographics, Best Practices in Recruitment, Retention and Advancement and Corporate Culture and Accountability
Included in 2023 Bloomberg Gender-Equality Index for the third consecutive year with an above average score. This reference index measures gender equality across five pillars: Leadership and Talent Pipeline, Equal Pay and Gender Pay Parity, Inclusive Culture, Anti-Sexual Harassment Policies and External Brand

How Our Talent Strategy Works in Practice

Attracting and retaining talent as well as reskilling and upskilling employees in line with changing technology

Management Discussion and Analysis (MDA) 83

landscape are critical to an organization’s success. HCLTech’s successful process for these employee goals is a major differentiator in the talent market. Our people practices are the outcome of years of work that resulted in key insights on how to attract and develop talent. Here’s a quick tour of our priorities.

Focusing on Gen Z Hiring: A Requirement to be the Best

Our programs to attract and recruit Gen Z talent are a crucial part of our strategy and have given us a headstart as a leading employer for this generation. Gen Z employees represent 24% of our staff today and we expect this number to grow to 40% by FY25. They are attracted to companies committed to pursuing excellence and making positive contributions to the society at the same time. We have attracted Gen Z talent by focusing on our mission to help communities, increasing entry level hiring, improving on our DEI and ESG performance, creating a culture of trust and empowerment, offering a virtual-first, hybrid operating model, democratizing training and personalizing career paths. Such efforts enable HCLTech to supercharge the careers of Gen Z candidates.

Developing Entry Level Talent

HCLTech has doubled entry level hiring in the last three fiscal years. This has allowed us to engage with Gen Z candidates earlier than our peers. As part of this, our TechBee program seeks to recruit highly talented Class 12 graduates. Our career development framework ensures that entry level hires are adequately trained, provided opportunities to work on new challenges and recognized for their contributions, while also enabling them to pursue higher education.

Managing Careers of Rebadged Employees

Managing careers of rebadged employees, who are hired indirectly through client projects, is a crucial element to be addressed. We have a mature process for seamless onboarding of such employees to HCLTech. We have integrated more than 40,000 people across 50 countries so far.

Driving New Vistas and Nearshore Programs

Our New Vistas and nearshore programs are talent access models that allow us to leverage talent pools in India and new markets across the globe beyond the traditional centers. These programs bolster our track record of employing a local workforce and increasing diversity. New Vistas locations in India have expanded to support delivery operations of all our service lines and have higher talent retention rates. Employees from these centers account for 13% of our India headcount. We have nearshore operations with over 20,000 employees in 20 countries, including Romania, Sri Lanka, Philippines, Canada, Guatemala, Poland, Mexico and Brazil. We expanded our nearshore operations to Costa Rica, Morocco and Hungary in FY23.

Today, we operate from tier 2 cities like Lucknow, Madurai, Nagpur and Vijayawada, and intend to expand to more tier 2 and tier 3 cities in India. The workforce at these locations, which have much higher rates of talent retention, represents 13% of our India headcount. We have nearshore operations with over 20,000 employees in 18 countries including Romania, Sri Lanka, Philippines, Canada, Guatemala, Poland, Mexico and Brazil, and in Costa Rica, Morocco and Hungary, where we scaled operation in FY23.

At HCLTech, we are supercharging careers of our people by helping them find their spark.

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Adopting a Virtual-first, Hybrid Operating Model

Our virtual-first, hybrid operating model allows our employees to work remotely when needed. This is a people-centric approach that offers increased flexibility, opportunity, access and empowerment to our staff. We believe this model enhances our managers’ ability to drive productivity and performance and improve the employee experience. Our technical expertise in the digital workplace has enabled us to embrace hybrid workplaces effectively and efficiently.

Training the Talent

HCLTech’s innovative approaches to training, reskilling and upskilling ensure its employees are future ready. In FY23, we trained nearly 70,266 employees in digital skills and 151,882 in core skills. Nearly 24,000 employees have benefited from behavioral and leadership skill development courses. Overall person-hours invested during this year is 9.4 million.

Democratized training allows employees to self-enroll to gamified courses to acquire niche skills. As a result, internal fulfillment has increased and more than 15% of the demand in skills predicted to be in high demand are now fulfilled by upskilling.

HCLTech supercharges the careers of its people by offering abundant opportunities for training so that everyone has a chance to find their spark and grow. Democratized training allows employees to self-enroll to gamified courses to acquire niche skills. As a result, internal fulfillment has increased and more than 15% of the demand in skills predicted to be in high demand are now fulfilled by upskilling. Key areas for skill development include VR/AR/MR/metaverse, Web 3, AI, blockchain, edge computing, silicon as a platform and 5G/6G applications. Talent development centers of excellence have received a variety of awards and other recognition:

Talent Development CoE won a gold award in Brandon Hall Group Excellence Award in the Best Advance in Creating a Learning Strategy Category 2022.
“Leaders in Action” Certification Program won a bronze award in the Best Hybrid Learning Program category. This program strengthens the high potential leaders in middle management to be equipped with critical-tosuccess and future-ready competencies.

Improving Employee Experience

HCLTech views the reporting manager as the primary enabler of a positive employee experience. We support and train managers to succeed in this crucial role through a program of 360 degree assessments, which has been in place for more than a decade. To improve transparency of performance assessments, we have enabled business leaders with dashboards based on privacy, thus preserving methods for listening to employees. This allows managers to improve their communication and outreach and become more responsive to evolving employee needs and sentiments. Employees can also document their “wow” moments enabled by their managers that result in internal recognition at HCLTech, which encourages more positive behavior.

Nurturing Future Leaders

HCLTech consciously nurtures leaders within the organization. Through a structured process, every year we identify leadership positions that are more critical than others, leadership personnel whom we judge to be making a difference to our competitiveness, leaders who could be at attrition risk based on our analytics and leaders who have the potential to take on significantly more responsibilities. As part of our succession planning, we also identify immediate and medium-term successors for leaders two levels down from the CEO and higher. Our next-generation leaders are chosen systematically based on performance track record, leadership potential, credibility and possessing the necessary exposure to grow further. Next-generation leaders receive mentorship and training and then establish proof of readiness to prepare them for more responsibility. We have specific goals to generate future executive leadership from the nextgeneration cohort, including future women executive leaders. Our leadership is remarkably stable with extremely low attrition rate over the last few years.

Expanding Diversity and ESG

Employees expect HCLTech to be a leader in diversity and ESG. Living up to this expectation is a key factor in attracting top talent. HCLTech is committed to building a diverse workforce across multiple dimensions in a verifiable and measurable manner. Diversity progress includes:

Hiring local talent in our geographies, which has increased the share of local employees so that now nearly four out of five employees in the major geographies we operate in are locals.
Improving gender diversity from 28% to 29.2% during FY23.
Establishing policies and guidelines to enable an equitable working environment for people with disabilities along with technological and infrastructural accessibility features.
Running recruitment campaigns to bring LGBTQIA+ talent into the organization.
Tailoring policies for regions: for example, establishing Martin Luther King Day as an HCLTech public holiday in the U.S.

Management Discussion and Analysis (MDA) 85

We continuously benchmark ourselves in the Diversity, Equity and Inclusion (DEI) space and have received numerous awards.

future. Our commitment to ESG through Act, Pact and Impact is fueled by employee volunteering, which is supported by policies and a strong culture of contributing to the community.

DEI Awards Received by HCLTech:

Recognized by The Times of India and Ask Insights as the Diverse Company of the Year 2022
Received Brandon Hall excellence awards: Best DEI Strategy, Best Advance in Leading DEI Initiatives, Best Advance in Leadership Development for Women, Best Learning Program for Unconscious Bias Awareness and Best Use of ERG for DEI
Included in 2022 Avtar & Seramount’s 100 Best Companies for Women in India, “Exemplar of Inclusion” in Most Inclusive Companies’ Index
Included in Seramount’s 2022 Global Inclusion Index. HCLTech Allearned a spot in 14 countries
Recognized with Silver award in India Workplace Equality Index 2022

HCLTech also has mature ESG programs that deliver longlasting impact through our actions as a company and through our pacts with stakeholders for a more sustainable

Simplifying Processes and Systems

As our hiring and employee management processes have become digitized, HCLTech is engaged in comprehensive efforts to simplify its policies, processes and systems of administration and approval. We strive to make the employee-organization interface as transparent, frictionless and satisfying as possible. This journey involves restructuring hire-to-retire processes to enable quicker onboarding, creating an intuitive user interface, adding more support from analytics and data science and increasing self-service through automation and bots.

Our holistic approach toward talent strategy, our relentless focus on training our employees and our efforts to diversify our talent pipeline to be future ready have continued to put us at a position of strength in the market. We will sustain our efforts to nurture and empower our employees to ensure that they continue to deliver extraordinary experience and supercharge progress for our clients.

HCLTech is committed to building a truly diverse and inclusive organization.

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Strategic Objective 3: Preferred Digital Partner for Global 2000 Enterprises in Chosen Markets

HCLTech seeks to be the preferred digital partner for Global 2000 enterprises, a strategic objective aligned to the long-term value of building deep, strategic client relationships as a trusted partner. About 70% of enterprise IT spending comes from G2000 or equivalent firms. Around 85% of the global technology spend comes from 15 countries.

HCLTech seeks to identify companies that have, or will have, large technology budgets for transformative technology adoption. In addition, we have identified a set of fast-growing or large countries, apart from our core geographies, for future growth as focus and new frontier markets. We are selective about the kind of clients we want to pursue in order to align our resources to the most profitable and scalable markets and support high growth. Our clients demand the best of technology and have a high bar for the quality of people and services. Meeting these expectations helps HCLTech raise the bar internally, which strengthens its talent, leadership and brand.

Our Client Universe

To identify potential clients for our services business, we focus on G2000 and G2000 equivalent companies such as privately held or government-owned entities. We also have a special program to work with the fastest-growing digitalnative companies that are on a rapid growth track toward achieving G2000 status. This ensures we engage early with the right clients and don’t miss out on potential growth opportunities. HCLSoftware has its client universe which is broader and is consistent with the business objectives of a software business.

Our Geographic Markets

HCLTech has categorized geographical markets by size, growth stage and its participation rate.

Core markets represent the regions that are large technology consumers and where HCLTech already has a strong base, such as the United States, United Kingdom, Nordics (Sweden, Finland, Norway and Denmark), Singapore and Netherlands.

Management Discussion and Analysis (MDA) 87

Focus markets represent geographies where the technology spend is already significant and companies are increasing their outsourcing and offshoring. Germany, Australia and New Zealand (ANZ), Canada, France and Japan are classified as Focus markets.

New Frontier countries are the fastest-growing countries with large economies and growing technology spend, especially digital spend. HCLTech has a growing presence in these markets, which have huge potential. These are Mexico, Brazil, Iberia (Spain and Portugal), Taiwan, South Korea, the Middle East and Vietnam.

FY23 Revenue Profile

HCLTech’s current revenue comes from a healthy mix of clients spread across numerous verticals and geographies.

Over the last five years, the company has added a substantial number of marquee clients across various revenue categories. During this financial year, HCLTech added three clients in the $100 million+ category, three clients in the $50 million+ category, 13 clients in the $20 million+ category and 104 clients in the $1 million+ category. HCLTech ended FY23 with the number of $100 million+ clients at 19, with its top 20 clients contributing 27.8% to the company’s revenue.

Client mix by revenue contributions

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Client category FY22 FY23
$100 million+ 16 19
$50 million+ 43 46
$10 million+ 208 229
$5 million+ 349 375
$1 million+ 882 939
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HCLTech’s services revenue growth of 15.8% had significant contributions from all major verticals, led by the Technology & Services vertical and the Telecom, Media, Publishing and Entertainment verticals, with which grew by 22.5% and 22.4% respectively, in constant currency. In terms of geographic revenue growth, Europe, Americas and the rest of the world (RoW) registered 20.5%, 14.4% and 11% growth respectively in constant currency.

FY23 contributions across verticals

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[ Financial Services] 20.7% [ Public Services] 10.2%
[ Manufacturing] 19.1% Retail and CPG 9.1%
[ Life Sciences and ] 16.9% [Telecommunications, ] 9.2%
Healthcare Media, Publishing and
[ Technology and ] 14.9% Entertainment
Services
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Key Wins

HCLTech won 50+ large deals in FY23 across services and products. Here are some of the most significant deals:

A U.S.-based financial services company selected HCLTech as its preferred partner for the transformation and modernization of its IT landscape across the annuities, life insurance, health insurance, advice and CRM portfolios.
One of the largest healthcare services providers in the U.S. selected HCLTech as its strategic technology partner in a multi-year engagement to manage end-to-end technology operations.
A European health and bioscience company signed an integrated IT-led business transformation deal with HCLTech.
A U.S.-based Fortune 300 financial services company selected HCLTech to lead its global technology transformation program.
A leading multinational toy manufacturing and entertainment company selected HCLTech to enable its future direction and product operating model along with continued digital transformation journey.

88 HCLTech Annual Report 2022-23

The ODP Corporation selected HCLTech as its primary IT partner to manage end-to-end IT operations and enterprise-wide digital transformation.

Go-To-Market Overview

HCLTech’s go-to-market (GTM) strategy has been honed over decades to identify the best way to reach the most desirable client companies and cater to their needs. Our multi-pronged approach supports GTM programs focused on business segments, verticals, geographies and ecosystems.

Each business segment has its own GTM organization focused on the client stakeholders and their needs. Inside each geography, vertical-led sales organizations help make sales that require domain expertise, dynamic technology architecture and resilient go-to-market strategies. The vertical sales organization covers all major verticals and has been a key contributor to HCLTech’s industry-leading financial performance.

The services and products that are brought to market are constructed by a team of seasoned solution architects, subject matter experts and business development leaders with strong domain expertise. These teams work closely with clients to develop and implement service offerings, products and platforms to address business challenges leveraging the technology solutions.

When needed, HCLTech’s offerings are developed and delivered in collaboration with its strong global network of ecosystem partners.

Our priorities for being the preferred digital partner

We pursue the objective of becoming the digital partner of choice for G2000 companies through a comprehensive approach. Here are a few of the specific ways HCLTech is working to achieve this objective.

Expanding Our Leadership through Differentiated Services and Products

In order to be the preferred digital partner of the G2000, HCLTech must excel across all strategic objectives. Each one of the five strategic objectives support, amplify and reinforce one another. The objective to expand our leadership by providing great services and products supports our efforts to be the preferred digital partner of the G2000 by providing our teams with the ingredients to solve the most complex challenges. The ability to deliver is the cornerstone of attracting and keeping high quality G2000 clients. By mastering cloud and emerging technologies, creating vertical competencies, making selective acquisitions, promoting innovation through Ideapreneurship, supporting a partner ecosystem, perfecting service delivery and building our own enterprise software products, HCLTech offers a wide range of services and products for G2000 clients.

Listening and Learning from our Clients

HCLTech’s Customer Advisory Board (CAB) consists of CXOs from our most strategic accounts across a variety of industries with varying tenures of working with HCLTech. The CAB member perspectives, insights and directional guidance help HCLTech better address customer needs and ensure our value propositions and services continue to deliver real value to our customers. The CAB provides a forum where clients can learn from the experiences and best practices of their professional peers in other industries. By creating a platform for continued learning through sharing of best practices, the CAB ensures that HCLTech will continue to be considered the partner of choice as members explore and implement nextgeneration solutions.

Maintaining a Consistent Client Cadence

Through a governance framework called CREST, HCLTech has institutionalized the process of cadence meetings, the process of checking in regularly with clients. Across all engagements, CREST provides a supporting technology platform to initiate a dialogue with clients and understand how HCLTech can help them achieve their goal. CREST works along with various tools and processes that allow for comprehensive account planning and reporting and to keep all stakeholders engaged on the same agenda.

Listening Through Client Satisfaction Programs

HCLTech measures and promotes client satisfaction through a variety of programs to track various customer satisfaction indexes (CSATs). Project CSAT (PCSAT) is used to monitor client satisfaction for each project. Once a year, an independent third party conducts an accountlevel CSAT (ACSAT) to provide a health check on client engagement and relationships, benchmarked against competitors. Clients have the option to remain anonymous and share candid feedback. As part of this program, every entity at HCLTech gets a computed CSAT, a net promoter score (NPS) and a synopsis of client feedback to help it improve and work on specific requests from clients.

The CSAT program has helped HCLTech increase its overall client experience index to the top quartile and maintain that position in the last few years.

Enhancing the Go-To-Market Ecosystem

Advisors and analysts who help identify client priorities and recommend roadmaps are as important as our clients. We have dedicated programs to ensure that this important group is kept abreast of our propositions and that we learn from them. Our programs to work with industry analysts, sourcing advisors and deal consultants help us:

Management Discussion and Analysis (MDA) 89

Obtain market and customer insights so that HCLTech is able to effectively refine current offerings and develop new offerings that are most relevant for clients and prospects.
Establish HCLTech as an industry leader in Digital Services, Digital Foundation Services, Engineering and R&D Services and HCLSoftware through effective engagement with this community.
Share HCLTech’s strategy and investment priorities for supporting client growth so that analysts and advisors are able to clearly articulate HCLTech’s value proposition to clients and prospects.

Developing Client-facing Talent

HCLTech is committed to developing go-to-market sales, practice and delivery teams and training the right leaders for the right roles. HCLTech’s sales development programs equip sales teams with the tools, training and knowledge to empower them to become trusted advisors to the client. The programs also help them to hone their skills to serve existing clients effectively.

Improving Business Enablement

HCLTech’s enablement framework supports the sales and solutions teams by providing them with modern technology platforms, simplified business processes and advanced analytics. For example, our integrated visibility platform enables sales organizations to create, manage and review opportunities in real time including all relevant market intelligence. Other systems help automate and streamline account planning, invoice generation and account-based marketing. An internal knowledge management system helps increase organizational learning and collaboration among team members to facilitate faster decision-making and achieve competitive advantage.

Positioning for the Future

The company’s brand transformation establishes a new, distinctive identity underpinned by a compelling brand purpose, position and narrative of Supercharging Progress, reflecting its commitment to clients, people, communities and the planet. This positioning emphasizes our differentiated services, products and platforms as transformation superchargers for businesses at speed and scale. Our employee value proposition, ‘Find Your Spark,’ complements our external brand and positions us as a global employer brand of choice to attract the world’s top tech talent.

The reinvigorated brand has galvanized the company and is at the heart of our business go-to-market, talent outreach, employee engagement and commitment to communities and ESG imperatives.

HCLSoftware’s Go-To-Market Strategy

HCLSoftware serves both enterprise and mid-market clients through a direct sales organization, channel partners and embedded offerings through OEM providers. HCLSoftware’s GTM strategy is designed to address the

unique characteristics of its sales process and target market. The following are our focus areas to ensure future success:

Shift to XaaS model and Subscription Pricing: We now have as-a-service model along with subscription-based pricing model for enabling better value and experience for its customers. This is expected to mutually benefit customers as well as HCLSoftware in terms of business growth.
Renewed Business Partner Strategy: HCLSoftware is revamping its business partner strategy and some of the initiatives underway are personalization of the partner portal, setting up of training academy for Business Partners, etc.
New Marketing Initiatives: HCLSoftware is moving on a path to product-centric launches and marketing initiatives across geographies. These are focused on joint marketing campaigns with business partners and focused efforts on brand building and positioning of products. This is expected to boost customer mindshare and preference for HCLSoftware products.
Industry Cloud as part of Product Strategy: HCLSoftware is moving forward with an AI-based cloud strategy for moving to industry-oriented clouds to handle the existing expansions and address the new market opportunities swiftly.

By executing on all the strategic objectives and the programs just described, HCLTech creates the conditions in which G2000 and G2000-equivalent firms will overcome their most vexing challenges and transform their businesses with our offerings.

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HCLSoftware is accelerating Scuderia Ferrari’s
digital transformation journey.
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90 HCLTech Annual Report 2022-23

HCLTech’s ESG initiatives are helping local communities make significant progress.

Strategic Objective 4: Weave ESG Goals into Business Strategy

We have made Environmental, Social and Governance (ESG) factors, aligned with United Nations Sustainable Development Goals, an integral part of our business strategy. By leveraging our sustainability expertise, we want to achieve two objectives: to meet our own sustainability goals and to help our clients achieve their sustainability goals and create a positive impact for all stakeholders. We believe there is a tremendous business opportunity to address client needs in this space and we are evolving an integrated value proposition.

reducing absolute scope 1 and 2 emissions by 50% by 2030 and using 80% renewable energy by 2030. We also intend to maintain zero discharge and waste to landfills from our facilities. Our social goals involve improving ESG knowledge and gender diversity, with a target of 40% women in the workforce and 30% gender representation in senior leadership by 2030. Lastly, our governance goals include strengthening our sustainable supply chain, integrating ESG into risk management and internal audit and becoming a recognized leader in information security and data privacy.

Our Approach and Goals

We anchor our sustainability approach to three guiding principles:

Act: Acting in the most responsible and sustainable manner and ensuring every resource is used efficiently to maximize value.
Pact: Working for a sustainable future, in collaboration with our clients, partners, communities and all stakeholders.
Impact: Focusing on creating sustainable impact through all initiatives and activities.

We have targets for each ESG focus area. We have set ambitious environmental goals to help combat climate change including achieving net-zero emissions by 2040,

Achievements

HCLTech made significant progress toward its sustainability commitments (see our Integrated Report). One key initiative is the HCLTech Sustainability School launched in November, 2022. This program includes a comprehensive climate literacy learning series developed by AXA Climate, designed to raise awareness of climate change and its impact on the environment and communities. Through the HCLTech Sustainability School, we have provided an opportunity for all our employees with tools to learn to reduce their carbon footprint and positively impact the environment, thereby becoming sustainability champions.

Management Discussion and Analysis (MDA) 91

Recognitions

Our ESG approach was recognized by top global assessment platforms and investors, including Sustainalytics, S&P CSA, FTSE4Good Index Series, MSCI, CRISIL, EcoVadis and ISS. HCLTech was designated an Industry Mover in the S&P Global Sustainability Yearbook 2023 and received an “AA” from MSCI ESG Rating. We were also named one of the best-performing ESG companies in our industry and region by Sustainalytics and received the highest “A” rating from CDP for Supplier Engagement on Climate Change.

Corporate Social Responsibility – HCL Foundation

HCLTech integrates corporate social responsibility (CSR) into the core of its business, aiming to contribute to the socioeconomic and environmental advancement of the planet, while adhering to the UN global Sustainable Development Goals (SDG). Our new brand positioning—Supercharging Progress—emphasizes the importance of delivering swift, scalable and sustainable value to our “Communities” and “Planet” alongside “Clients” and “People.” Our Global CSR Policy focuses on environment, health, education and disaster risk reduction

and response. The HCL Foundation leads our CSR efforts in India where its initiatives have impacted more than 5.13 million lives. In addition, the Foundation helped harvest 32 billion liters of water, contributing to the conservation of natural resources in the region.

Helping Enterprises Achieve Their Sustainability Goals

We help leading global enterprises achieve sustainability goals by leveraging our digital transformation expertise and sustainability-focused solutions. We understand the unique challenges enterprises face in their sustainability journeys, including regulatory compliance, circular supply chains, process transformation and technology systems. As a trusted partner, we collaborate closely with our clients to help them proactively act on sustainability initiatives across their entire value chain. Our deep understanding of materiality considerations and business processes enables us to execute sustainability strategies that drive real impact and create long-term value for all stakeholders.

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Supercharged HCLTech volunteers during the One Tree Planted plantation drive in Brazil.
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92 HCLTech Annual Report 2022-23

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HCL Foundation is working with local communities to provide education opportunities to the underprivileged.
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We provide the following offerings as part of sustainability services as part of our engineering offerings:

Sustainable Product Design and Engineering

Designing sustainable products to extend their life cycle, improve reliability, reusability and recyclability
Utilizing digital twin, extended reality (XR) and simulations to reduce material waste and carbon emissions during the design phase

Sustainable Manufacturing and Operations

Improving productivity and reducing waste through logistics and material flow optimization, plant layout design and optimization
Offering predictive maintenance solutions to avoid potential equipment issues and costly downtime

Sustainable Packaging

Designing sustainable packaging to enable reuse and return of packaging materials
Using material engineering to incorporate recyclable or biodegradable materials in packaging

Sustainable Supply Chains and Ecosystem

Developing a digital platform to enable a circular economy
Implementing environmentally responsible sourcing and supplier screening
Providing an online marketplace to buy, sell and

offer new data-led services for waste, recycled or remanufactured materials and products

HCLTech’s sustainability approach is a three-step process that includes:

Assess and advise
Reimagine and re-engineer
Reporting and insights

Our Simplified ESG Analytics Platform, for example, integrates data from external ESG data providers, providing end-to-end analytical and reporting capabilities. Meanwhile, our Track and Trace IoT and Business Process Management solution helps clients optimize delivery routes, reducing fuel consumption and greenhouse emissions. Our AR Remote Assist solution enables remote site visits, reducing emissions and costs. Our partnerships with AWS, Azure, Waterplan and Winnow help us create bespoke ESG solutions for clients. With our CloudSMART approach, we help clients reimagine their cloud journey with a sustainability-first mindset, driving down emissions and improving overall sustainability.

We are committed to driving sustainability not just within our own operations but also by helping our clients achieve their ESG goals. Our comprehensive suite of sustainabilityfocused solutions and services combined with our own ESG initiatives enable us to make a positive difference in the world. Together with our clients, we can contribute to a more sustainable and equitable future for all.

Management Discussion and Analysis (MDA) 93

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Prateek Aggarwal, Chief Financial Officer, HCLTech, at the U.S. Investor Day,
sharing insights on the company’s performance and growth plans.
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Strategic Objective 5: Deliver over the Medium Term Top Quartile TSR

HCLTech is one of the world’s largest

technology services company by market cap as of March 31, 2023, thanks to the market’s trust in our differentiated offerings, strong client base and ability to deliver. For the past decade, we’ve delivered the top quartile total shareholder return (TSR) among our peer group. Our commitment to growth, profitability, return ratios and intelligent use of capital will help us continue this trend and deliver top quartile TSR. To drive toward this goal, we focus on the following strategic priorities:

Organic Growth

HCLTech’s growth strategy centers around seizing opportunities in markets worldwide. A consistent and sustainable pipeline resulted in winning $8.85 billion new deals in FY23, an increase of 6.6% over FY22. Over the last 10 years, our revenue compounded annual growth rate (CAGR) of 10.7% in constant currency has been much stronger than the industry. In the past two years alone,

we expanded our reach to more Focus and New Frontier markets and increased our focus in Core countries. This resulted in strong growth in our business segments–IT and Business Services (ITBS), Engineering and R&D Services (ERS) and Product & Platforms (HCLSoftware)—which saw growth rates of 15.6%, 16.8% and 1.8% (excluding FY22 divestments) respectively in constant currency during FY23.

Sustainably Increasing Profitability

We aim to improve our profitability range to pre-COVID-19 levels over the medium term. To do so, we are doing the following.

We invested in new talent at HCLTech, ramping up our entry level hiring from 5,911 in FY19 to 22,859 in FY22. In FY23, HCLTech hired 26,734 freshers, with a good portion of people (over 18%) recruited through its unique TechBee program. This initiative involves hiring the best high school graduates worldwide and providing them with relevant skills to perform assured entry level IT jobs within HCLTech while enabling them to pursue university education through partner institutions.

94 HCLTech Annual Report 2022-23

To ensure efficient operations, we are streamlining our processes for freshers and laterals, focusing on improving the time to bill by investing in pre-employment training through online programs or partnerships with educational institutions. By optimizing our hiring and training engines, we can improve utilization and better serve our clients.

We expanded our global reach by investing in 20 new delivery locations with a total capacity of approximately 22,000 people. This enables us to leverage local time zones, language and cultural affiliations while operating in proximity to our clients to minimize risks. Through these nearshore delivery locations, the company can serve clients in a more cost-efficient manner. Automation tools and software further minimize manual effort and increase efficiency. We intend to double our nearshore headcount in the next few years to serve clients with a flexible delivery approach.

Prudent Capital Allocation

We are committed to improving our return on invested capital (ROIC) and have also meaningfully improved the disclosures on this important metric. The overall ROIC for HCLTech is 30.4%, up 150 bps YoY in USD terms. The ROIC for HCLTech Services and HCLSoftware are 37.3% and 15.5% respectively.

Medium-Term Payout Commitments

In October 2021, the HCLTech Board announced a clear plan for allocating capital over the next five years. According to this plan, at least 75% of net income would be paid to investors cumulatively from FY22 to FY26. In FY22 and FY23 the company had a payout ratio of 88% and 87.5%, respectively.

Selective Acquisitions

Our approach to inorganic growth opportunities is disciplined and pragmatic. We focus on building scale and capabilities through small, selective acquisitions that enhance our capabilities, improve speed to market, expand strategically important geographies and complement existing product offerings. In keeping with these priorities and our commitment to organic growth, we have not made any large acquisitions in the past four years. Our Integration and Performance Management Office ensures smooth integration and rapid value creation by coordinating internal stakeholders responsible for the integration process.

Working Capital Management

HCLTech manages its money efficiently, invoicing and collecting payments quickly to reduce the amount of money tied up in working capital. The company has maintained a superior OCF/NI conversion rate as compared to its peers at an average of ~127% over the last five years and will sustain robust cash conversion average for the next two years at ~120%.

Investor Relationships

HCLTech values regular communication with investors and analysts and have made it an integral part of our core governance philosophy. We believe our investors and analysts add significant value to our business strategy through their insights. We demonstrate this through our increased commitment to market engagement with various measures that include benchmarking our disclosure norms and improving them on an ongoing basis. We also host regular sessions with investors and analysts, including two held this financial year in Mumbai, India (May, 2022) and New York, U.S. (December, 2022).

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Management Discussion and Analysis (MDA) 95

Risk Management

At HCLTech, we understand the importance of risk intelligence and management to achieve our strategic objectives, protect stakeholder value and deliver quality services to clients.

The ERM program is based upon ISO 31000:2018 Risk Management standard and COSO ERM Integrated Framework. In addition, our Risks Intelligence framework helps in identifying and managing the external risks covering the PESTLE (Political, Economic, Social, Technological, Legal and Environmental) factors. This enables HCLTech to effectively manage the diverse categories of risks that may impact our strategic plans and provides an environment to bring together the best of technology and our people to supercharge progress for our clients, people, communities and planet.

Risk Governance and Oversight

The Risk Governance and Oversight function is led by the Board of Directors and Risk Management/Audit Committee, which plays a pivotal role in framing and reviewing our ERM policy as well as identifying and assessing key business risks of our organization.

The key executives and working officials of the company share responsibility for managing risks through the risk committee and risk ownership. The ERM initiative is driven across the organization by the Risk and Compliance Apex Committee (RCAC), Chief Risk Officer (CRO), ERM Working Group and Risk Owners.

Risk Owners are individuals who understand a given risk better and can contribute mitigation of the risk. The Risk Owner is typically a senior executive from a line of business (LOB) or enabling function responsible for driving and monitoring the progress of mitigation strategies. The Risk Owner is also responsible for coordinating risk management activities for their respective LOBs, enabling functions and geographies and facilitating the flow of information to the ERM Working Group.

Our risk management organization is structured to integrate risk management practices seamlessly with our business strategy and operations:

Risk Governance Structure

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• Tone at the top
Board of • Transparent risk oversight
Directors • Setting culture toward effective risk management
• Review the risk appetite of the company on a periodic basis
Risk Governance
& Oversight • Review the adequacy of risk management system
Audit Committee / Risk • Monitoring the environment for risks / opportunities
Management Committee • Assist the Board in framing, implementing and
monitoring ERM plan
• Lead the risk management initiative
Risk and Compliance Apex • Ensure key risks are brought down to acceptable levels
Committee (RCAC), • Assist the Board and the Executive management in
Risk Committees Chief Risk Officer determining organization’s ERM objectives and direction
and Management • Implement risk reporting mechanism
• Facilitate execution of ERM practices in the enterprise
Enterprise Risk Management • Working with business and risk owners in deploying
Working Group mitigation strategies
• Periodic update to the executive management
Risk ownership
• Timely updates and review of risk register
• Implement risk management initiative based on
Line of Business – Risk Owners
management directions
• Ensure preparation of suitable mitigation plan
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96 HCLTech Annual Report 2022-23

Our Risk Universe

HCLTech has classified its risk universe into five categories: Strategic, Financial, Cyber and Resilience, Operational and Governance & Compliance as visualized in the accompanying graphic. Primary risks under each of the categories and their mitigation measures are discussed below.

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Strategic Cyber & Financial Governance & Operational
Resilience Compliance
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Strategic Risks

Primary Risk	Details	Mitigation
Business Model	HCLTech operates in a fast-paced industry where failure to keep up with changing client needs, atracting quality talent and adapting to evolving operating models can jeopardize business growth. Additionally, emerging technologies like GenAI present both a threat to the existing business model and an opporunity to offer new services.	• We have invested in identifying trends ahead of the curve to build capabilities and ensure a comprehensive porfolio, maintaining our position as a leader in services and product offerings. • Utilizing our entrepreneurial DNA and a robust organizational change management process, we have made timely structural and cultural adjustments to transform our operating model and unlock new value. • To atract quality talent that can adapt to changes in our business model, we provide best-in-class employee benefits and career growth opporunities.
Business Concentration	HCLTech faces a risk when clients are concentrated in a paricular business segment or industry verical or region. Any adverse impact to that region or industry could pose a risk to the company.	• As par of a long-term strategy to align with market demands, our verical share is well-balanced and continuously evolving. • We are gradually shifting our business porfolio mix toward digital business, which now accounts for over 50% of our services growth, while still maintaining a balanced mix with ERS and Digital Foundation. Our unique software business furher enhances our porfolio mix, seting the company apar in the services-heavy industry. • We have reduced the risk of dependence on any specific region or by expanding into new geographies known as Focus and New Frontiers.

Management Discussion and Analysis (MDA) 97

Primary Risk	Details	Mitigation
Business Delivery	HCLTech faces a risk from constraints on service delivery due to technological limitations, pandemic, geopolitical developments, or the availability of talent. Any of these factors can have an impact on the company.	• HCLTech continuously monitors the global environment and works closely with advisors, clients, parners and governments to optimize its delivery model. • To develop talent access and service-delivery resilience, we have expanded into Asia Pacific, Eastern Europe, Latin America and second-tier cities in the U.S. and India through our global New Vistas (NV) and nearshore initiatives.
Competition	HCLTech operates in a fiercely competitive market where numerous companies vie for the same clients. Additionally, there is risk from management consulting, auditing and accounting firms, which are emerging as formidable challengers in digital transformation services. The intense competition in the market can result in potential loss of customers and a decline in market share.	• HCLTech builds strong relationships with its client base, as demonstrated by sustained above-industry-average CSAT scores over multiple years. • We adapt quickly to new trends and technologies to effectively meet the evolving needs of customers. • HCLTech approaches new players in the market with a flexible approach of “coopetition” to foster mutually beneficial parnerships and collaborations.
Outsourcing Vectors	HCLTech faces a risk when established captive IT units or global innovation centers (GICs) chooses to build technology skills in-house instead of outsourcing to technology firms. Legislative changes that limit the availability of work visas and contribute to deglobalization can potentially impact outsourcing.	• HCLTech recognizes the potential risk to outsourcing from such trends and legislative changes. However, we view these trends as opporunities and have continuously monitored and tracked them over the years to adapt and respond accordingly. • For example, IT service providers have the opporunity to generate additional revenue when captive IT units outsource their traditional IT services responsibilities to them. • To mitigate the potential impact of legislative changes on outsourcing, HCLTech has decreased reliance on work visas by hiring more local talent and enabling remote and hybrid workplaces. This strategy has resulted in one of the highest local talent ratios in the industry. Additionally, we leverage nearshore centers and onshore delivery to furher reduce dependency on work visas.

98 HCLTech Annual Report 2022-23

Financial Risks

Primary Risk	Details	Mitigation
Default or Credit	HCLTech’s credit risk is concentrated in cash and bank balances, inter- corporate deposits, customer receivables, finance lease receivables, investment securities and derivative instruments. As the company’s clients are primarily corporations based in the U.S. and Europe, the receivables are concentrated in these countries. All financial instruments mentioned above carry a risk of non-perormance by counterparies.	• HCLTech evaluates the financial reliability of its clients by analyzing their financial condition, current economic trends, historical debts and customer receivables.
Currency	HCLTech generates the majority of its revenue from clients located outside of India and the company mainly receives payments in foreign currencies. Similarly, as HCLTech has delivery teams based in various countries, most of its costs are also denominated in foreign currencies. This situation puts HCLTech at risk of financial loss due to changes in exchange rates.	• HCLTech uses foreign exchange forward contracts and options to mitigate the risk of foreign currency fluctuations on its foreign currency assets and liabilities. • The board establishes governing policies and processes that determine the duration of hedges, the percentage of risk to be covered and the counterpary risk to be assumed.
Acquisition	HCLTech periodically acquires businesses, and the success of these acquisitions depends on how well the acquired entity is integrated and how synergies between the acquired business and HCLTech are realized. The success of an acquisition is also dependent on external factors. Factors beyond HCLTech’s control can have an impact, including the risk of impairment of goodwill and other intangibles if the acquisition is not effectively integrated. The absence of a formal integration process can also lead to a misalignment with business objectives, failure to realize synergy benefits, ineffective post-deal monitoring and loss of critical talent.	• HCLTech has a robust integration and perormance management framework that enables the acquired businesses and HCLTech to achieve the acquisition objectives. Our Integration and Perormance Management Office (IPMO) manages the integration process and ensures value creation. • Our governance program includes a robust mechanism to ensure regular reviews at set intervals and at multiple levels, from Line of Business leadership to Executive Management to the Board of Directors, to address these concerns.

Management Discussion and Analysis (MDA) 99

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Primary Risk Details Mitigation
Tax HCLTech is subject to taxes in • HCLTech has employed specialized tax teams that keep
numerous jurisdictions worldwide and abreast of the latest tax developments in different countries
benefits from tax advantages in India and implement appropriate tax planning strategies based
and several other countries. Changes on changes in tax laws.
to tax laws in India or other countries
where HCLTech has a significant • To mitigate tax risks associated with transfer pricing, we
presence could have an impact on the have established advance pricing agreements in several
company’s effective tax rate. countries and periodically reviews them with external
consultants.
As HCLTech operates in multiple
jurisdictions, transfer pricing
arrangements among legal entities in
these regions are subject to review by
various tax authorities.
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Operational Risks

Primary Risk	Details	Mitigation
Talent Management & Development	HCLTech faces the risk of not fulfilling resource demands, which could have a negative impact on top line growth and organizational expansion due to a shorage of talent. Furhermore, the risk of higher atrition rates can also equally affect delivery capability and growth plans. Managing talent and meeting the ever-increasing demand for talent poses a significant ongoing risk to the company.	• HCLTech is increasing its entry level hiring to ensure have enough talent worldwide. We have a strong training strategy to meet the needs and goals of all employees. This includes learning solutions for professional, technical, functional and leadership development. The later helps mitigate the risk of having a leadership pipeline that’s not ready for larger roles due to a lack of development and succession planning. • We have a variety of initiatives to atract, engage and grow a stable and happy multi-generational employee pool. • Our HR/People team aims to reach every employee to suppor their growth and provide employees with progressive career paths through internal opporunities.

100 HCLTech Annual Report 2022-23

Primary Risk	Details	Mitigation
Service Delivery Commitments	HCLTech recognizes the risk of failing to comply with terms and conditions, including meeting contractual commitments and service level agreements (SLAs) made with its clients. This is considered a significant enterprise risk, emphasizing the need to effectively identify, monitor and repor on SLAs to relevant stakeholders. The COVID-19 pandemic, as well as the Russia-Ukraine conflict and related events, have highlighted the vulnerability of supply chains to disruptions resulting from supply- side shorages and logistics-capacity constraints.	• HCLTech has robust governance to continuously assess client expectations and work on proactive measures to deliver the promised value. • HCLTech employs an integrated business planning and execution process, in which the sales and delivery teams regularly engage with clients to ensure the seamless execution of engagements within SLAs. The company has a robust cadence mechanism, known as CREST, with larger leadership paricipation to identify and address any issues ahead of time. We also use annual account level feedback (ACSAT) and project feedback (PCSAT) to mitigate the risk of failure to meet service delivery commitments. • We have implemented a robust vendor risk management framework to minimize the potential business impact to us and our clients arising out of breaches and liabilities while leveraging third or fourh paries (referred to as vendors, suppliers, contractors or service providers).
Cost Management	HCLTech recognizes effective cost management as a crucial aspect of our operations, paricularly during periods of higher inflation. Poor budget planning, inaccurate cost estimation and external factors such as rising costs of talent and other resources can all contribute to the risk of cost overruns.	• HCLTech’s control processes include frequent benchmarking and delivery restructuring, enabling the organization to remain cost-competitive. Our managers employ a zero-based budget approach, scrutinizing costs constantly. We also have a seamless view of demand and supply to ensure any genuine cost increases due to external factors are passed through to clients at the appropriate time through billing rate increases in our pricing structure.
Internal Controls and Processes	Lack of processes or poorly designed processes and controls in HCLTech can lead to operational inefficiency and impact business.	• HCLTech has a plethora of robust internal frameworks and processes that are monitored in numerous ways to evaluate their impact. We also have regular audits to ensure process quality and adherence to mandatory processes.
Operational Agility	HCLTech faces a risk if it is not operationally agile, meaning it may not be able to respond and adapt to changing market conditions or meet various stakeholder preferences, including clients, employees and the community. This lack of agility could result in significant financial losses and a negative impact on the company’s brand.	• HCLTech has strong internal processes and efficient resources in place to ensure smooth operations and high agility. • Our ideapreneurship-led culture empowers leadership and managers to respond to changing market conditions in line with our purpose and strategic objectives. • Our history of success through this approach is the evidence that people in the organization are well-trained and aware of how to be agile without increasing risk exposure.

Management Discussion and Analysis (MDA) 101

Cyber and Resilience Risks

Primary Risk	Details	Mitigation
Information and Cybersecurity	HCLTech faces significant risks in information and cybersecurity, paricularly with regards to the protection of client and company data, as it is a global IT services provider. The risk of data breaches due to inadverence, negligence or intentional acts of employees can have a significant negative impact on HCLTech’ s business.	• To ensure HCLTech ’s cyber preparedness is of the highest order, HCLTech has implemented a robust and comprehensive Information Security Management System (ISMS) across the company and its third-pary parners. • It has hired qualified cybersecurity professionals and invested in high-end security technology solutions. Additionally, we conduct periodic internal and external audits to assess our preparedness, and we have obtained third-pary cerifications such as ISO 27001, SOC1, SOC2 and PCIDSS where required to demonstrate our commitment to cybersecurity. • HCLTech’s Information Security policies are based on industry best practices and leading security frameworks, with a continuous reinforcement of security controls to ensure the confidentiality, integrity and availability of information assets. Additionally, there is a continuous awareness program for all employees to ensure that they are up to date with the latest security practices. • HCLTech has cyber insurance that covers several types of breaches and cyber events. The company has not experienced any material cyber breaches in the past three years.
Business Continuity	HCLTech ‘s reputation as a leading technology company depends on its resilience to disruptions and its ability to adapt to a complex and rapidly changing global risk landscape. Business continuity is critical to our ability to deliver services to clients. Failure to meet contractual continuity requirements due to lack of preparedness can negatively impact organization’s ability to provide uninterrupted service.	• Our business continuity program works in tandem with our crisis response system to ensure an effective and prompt response to any disruptive event, be it man-made or natural, that may impact our business operations. • HCLTech is a forward-looking organization. Our business continuity and crisis management programs are enhanced furher to improve readiness and adapt to global events and threats. Resilience is an integral par of our operations and are working to embed it across all aspects of the organization, including work, people, workplace, business operations, technology, supply chain and leadership.

102 HCLTech Annual Report 2022-23

Primary Risk	Details	Mitigation
Geopolitical	HCLTech faces risks from global events, such as the ongoing Russia- Ukraine and Taiwan-China conflicts, as well as potential sanctions from OFAC on China and Iran, which can have significant domestic and global economic implications. Any future global economic or political uncerainties may furher exacerbate IT spending reduction, postponement or consolidation, contract terminations, project deferrals and client purchase delays. Such uncerainties can also affect the industries that drive a substantial porion of HCLTech’s revenue. Heightened geopolitical situations among the major economies may also impact HCLTech’s ability to grow holistically across regions.	• HCLTech has set up a geopolitical framework to continuously monitor geopolitical risks using the PESTLE framework. This allows for proactive measures to be taken in response to various macro developments. The framework is designed to work in tandem with our crisis response program, which enables us to respond to critical events arising from geopolitical developments in an effective and timely manner. • We have been expanding our business across various countries to minimize dependence on any single country for revenue growth and service delivery. Additionally, we have implemented a strategy of hiring local talent through various internal programs, which helps mitigate the risk of any adverse impact on the business due to restrictions on the free mobility of staff. • We strategically invest in a flexible talent model of onsite, onshore, nearshore and offshore resources to address these concerns and empower the best to solve client business challenges.

Governance and Compliance Risks

Primary Risk	Details	Mitigation
Environment Social Governance (ESG)	HCLTech recognizes that environmental, social and governance (ESG) risks pose a critical challenge to its business operations. As a responsible corporate citizen, HCLTech has integrated ESG considerations into its overall risk management program, with the board and management responsible for identifying and mitigating these risks. Failure to effectively manage ESG risks can lead to reputational damage, loss of business opporunities and potential regulatory non-compliance, which can significantly impact HCLTech’s financial perormance and long-term sustainability.	• HCLTech is commited to managing ESG risks as par of its overall integrated risk management program. Our program is designed to identify and address ESG risks that could impact our financial perormance, reputation and ability to achieve our strategic objectives. We have enhanced the risk integration and uplifted the relevant risk management program to align with our commitment to supercharge progress for communities and the planet and to suppor global environmental and sustainability objectives. For more information on our program and key ESG risk factors, please refer to the detailed section.

Management Discussion and Analysis (MDA) 103

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Primary Risk Details Mitigation
Regulatory HCLTech operates in an ever-growing • HCLTech’s global regulatory compliance framework that
Compliance list of countries and industries, leading identifies, assesses, mitigates and monitors regulatory
to a higher risk of non-compliance risks that affect our operations. This framework covers
with regulatory requirements that are both global and local laws and regulations and helps
applicable to its business. Failure to the organization prevent violations that could harm our
comply with such regulations may reputation, employees and clients.
result in financial and reputational
losses for the company. • Comprehensive awareness and training programs are
implemented to drive compliance culture across the
organization.
• The board receives quarterly compliance certificates from
the respective functions with responsibility for compliance.
Privacy HCLTech‘s operations have expanded • HCLTech has established a robust privacy information
significantly, leading to an increase in management system to safeguard personal data and
the scope of processing personal data ensure compliance with applicable legal, regulatory and
of individuals, vendors, contractors contractual obligations pertaining to data privacy and
and enterprises. Furthermore, remote protection. The system ensures adherence to generally
working has resulted in changes in the accepted Privacy Principles to manage and address data
processing environment. Privacy laws subject rights and other privacy obligations.
across different countries are stringent
and dynamic, especially regarding • Our privacy information management system includes
healthcare and financial data. The various components such as global governance, policies
privacy landscape is continuously and procedures, training and awareness programs, privacy
shifting as governing bodies around impact assessments, privacy by design, data mapping,
the world scrutinize the adequacy third-party contractual oversight, incident management and
of privacy laws and regulations to a mechanism for global monitoring of privacy compliance.
address the evolving digitization of These components ensure that we have the necessary
personal data. Additionally, case law capabilities to support global privacy compliance in an ever-
and privacy actions that individuals evolving regulatory space that requires constant monitoring
and enforcement agencies bring of regional privacy compliance variances.
further impact the privacy landscape.
• Our privacy team is led by a Global Privacy Officer and
Non-compliance with these applicable
consists of Regional Privacy and Data Protection Officers.
privacy legislations poses a significant
risk to HCLTech. HCLTech holds industry-recognized certifications and
accreditations. An external global data protection officer
provides oversight by independently reviewing and reporting
on the measures in place for privacy compliance.
Intellectual HCLTech‘s Intellectual Property (IP) • HCLTech has implemented extensive measures to safeguard
Property (IP) is a key differentiator and reflects its the company’s intellectual property (IP) to prevent potential
infringement innovative capabilities. The company losses in ownership rights and financial losses.
and leakage has implemented extensive measures
to drive innovation at all levels of the • We have taken appropriate measures to prevent
organization, ensuring that innovation infringement of intellectual properties such as patents,
and differentiation are embedded into trademarks and copyrights belonging to others. This helps
the company’s culture. This approach mitigate the risks of increased litigation, financial losses and
helps HCLTech to continuously adapt reputational damage.
and prepare for the future. However,
there is a risk of IP infringement and • To address the changes in the IP landscape, we have
loss of ownership in the absence conducted a thorough review of the risks in this area and
of effective IP governance, which implemented effective mitigation measures.
may result in Intellectual Property
violations.
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104 HCLTech Annual Report 2022-23

Consolidated Results

This part of the Management Discussion and Analysis refers to the consolidated financial statements of HCL (the “Company” or the “Parent Company”) and its subsidiaries referred to as the “Group”. The discussion should be read in conjunction with the financial statements and related notes to the consolidated accounts of HCL for the year ended 31 March 2023, prepared in accordance with the Indian Accounting Standard (referred to as “Ind AS”), prescribed under Section 133 of the Companies Act, 2013, and read with the Companies (Indian Accounting Standard) rules as amended from time to time.

Performance Trends

Revenue (₹ Crores)

Revenue has increased from ₹60,427 crores in FY19 to ₹101,456 crores in FY23, with a compounded annual growth rate (CAGR) of 13.8% over the last four years.

Net Worth (₹ Crores)

The Net worth has increased from ₹41,469 crores in FY19 to ₹65,398 crores in FY23, with a CAGR of 12.1% over the last four years.

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60,427 70,676 75,379 85,651 101,456
120,000
90,000
60,000
30,000
0
FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23
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41,469 51,421 60,082 62,006 65,398
80,000
60,000
40,000
20,000
0
FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23
----- End of picture text -----

Profit After Tax (₹ Crores)

Profit after tax has increased from ₹10,120 crores in FY19 to ₹14,845 crores in FY23, with a CAGR of 10.1% over the last four years.

Earnings Per Share (₹)

Basic earnings per share has increased from ₹36.79 in FY19 to ₹54.85 in FY23, with a CAGR of 10.5% over the last four years.

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10,120 11,057 11,169 13,523 14,845
15,000
12,000
9,000
6,000
3,000
0
FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23
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36.79 40.75 41.07 49.77 54.85
60
50
40
30
20
10
0
FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23
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Management Discussion and Analysis (MDA) 105

Financial Performance

Results of operations (Consolidated):

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Particulars Amount % Revenue Amount % Revenue % Increase
Revenues from operations 101,456 100.0% 85,651 100.0% 18.5%
Other income 1,358 1.3% 1,067 1.2% 27.3%
Total income 102,814 101.3% 86,718 101.2% 18.6%
Expenses
Purchase of stock-in-trade 2,072 2.0% 1,473 1.7% 40.7%
Changes in inventories of stock-in-
(67) (0.1%) (67) (0.1%) 0.0%
trade
Employee benefits expense 55,280 54.5% 46,130 53.9% 19.8%
Outsourcing costs 14,950 14.7% 12,515 14.6% 19.5%
Finance costs 353 0.3% 319 0.4% 10.7%
Depreciation and amortization
4,145 4.1% 4,326 5.1% (4.2%)
expense
Other expenses 6,593 6.5% 5,070 5.9% 30.0%
Total expenses 83,326 82.1% 69,766 81.5% 19.4%
Profit before share of loss of
19,488 19.2% 16,952 19.8% 15.0%
associates and tax
Share of loss of an associate - 0.0% (1) (0.0%) (100.0%)
Profit before tax 19,488 19.2% 16,951 19.8% 15.0%
Tax expense
Current tax 4,665 4.6% 3,442 4.0%
Deferred tax charge (22) (0.0%) (14) (0.0%)
Total tax expense 4,643 4.6% 3,428 4.0% 35.4%
Profit after tax 14,845 14.6% 13,523 15.8% 9.8%
Non- controlling interest 6 0.0% (24) (0.0%) (125.0%)
Profit for the year 14,851 14.6% 13,499 15.8% 10.0%
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106 HCLTech Annual Report 2022-23

Income

Revenues from operations

Comprises revenue from the sale of services and the sale of hardware and software.

Revenue from operations in the year ended 31 March 2023 increased by 18.5% to ₹101,456 crores from ₹85,651 crores in the year ended 31 March 2022. This increase is primarily due to business growth in the IT and Business Services (ITBS) segment and Engineering and R&D Services (ERS) segment.

Segment-wise breakup of revenues

The following table sets forth the revenue generated from each of our business segments and their respective percentage of our total revenue for the year:

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Segment Amount % of total Amount % of total % Increase
IT and Business Services 74,015 73.0% 61,711 72.1% 19.9%
Engineering and R&D services 16,802 16.5% 13,564 15.8% 23.9%
HCLSoftware 11,109 11.0% 10,791 12.6% 2.9%
Inter-segment (470) (0.5%) (415) (0.5%) 13.3%
Total Revenue 101,456 100.0% 85,651 100.0% 18.5%
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In view of certain internal reorganization, revenue relating to certain software products internally developed and earlier managed by IT and Business Services, are being reported in HCLSoftware (Previously Products & Platforms) segment. Prior period figures have also been restated.
Inter-segment revenue is related to products and services of HCLSoftware used by Services business in rendering services to their customers.

Geography wise breakup of revenues

The Group also reviews its business on a geographic basis. The following table classifies total revenue by geographic areas:

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Geographical Mix Amount % of total Amount % of total % Increase
America 57,818 57.0% 48,205 56.3% 19.9%
Europe 26,868 26.5% 22,972 26.8% 17.0%
India 3,935 3.9% 3,104 3.6% 26.8%
Rest of the world 12,835 12.6% 11,370 13.3% 12.9%
Total Service Revenue 101,456 100.0% 85,651 100.0% 18.5%
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Includes revenue billed to India based captive of global clients.

Management Discussion and Analysis (MDA) 107

Other Income

The details of Other Income are as follows:

(in ₹ Crores)

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Year ended
Other Income 31 March 2023 31 March 2022 % Increase
Interest income 769 584
Income on mutual funds 110 94
Profit on sale of debt securities - 10
Exchange differences (net) 91 328
Profit on sale of property, plant and equipment (net) 162 15
Gain on buyback of senior notes 170 -
Others 56 36
Total 1,358 1,067 27.3%
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Other income increased by 27.3% to ₹1,358 crores in the year ended 31 March 2023 from ₹1,067 crores in the year ended 31 March 2022. This increase is primarily due to higher interest income by ₹185 crores largely on account of higher realized return on treasury investment, increase in profit on sale of property, plant and equipment (net) by ₹147 crores and gain of ₹170 crores on buy back of senior notes partially netted off by lower exchange gain of ₹237 crores from last year.

Expenses

Employee benefits expense

Employee benefit expenses include salaries that have fixed and variable components, and contributions to retirement and pension plans. It also includes expenses incurred on staff welfare.

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Particulars Amount % Revenue Amount % Revenue % Increase
Salaries, wages and bonuses 48,717 48.0% 40,494 47.3% 20.3%
Contribution to provident fund and
6,041 6.0% 5,382 6.3% 12.2%
other employee benefits
Share based payments to employees 308 0.3% 81 0.1% 280.2%
Staff welfare expenses 214 0.2% 173 0.2% 23.7%
Total 55,280 54.5% 46,130 53.9% 19.8%
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108 HCLTech Annual Report 2022-23

Employee benefit expense has increased by 19.8% to ₹55,280 crores in the year ended 31 March 2023 from ₹46,130 crores in the year ended 31 March 2022. The increase is primarily due to an increase in number of employees (225,944 as of 31 March 2023 compared with 208,877 as of 31 March 2022); and an increase in the average cost per employee due to normal salary revisions, skill-based incentives, and exchange impact on depreciation of INR against foreign currencies as significant cost is getting incurred outside India.

Outsourcing expenses

Outsourcing expense includes outsourcing of several client-related activities such as hosting services, facilities management, disaster recovery, maintenance, and break fix services, and hiring of third-party consultants from time to time to supplement the in-house teams.

Outsourcing expense increased by 19.5% to ₹14,950 crores in the year ended 31 March 2023 from ₹12,515 crores in the year ended 31 March 2022. This increase in the current year is primarily due to an increase in outsourcing of client-related activities and exchange impact on depreciation of INR against foreign currencies as major cost is getting incurred outside India.

Finance costs

Finance costs comprises interest on loans from banks, interest on senior notes, interest on lease liabilities, interest on direct taxes, other interest, and fair value changes on liabilities carried at fair value through profit and loss and bank charges.

Finance costs increased by 10.7% to ₹353 crores in the year ended 31 March 2023 from ₹319 crores in the year ended 31 March 2022. This increase is primarily on account of interest cost on working capital management partially netted off with decrease in fair value changes on liabilities carried at fair value through profit and loss.

Depreciation and amortization expense

Depreciation and amortization expense decreased by 4.2% to ₹4,145 crores in the year ended 31 March 2023 from ₹4,326 crores in the year ended 31 March 2022. This decrease is primarily due to lower amortization on intangibles by ₹244 crores (mainly on acquired intangibles: licensed IPRs and customer relationships), partially netted of with increase in depreciation on right-of-use assets by ₹38 crores.

Other expenses

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Particulars Amount % Revenue Amount % Revenue % Increase
Travel and conveyance 1,235 1.2% 555 0.6% 122.5%
Software license fee 1,037 1.0% 916 1.1% 13.2%
Repairs and maintenance 764 0.8% 626 0.7% 22.0%
Recruitment, training and
552 0.5% 517 0.6% 6.8%
development
Legal and professional charges 547 0.5% 539 0.6% 1.5%
Communication costs 502 0.5% 466 0.5% 7.7%
Power and fuel 328 0.3% 291 0.3% 12.7%
Expenditure toward corporate social
240 0.2% 219 0.3% 9.6%
responsibility activities
Rates and taxes 227 0.2% 127 0.1% 78.7%
Insurance 109 0.1% 109 0.1% 0.0%
Rent 67 0.1% 70 0.1% (4.3%)
Provision for doubtful debts / bad
25 0.0% 21 0.0% 19.0%
debts written off (net)
Others 960 0.9% 614 0.7% 56.4%
Total 6,593 6.5% 5,070 5.9% 30.0%
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Management Discussion and Analysis (MDA) 109

Other expenses increased by 30.0% to ₹6,593 crores in the year ended 31 March 2023 from ₹5,070 crores in the year ended 31 March 2022. The increase in costs is primarily due to an increase in travel and conveyance expenses by ₹680 crores post relaxation in COVID-19 travel restrictions, software license fee by ₹121 crores, rates and taxes by ₹100 crores and other expenses.

Tax expenses

Tax expenses comprises current tax and deferred tax.

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Profit before tax 19,488 16,951
Total tax expense 4,643 3,428
Effective tax rate 23.8% 20.2%
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Tax expenses include current tax and deferred tax expense. Increase in tax expense for the year ended 31 March 2023 is primarily due to increase in effective tax rate primarily due to increase in ratio of taxable to tax-exempt profits in SEZ units in India during the period and settlement of uncertain tax positions in favor of the company in comparative period. [for details refer to note no 3.25 to the consolidated financial statement].

Financial position

(in ₹ Crores)

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Particulars 31 March 2023 31 March 2022
Assets
(a) Property, plant and equipment 5,371 5,612
(b) Capital work in progress 40 129
(c) Right-of-use assets 2,337 2,305
(d) Goodwill 18,567 17,417
(e) Other intangible assets 8,344 9,743
(f) Other non-current assets 5,175 5,786
(g) Current assets 53,577 48,041
Total assets 93,411 89,033
Equity
(a) Equity share capital 543 543
(b) Other equity 64,855 61,463
Total equity 65,398 62,006
Liabilities
(a) Non - current liabilities 6,582 8,252
(b) Current liabilities 21,431 18,775
Total equity & liabilities 93,411 89,033
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Other equity comprises other equity attributable to shareholders of the Group and non-controlling interest.

110 HCLTech Annual Report 2022-23

Property, plant and equipment

Property, plant and equipment net of depreciation as of 31 March 2023 is ₹5,371 crores (compared with ₹5,612 crores as of 31 March 2022). The decrease was primarily due to depreciation for the year of ₹1,478 crores (computer and networking equipment of ₹1,017 crores and the balance of other assets) offset with the addition (net of disposal) during the year of ₹1,195 crores.

Right-of-use assets

Right-of-use assets net of depreciation as of 31 March 2023 is ₹2,337 crores (compared with ₹2,305 crores as of 31 March 2022).

Goodwill and intangible assets

Goodwill as of 31 March 2023 is ₹18,567 crores (compared with ₹17,417 crores as of 31 March 2022). The increase was due to acquisitions through business combinations by ₹523 crores and currency translation by ₹627 crores. [For details refer to note no 3.2 to the consolidated financial statement].

Intangible assets as of 31 March 2023 are ₹8,344 crores (compared with ₹9,743 crores as of 31 March 2022). The decrease was primarily due to amortization of ₹1,955 crores during the year partly offset by addition of intangibles by ₹193 crores (Software ₹136 crores and balance other assets) and acquisitions through business combinations of ₹258 crores (Customer relationships of ₹130 crores and the balance of other assets).

Treasury investments

The guiding principles of the Group’s treasury investments are safety, liquidity and return. The Group has efficiently managed its surplus funds through careful treasury operations.

The Group deploys its surplus funds in fixed deposits with banks, deposits with corporate and financial institutions and investments in debt mutual funds and debt securities, with a limit on investments with any individual bank/fund.

Breakup of treasury investments is given below

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Debt mutual funds 1,784 2,456
Debt securities 3,601 3,783
Deposits with banks 9,827 4,847
Deposits with corporation and financial institution 2,602 3,208
Total 17,814 14,294
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Current and other non-current assets excluding treasury investments

“Other non-current assets” comprises deferred tax assets (net), and financial and other assets. “Current assets” comprises inventories, tax assets(net), and financial and other assets.

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Other non-current assets 5,175 5,786
Current assets 53,577 48,041
Total 58,752 53,827
Less: Treasury investments 17,814 14,294
Total 40,938 39,533
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Management Discussion and Analysis (MDA) 111

Current and other non-current assets, excluding treasury investments increased by ₹1,405 crores to ₹40,938 crores as of 31 March 2023 from ₹39,533 crores as of 31 March 2022. The increase is primarily on account of an increase in trade receivables by ₹4,444 crores partially netted off with decrease in unrealized gain on derivative financial instruments by ₹407 crores.

Shareholders’ fund

The equity attributable to shareholders of the Group is ₹65,405 crores as of 31 March 2023 (compared with ₹61,914 crores as of 31 March 2022). The increase is primarily due to profit during the year by ₹14,851 crores partially netted off by payment of dividend by ₹12,995 crores.

Borrowings

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Long-term borrowings
- From banks 51 164
- From senior notes 2,060 3,759
Current maturities of long-term borrowings 140 62
Total 2,251 3,985
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*On 10 March 2021, the Group through its wholly owned subsidiary had issued senior notes, due 2026, of USD 500 million listed on Singapore Exchange Securities Trading Limited (SGX-ST). During the year, the Group bought back USD 248 million senior notes (carried at USD 246 million, net of issue expenses and discount) for USD 225 million (₹1,814 crores). The resulting gain of USD 21 million (₹170 crores) on derecognition of senior notes has been recognized in “other income”.

Non-current and current liabilities

“Non-current liabilities” comprises provisions, deferred tax liabilities (net), financial and other liabilities. “Current liabilities” comprises provisions, tax liabilities (net), and financial and other liabilities.

(in ₹ Crores)

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Particulars 31 March 2023 31 March 2022
Non-current liabilities 6,582 8,252
Current liabilities 21,431 18,775
Total 28,013 27,027
Less: Borrowings 2,251 3,985
Total 25,762 23,042
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Current and non-current liabilities, excluding borrowings, increased by ₹2,720 crores to ₹25,762 crores as of 31 March 2023 from ₹23,042 crores as of 31 March 2022. The increase is primarily on account of an increase in current tax liabilities by ₹812 crores, contract liabilities by ₹663 crores, accrued salaries and benefits by ₹410 crores and trade payables by ₹150 crores.

112 HCLTech Annual Report 2022-23

Cash flows

A summary of the cash flow statement is given below:

(in ₹ Crores)

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Year ended
Particulars 31 March 2023 31 March 2022
Net cash flows from operating activities (A) 18,009 16,900
Net cash flow from (used in) investing activities (B) (3,931) 1,477
Net cash flows used in financing activities (C) (15,881) (14,508)
Net increase in cash and cash equivalents (A)+(B)+(C) (1,803) 3,869
Effect of exchange differences on cash and cash
358 120
equivalents held in foreign currency
Cash and cash equivalents at the end of the year 9,065 10,510
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Net cash flows from operating activities

Net cash generated from operating activities was ₹18,009 crores during the year ended 31 March 2023, consisting of profit before tax of ₹19,488 crores, adjusted for: non-cash and non-operating items which are primarily depreciation and amortization of ₹4,145 crores, and interest income of ₹(769) crores; and cash used in net working capital of ₹1,305 crores which was primarily driven by movement in trade receivables and cash used to pay taxes (net of refund), which was ₹3,698 crores.

Net cash generated from operating activities was ₹16,900 crores during the year ended 31 March 2022, consisting of profit before tax of ₹16,951 crores, adjusted for: non-cash and non-operating items which are primarily depreciation and amortization expenses of ₹4,326 crores, and interest income of ₹(583) crores; and cash used in net working capital of ₹549 crores, which was primarily driven by movement in trade receivables and cash used to pay taxes (net of refund), which was ₹3,443 crores.

Net Cash flows from (used in) investing activities

Net cash used in investing activities was ₹3,931 crores for the year ended 31 March 2023. This was primarily due to net amount of placement of bank and corporate deposits of ₹3,256 crores, net amount of purchase and sale of property, plant and equipment and intangibles of ₹1,444 crores, Payments for business acquisitions (net of cash acquired) of ₹706 crores partially offset with net amount of maturity/sale and purchase of investment in securities of ₹1,006 crores, interest received of ₹636 crores.

Net cash flow from investing activities was ₹1,477 crores for the year ended 31 March 2022. This was primarily due to net amount of maturity/redemption and placement of bank and corporate deposits of ₹1,874 crores, net amount of maturity/ sale and purchase of investment in securities of ₹641 crores, interest received of ₹590 crores partially offset with net amount of purchase and sale of property, plant and equipment and intangibles of ₹1,555 crores.

Net Cash flow used in financing activities

Net cash used in financing activities was ₹15,881 crores for the year ended 31 March 2023, primarily comprising payment of dividends of ₹12,995 crores, net payment of borrowings ₹1,848 crores and payment of lease liabilities including interest of ₹927 crores.

Net cash used in financing activities was ₹14,508 crores for the year ended 31 March 2022, primarily comprising payment of dividends of ₹11,391 crores, payment of lease liabilities including interest of ₹1,067 crores, acquisition of treasury shares of ₹804 crores, and acquisition of non-controlling interest in the Actian corporation for ₹746 crores.

Management Discussion and Analysis (MDA) 113

Key financial ratios

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Year ended
Ratio Numerator Denominator Units 31 March 2023 31 March 2022 % variation
Operating profit Revenue from Revenue from % 18.2 18.9 (4%)
ratio operations less all operations
operating expenses
(refer note 1 below)
Net profit ratio Profit for the year Revenue from % 14.6 15.8 (8%)
operations
Return on net worth Profit after tax Average total % 23.3 22.2 5%
ratio equity
Current ratio Current assets Current liabilities Times 2.5 2.6 (4%)
Trade receivable Revenue from Average trade Times 4.2 4.2 -
turnover ratio operations receivables
Inventory turnover Cost of good sold Average Times 10.3 11.0 (6%)
ratio (refer note 2 below) inventories
Interest coverage Earning before Interest Times 61.3 69.6 (12%)
ratio Interest expenses expenses
and taxes
Debt equity ratio Total debt Total equity Times 0.1 0.1 -
(refer note 3 below)
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Notes:

1) All operating expenses means total expenses minus finance costs.
2) Cost of goods sold includes purchase of stock in trade and change in inventories of stock-in-trade.
3) Total debts include lease liabilities.
4) Average is calculated based on simple average of opening and closing balances.

Return on net worth

Return on net worth at 23.3% in FY23 is higher compared with 22.2% in FY22 primarily on account of higher profit earned by the Group during the year.

114 HCLTech Annual Report 2022-23

Standalone Results

Standalone results of HCL excludes the performance of its subsidiaries.

The discussion in the paragraphs that follow should be read in conjunction with the financial statements and related notes to the standalone results of HCL Technologies Limited (herein referred to as “HCL” or “the Company”) for the year ended 31 March 2023, prepared in accordance with the Indian Accounting Standard (referred to as “Ind AS”), prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standard) rules as amended from time to time.

(in ₹ Crores)

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Year ended
31 March 2023 31 March 2022
Particulars Amount % Revenue Amount % Revenue % Growth
Revenue from operations 46,276 100.0% 40,638 100.0% 13.9%
Other income 1,031 2.2% 880 2.2% 17.2%
Total income 47,307 102.2% 41,518 102.2% 13.9%
Expenses :
Purchase of stock-in-
168 0.4% 155 0.4% 8.4%
trade
Change in inventories of
(12) (0.0%) (5) (0.0%)
stock-in-trade
Employee benefit expense 19,799 42.8% 15,872 39.1% 24.7%
Outsourcing costs 7,291 15.8% 7,277 17.9% 0.2%
Finance cost 127 0.3% 109 0.3% 16.5%
Depreciation and
2,431 5.3% 2,615 6.4% (7.0%)
amortization expense
Other expenses 2,787 6.0% 2,227 5.5% 25.1%
Total Expenditure 32,591 70.4% 28,250 69.5% 15.4%
Profit before tax 14,716 31.8% 13,268 32.6% 10.9%
Tax expense:
Current tax 3,045 6.6% 2,464 6.1%
Deferred tax charge 212 0.5% (70) (0.2%)
Total tax expense 3,257 7.0% 2,394 5.9% 36.0%
Profit after tax 11,459 24.8% 10,874 26.8% 5.4%
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Management Discussion and Analysis (MDA) 115

Financial position (Standalone)

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(in ₹ Crores)
31 March 2023 31 March 2022
Assets
(a) Property, plant and equipment 3,727 3,894
(b) Capital work in progress 21 79
(c) Right-of-use assets 824 875
(d) Goodwill 6,549 6,550
(e) Other intangible assets 6,835 8,205
(f) Other non-current assets 6,833 6,933
(g) Current assets 28,571 26,887
Total assets 53,360 53,423
Equity
(a) Equity share capital 543 543
(b) Other equity 40,561 42,048
Total equity 41,104 42,591
Liabilities
(a) Non-current liabilities 1,589 1,789
(b) Current liabilities 10,667 9,043
Total equity and liabilities 53,360 53,423
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116 HCLTech Annual Report 2022-23

Current and other non-current assets excluding treasury investments

“Other non-current assets” comprises deferred tax assets (net), and financial and other assets.

“Current assets” comprises inventories, tax assets(net), and financial and other assets.

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Other non-current assets 6,833 6,933
Current assets 28,571 26,887
Total 35,404 33,820
Less: Treasury investments 13,947 13,691
Total 21,457 20,129
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Current and other non – current assets, excluding treasury assets increased by ₹1,328 crores to ₹21,457 crores as of 31 March 2023 from ₹20,129 crores as of 31 March 2022; the increase is primarily on account of an increase in trade receivables by ₹1,791 crores partially netted off with decrease in unrealized gain on derivative financial instruments by ₹427 crores.

Current and non-current liabilities

“Non-current liabilities” comprises provisions, deferred tax liabilities (net), and financial and other liabilities. “Current liabilities” comprises provisions, tax liabilities (net), and financial and other liabilities.

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(in ₹ Crores)
Particulars 31 March 2023 31 March 2022
Non - current liabilities 1,589 1,789
Current liabilities 10,667 9,043
Total 12,256 10,832
Less Borrowings 191 226
Total 12,065 10,606
----- End of picture text -----

Current and non-current liabilities, excluding borrowings, increased by ₹1,459 crores to ₹12,065 crores as of 31 March 2023 from ₹10,606 crores as of 31 March 2022, the increase is primarily on account of increase in trade payables by ₹570 crores and contract liabilities by ₹489 crores.

Management Discussion and Analysis (MDA) 117

Cash flows (Standalone)

A summary of the cash flow statement is given below:

(in ₹ Crores)

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Year ended
Particulars 31 March 2023 31 March 2022
Net cash flows from operating activities (A) 13,538 10,591
Net cash flow from (used in) investing activities (B) (798) 2,232
Net cash flows used in financing activities (C) (13,267) (12,775)
Net increase in cash and cash equivalents (A)+(B)+(C) (527) 48
Effect of exchange differences on cash and cash
(6) (17)
equivalents held in foreign currency
Cash and cash equivalents at the end of the year 2,374 2,907
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Net cash flow from operating activities

Net cash generated from operating activities was ₹13,538 crores during the year ended 31 March 2023, consisting of profit before tax of ₹14,716 crores, adjusted for: non-cash and non-operating items which are primarily depreciation and amortization expenses of ₹2,431 crores, interest income of ₹(558) crores; and cash used in net working capital of ₹349 crores and payment of tax of ₹2,532 crores.

Net cash generated from operating activities was ₹10,591 crores during the year ended 31 March 2022, consisting of profit before tax of ₹13,268 crores, adjusted for: non-cash and non-operating items which are primarily depreciation and amortization expenses of ₹2,615 crores, interest income of ₹(492) crores; and cash used in net working capital of ₹2,443 crores and payment of tax of ₹2,282 crores.

Net cash flows from (used in) investing activities

Net cash used in investing activities was ₹798 crores for the year ended 31 March 2023. This was primarily due to net investment in bank deposits of ₹2,293 crores and net purchase of property, plant and equipment and intangibles of ₹593 crores partially netted off with proceeds from the sale/maturity of investments in securities of ₹1,085 crores and maturity of deposits placed with body corporates of ₹606 crores.

Net cash flows from investing activities was ₹2,232 crores for the year ended 31 March 2022. This was primarily due to proceeds from the sale/maturity of investments in securities of ₹637 crores, maturity of deposits placed with body corporates of ₹1,633 crores, maturity of bank deposits ₹237 crores and interest received of ₹504 crores partially netted off with net purchase of property, plant and equipment and intangibles of ₹747 crores.

Net cash flow used in financing activities

Net cash used in financing activities was ₹13,267 crores for the year ended 31 March 2023, primarily comprising payment of dividends of ₹12,995 crores and payment of lease liabilities including interest of ₹221 crores.

Net cash used in financing activities was ₹12,775 crores for the year ended 31 March 2022, primarily comprising payment of dividends of ₹11,389 crores, acquisition of treasury shares of ₹804 crores, payments for deferred consideration on business acquisitions of ₹371 crores and payment of lease liabilities including interest of ₹207 crores.

118 HCLTech Annual Report 2022-23

Key financial ratios (Standalone)

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Year ended
Ratio Numerator Denominator Units 31 March 2023 31 March 2022 % variation
Operating profit Revenue from Revenue from % 29.8 30.8 (3%)
ratio operations less all operations
operating expenses
(refer note 1 below)
Net profit ratio Profit for the year Revenue from % 24.8 26.8 (7%)
operations
Return on net worth Profit after tax Average total % 27.4 25.2 9%
ratio equity
Current ratio Current assets Current liabilities Times 2.7 3.0 (10%)
Trade receivable Revenue from Average trade Times 3.8 3.9 (3%)
turnover ratio operations receivables
Inventory turnover Cost of good sold Average Times 5.4 7.3 (26%)
Ratio (refer note 2 below) inventories
Interest coverage Earning before Interest Times 126.8 129.8 (2%)
ratio interest expense expenses
and taxes
Debt equity ratio Total debt Total equity Times 0.0 0.0 -
(refer note 3 below)
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Notes:

1) All operating expenses means total expenses minus finance costs.
2) Cost of goods sold includes purchase of stock in trade and change in inventories of stock-in-trade.
3) Total debts include lease liabilities.
4) Average is calculated based on simple average of opening and closing balances.

In addition to return on net worth variations have been explained for ratios with significant variations.

Return on net worth

Return on net worth at 27.4% in FY23 higher as compared to 25.2% in FY22 primarily on account of higher profit earned by the company during the year.

Inventory turnover Ratio

Inventory turnover Ratio has decreased from 7.3 times in FY22 to 5.4 times in FY23 primarily due to increase in year-end inventory by 12 crores.

Management Discussion and Analysis (MDA) 119

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Directors’ Report and
Financial Performance
Directors’ Report 121
Corporate Governance Report 148
Business Responsibility and Sustainability Report 178
Standalone Financial Statements 210
Consolidated Financial Statements 274
Statement under Section 129 350
120 HCLTech Annual Report 2022-23
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DIRECTORS’ REPORT

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.

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, 2023 are as under:

(₹ in crores)

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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 ₹) 54.85 49.77 42.32 40.10
Diluted (in ₹) 54.79 49.77 42.27 40.09
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2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

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’ Report 121

3. DIVIDEND

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

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S. Dividend declared during Rate of Dividend per Share Dividend amount
Date of declaration
No. FY 2022-23 (face value of ₹2 each) (₹ in crores)
1 1 [st] Interim Dividend April 21, 2022 18.00 4,873
2 2 [nd] Interim Dividend July 12, 2022 10.00 2,707
3 3 [rd] Interim Dividend October 12, 2022 10.00 2,707
4 4 [th] Interim Dividend January 12, 2023 10.00 2,707
Total 12,994
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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.

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

4. TRANSFER TO RESERVES

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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.

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 fnancial year under review

5. SHARE CAPITAL

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.

6. BUY BACK OF USD DENOMINATED UNSECURED NOTES ISSUED BY A 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 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.

HCL Technologies Jigani Limited was incorporated in India under the Act.

Acquisitions done during the fnancial year under review

i) Starschema Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság (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 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 effect from May 31, 2022, being the date of completion of the acquisition.

122 HCL Technologies Annual Report 2022-23

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 stepdown wholly owned subsidiary of the Company with effect from July 12, 2022, being the date of completion of the acquisition.

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-fnancials.

9. 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Subsidiaries merged / closed during the fnancial year under review

The Company has subsidiaries in various countries. The Company’s 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 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 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.

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

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, five meetings of the Board of Directors were held. The details of the meetings are provided in the Corporate Governance Report.

12. BOARD COMMITTEES

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.

13. 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.

14. STATUTORY AUDITORS AND STATUTORY AUDIT 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

Directors’ Report 123

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.

15. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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.

16. MAINTENANCE OF COST RECORDS

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.

17. 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 2022-23 is available on the website of the Company at https://www.hcltech.com/investors/results-reports.

18. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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 time & energy in carrying out their duties 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.

19. RISK MANAGEMENT POLICY

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.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

23. 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.

24. 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 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.

124 HCL Technologies Annual Report 2022-23

25. DIVIDEND DISTRIBUTION POLICY

Your Company’s wealth distribution philosophy aims at sharing its prosperity with it shareholders, through a formal earmarking / disbursement of profits to 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 external factors, utilization of retained earnings, etc. The Dividend Distribution Policy is available on the website of the Company at https://www.hcltech.com/investors/governance-policies/ddppdf.

26. UNCLAIMED DIVIDEND 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 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.

31. AWARDS AND RECOGNITIONS

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.

27. DEPOSITS

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

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.

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

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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.

30. 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.

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.

Directors’ Report 125

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.

Analysts Recognitions

i) HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM ] for Custom Software Development Services, worldwide*.
ii) HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Public Cloud IT Transformation Services*.
iii) HCLTech was positioned as a Leader in 2023 Gartner® Magic Quadrant[TM] for Outsourced Digital Workplace Services*.
iv) HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM] for Data Center Outsourcing and Hybrid Infrastructure Managed Services, worldwide*.
v) HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM ] for Managed Mobility Services, Global*.
vi) HCLTech was positioned as a Leader in 2022 Gartner® Magic Quadrant[TM ] for Managed Network Services*.

vii) HCLTech was positioned as a Leader in:

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’.
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™.
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.
Everest Group’s Software Product Engineering Services PEAK Matrix® Assessment 2023.
ISG Provider Lens™ Retail Services - Platform Migration Services - U.S., Europe and U.K. 2022.
Star Performer in Everest Group’s Healthcare Provider Digital Services PEAK Matrix® Assessment 2023.
Everest Group’s Healthcare Payer Digital Services PEAK Matrix® Assessment 2022.

126 HCL Technologies Annual Report 2022-23

*The Gartner content described herein (the “Gartner Content”) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this Quarterly report), and the opinions expressed in the Gartner Content are subject to change without notice.

32. SUSTAINABILITY

“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 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.

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

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.

33. ORGANIZATION EFFECTIVENESS

Human Resources

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 wellbeing and development.

Employee Strength and Expansion

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 first Indian 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.

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.

Directors’ Report 127

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.

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.

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.
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 HCLTechies who 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.

128 HCL Technologies Annual Report 2022-23

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.

34. 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.

35. 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.

36. EMPLOYEE STOCK OPTION PLAN

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.

37. 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.

38. 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.

39. 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 Complaints Committee for the redressal of all sexual harassment complaints. These

Directors’ Report 129

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.

40. 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:

==> picture [477 x 27] intentionally omitted <==

----- Start of picture text -----

Ratio to median remuneration
S. No. Name of the Director
of employees
----- End of picture text -----

Executive Director	Executive Director	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

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----- Start of picture text -----

% Increase / (Decrease) in
S. No. Name of the Director Remuneration in the financial year
----- End of picture text -----


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.

130 HCL Technologies Annual Report 2022-23

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

S. No.	Name of Key Managerial Personnel	Designation	% Increase / (Decrease) in Remuneration in the fnancial year after considering the LTI payment & perquisite value of RSUs exercised	% Increase / (Decrease) in Remuneration in the fnancial 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 Ofcer	(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.
(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.

42. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made 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

41. 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, a separate exhibit forming part of this report contains the following:

Directors’ Report 131

Annexure 1 to the Directors’ Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

The Members HCL Technologies Limited 806, Siddharth, 96, Nehru Place, New Delhi 110019

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by HCL Technologies Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of convertible Securities) Regulations, 2021; Not Applicable during the period under review.
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable during the period under review;
(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable during the period under review.
(vi) The other laws, as informed and certified by the Management of the Company which are specifically applicable to the Company based on the Sectors/ Industry are:
(a) The Special Economic Zone Act, 2005;

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

(b) Policy relating to Software Technology Parks of India and its regulations;
(c) The Indian Copyright Act, 1957;
(i) The Companies Act, 2013 (‘Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
- (d) The Patents Act, 1970;
- (e) The Trade Marks Act, 1999;
- (f) The Indian Telegraph Act, 1885;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the extent applicable;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to the extent applicable;
(g) The Indian Wireless Telegraphy Act, 1933;

We have also examined compliance with the applicable clauses/ Regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

132 HCL Technologies Annual Report 2022-23

Adequate notice is given to all Directors to schedule the Board Meetings . Agenda and detailed notes on agenda were sent at least seven days in advance except in cases where meetings were convened at a shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no major event has been happened which are deemed to have major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For Chandrasekaran Associates Company Secretaries Firm Registration No.: P1988DE002500 Peer Review Certificate No.: 1428/2021

Dr. S. Chandrasekaran Senior Partner Membership No. FCS 1644 Certificate of Practice No. 715 UDIN: F001644E000137329

Date: April 19, 2023 Place: Delhi

Note:

i. This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure-A

The Members

HCL Technologies Limited 806, Siddharth 96, Nehru Place New Delhi-110019

Our Report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Chandrasekaran Associates Company Secretaries Firm Registration No.: P1988DE002500 Peer Review Certificate No.: 1428/2021

Date: April 19, 2023 Place: Delhi

Dr. S. Chandrasekaran Senior Partner Membership No. FCS 1644 Certificate of Practice No. 715 UDIN: F001644E000137329

Directors’ Report 133

Annexure 2 to the Directors’ Report FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013

and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

During the financial year ended March 31, 2023, HCL Technologies Limited (‘HCLTech’) has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length.

2. Details of material contracts or arrangement or transactions at arm’s length basis

a) Name(s) of the related party and nature of relationship

During the financial year ended March 31, 2023, the material transactions were undertaken with the following step-down wholly owned subsidiaries, being the related parties:

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----- Start of picture text -----

S. No. Name of the wholly owned step-down subsidiary Place of Incorporation
----- End of picture text -----


1	HCL Technologies Corporate Services Limited	United Kingdom
2	HCL America Inc.	United States of America
3	HCL Technologies UK Limited	United Kingdom
4	HCL Software Products Limited	India
5	HCL Technologies Sweden AB	Sweden
6	HCL Technologies Germany GmbH	Germany

b) Nature of contracts / arrangements / transactions

Rendering / obtaining of services, product sales and other miscellaneous income.

c) Duration of the contracts / arrangements / transactions

Ongoing.

d) Salient terms of the contracts or arrangements or transactions including the value, if any

HCLTech to provide IT / ITES services to the existing and new clients of the above mentioned step-down wholly owned subsidiaries including various support and general administrative services as may be required from time to time;
The above mentioned step-down wholly owned subsidiaries shall respectively provide IT / ITES services including sales and marketing support services to HCLTech;
The respective parties shall diligently perform their respective obligations under the contracts in a timely manner and provide services in accordance with the work order issued by the customer;
The respective parties shall submit invoices on timely basis for the services provided for each project to each other as per the terms of contract and promptly pay the same;
The respective parties shall be responsible for all the expenses incurred in connection with providing its services; and
The parties shall comply with the local, state and federal laws and regulations applicable while providing services.

134 HCL Technologies Annual Report 2022-23

During the financial year ended March 31, 2023, the value of the transactions that were undertaken with the following step-down wholly owned subsidiaries, being the related parties are as under:

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----- Start of picture text -----

S. No. Name of the wholly owned step-down subsidiary Amount of transaction (₹ in crores)
----- End of picture text -----


1	HCL Technologies Corporate Services Limited	13,401
2	HCL America Inc.	4,047
3	HCL Technologies UK Limited	2,427
4	HCL Software Products Limited	2,035
5	HCL Technologies Sweden AB	1,763
6	HCL Technologies Germany GmbH	1,167

e) Date(s) of approval by the Board, if any

Not applicable, since the contract was entered into in the ordinary course of business and on arm’s length basis.

f) Amount paid as advances, if any

NIL.

For and on behalf of the Board of Directors of HCL Technologies Limited

Place: Noida (U.P.), India Date: April 20, 2023

ROSHNI NADAR MALHOTRA Chairperson DIN: 02346621

Directors’ Report 135

Annexure 3 to the Directors’ Report ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

1. A brief outline of the Company’s CSR policy

The objective of the CSR policy (the “Policy”) of the Company is to lay down the guiding principles for selection, implementation, monitoring and evaluation of CSR activities as well as formulation of the Annual Action Plan, for ensuring growth and advancement of society and conservation of natural resources. To meet its goals, the Company drives its Corporate Social Responsibility agenda through its CSR arm, HCL Foundation, a Public Charitable Trust registered with the Ministry of Corporate Affairs under the Companies Act, 2013 and Rules made thereunder, and under Sections 12A and 80G of the Income Tax Act, 1961.

HCL Foundation has been set up to take up projects and programmes as part of its CSR mandate which are aligned to the Sustainable Development Goals. The CSR activities, projects and programmes undertaken by the Company shall be those as approved by the Board of Directors on the recommendation of the CSR Committee and are covered under the areas set out in Schedule VII of the Companies Act, 2013. All CSR initiatives are inclusive, gender transformative, with special attention to the ultra poor, people with disabilities and environment conservation.

The key CSR streams are early Childhood Care & Development, Health, Education, Skill Development & Livelihood, Water, Sanitation & Hygiene, Environment, Disaster Risk Reduction & Response and Gender & Inclusion.

2. The composition of the CSR Committee as on March 31, 2023

S. No.	Name of Directors	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Ms. Roshni Nadar Malhotra	Chairperson	2	2
2	Dr. Mohan Chellappa	Member	2	2
3	Mr. S. Madhavan	Member	2	2

3. The web-link where Composition of CSR Committee, CSR policy and CSR projects approved by the Board are disclosed on the website of the Company

https://www.hcltech.com/investors/corporate-social-responsibility-hcl.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014

An independent Impact Assessment was undertaken for two projects (i) “Aflatoun”- Social and Financial Inclusion by implementing Agency - MelJol; and (ii) “iCARE” - Informed and Collaborative Action for Resilience of Ecosystems by implementing Agency - Foundation for Ecological Security.

Recognizing criticality of social and financial literacy among children in India, the Company supported MelJol to implement the project - Aflatoun Social and Financial Education in India. It was implemented from 2017-2021 in a total of 7 districts in 3 states of Jharkhand, Maharashtra and Uttar Pradesh with the key objectives of helping children examine and reflect on their identities as individuals and enhance their personal development, use participatory and active learning methodology and create a child-centred learning environment in schools, create awareness on child rights and responsibilities, inculcate habit of saving, responsible spending and appropriate utilization of natural and financial resources among children and to provide the scope of learning life skills such as self-awareness, empathy, critical thinking, creative thinking, problem solving and decision making. In the 4 years of implementation, the program positively impacted 72,000 students from these states of the country. Some of the key program outputs were it successfully trained teachers in the Aflatoun curriculum, set up Aflatoun clubs in 720 schools, initiated financial enterprises in all clubs and established banks in schools to help encourage savings among children. The impact assessment study revealed that the program was successful in achieving its objectives. Three of the most significant impacts observed as a result of direct association with the project were improving confidence of children, bringing a habit of saving among them and improving their school attendance.

Foundation for Ecological Security (“FES”) with the support of HCL Foundation has implemented an action project named “Informed Collaborative Action for Resilience of Ecosystem (iCARE)” with an integrated and evidence based approach in 6 districts, spread over 5 states in India. The project aimed at improving local self governing capacities and creating new Institutions at the village levels for the management of common resources (Land, Water and Forest). The results of the current impact evaluation of the “iCARE” program of HCL Foundation is measured on three important program components namely 1) community and the institution building; 2) effective usage of ICT Tools; and 3) collaboration at block and the district level for better planning and implementation. The desired impact is primarily achieved through the effective utilization and channelizing different government funds (like MGNREGA) in ecological restoration to create new livelihood opportunities, increased access to various social security schemes through increased awareness and community level institutional strengthening. The study revealed MGNREGA has been utilized very well in the management of the commons be it, forest, water resources, etc. Therefore, man days of MGNREGA has increased significantly across all the landscapes.

The detailed impact assessment reports carried out by an independent agency are available on the website of the Company at https://www.hcltech.com/investors/corporate-social-responsibility-hcl

136 HCL Technologies Annual Report 2022-23

5. (a) Average net profit of the Company as per Section 135(5) - ₹ 11,903 crores

(b) Two percent of average net profit of the Company as per Section 135(5) - ₹ 238 crores
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years - Nil
(d) Amount required to be set off for the financial year, if any - Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)] - ₹ 238 crores

6. (a) Amount spent on CSR Projects (both ongoing project and other than ongoing project) - ₹ 237.37 crores

(b) Amount spent in Administrative Overheads - ₹ 0.78 crores
(c) Amount spent on Impact Assessment, if applicable - ₹ 0.15 crores
(d) Total amount spent for the financial year [(a)+(b)+(c)] - ₹ 238.30 crores
(e) CSR amount spent or unspent for the financial year

Total amount spent for the fnancial year (in ₹/crores)	Amount unspent(in ₹/crores)	Amount unspent(in ₹/crores)	Amount unspent(in ₹/crores)	Amount unspent(in ₹/crores)	Amount unspent(in ₹/crores)
	Total amount transferred to unspent CSR account asper Section 135(6)		Amount transferred to any fund specifed under Schedule VII asper secondproviso to Section 135(5)
	Amount	Date of transfer	Name of the fund	Amount	Date of transfer
238.30	Nil

(f) Excess amount for set-off, if any

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S. No. Particulars Amount
(in ₹ / crores)
(i) Two percent of average net profit of the Company as per Section 135(5) 238.00
----- End of picture text -----

	Two percent of average net proft of the Company as per Section 135(5)	Two percent of average net proft of the Company as per Section 135(5)
(ii)	Total amount spent for the fnancial year	238.30
(iii)	Excess amount spent for the fnancial year [(ii)-(i)]	0.30
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous fnancial years, if any	-
(v)	Amount available for set of in succeeding fnancial years [(iii)-(iv)] *	0.30

*This excess spending is on account of interest earned on CSR Funds during FY 2022-23 and therefore would not be set off in the succeeding financial years.

7. Details of unspent Corporate Social Responsibility amount for the preceding three financial years

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S. Preceding Amount Balance Amount Amount transferred Amount Deficiency,
No. Financial transferred to amount in spent to a fund specified remaining to if any
Year unspent CSR Unspent CSR in the under Schedule be spent in
account under Account under financial VII as per second succeeding
Section 135(6) Section 135(6) year (in ₹) proviso to Section financial
(in ₹) (in ₹) 135(5), if any years (in ₹)
Amount (in ₹) Date of transfer
NA
----- End of picture text -----

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year

No.

The Company has not directly created or acquired any capital asset through CSR spent during the financial year ended March 31, 2023. All CSR expenditure has been done through the implementing agencies.

9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section 135(5)

Not applicable.

C. VIJAYAKUMAR CEO & Managing Direcor DIN: 09244485

ROSHNI NADAR MALHOTRA Chairperson-CSR Committee Chairperson - HCL Technologies Ltd. DIN: 02346621

Place: Noida (U.P.), India Date: April 20, 2023

Directors’ Report 137

Annexure 4 to the Directors’ Report

Particulars pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

energy efficient unit installation, defective coils and filters replacement, heat load reduction by room partition & operational control enhancement measures such as AHU timer-based control and temperature set point changes related activities. This has enabled the Company to save 1,021.90 MWh of energy and has helped to reduce 827.74 tCO2e of emissions.

A) Conservation of Energy and Water

As a responsible corporate, the Company believes that it has got accountability to the future and an imperative role to play in addressing global challenges, climate change, and environmental sustainability. The Company has made a commitment to conserve the environment by adopting several “Green Initiatives” and these initiatives will drive energy & water consumption in an efficient, economical, and environment friendly manner throughout all its premises.

Energy efficient Lighting and Control - The Company extended its initiative to expand use of LED lightings in all the facilities including workspace, cafe / pantry, pathways, outdoor & basements, and operational control enhancement measures such as installation of motion sensors, daylight harvesting feature which resulted in optimum usage of lighting and energy saving. Energy savings accrued by these initiatives is 615.04 MWh of absolute energy consumption thereby reducing 498.18 tCO2e emissions.

The initiatives and good practices adopted towards conservation of energy and water are described below:

Renewable Energy Purchase - The Company is committed to substitute 80% of electricity with renewable energy by 2030. The source of renewable energy is wind, solar and hydel based electricity. By transitioning electricity supply to renewable sources globally, the Company has so far transitioned 17.57% of its energy requirement to renewable sources which is equal to 49,663.78 MWh. Out of this, 27,049.75 MWh is for its facilities in India which includes 2,404.46 MWh generated from onsite solar plant installations, and 22,614.03 MWh for its Geo locations. This has enabled the Company to reduce carbon footprint by 24,623.55 tCO2e (Tons of Carbon dioxide equivalent) out of which 21,909.38 tCO2e in India and of 2,714.17 tCO2e in Geo locations.
Effective Utilization of UPS - On the basis of the load demand of the UPS systems, capacity of the backup has been optimized by shutting down some of the systems. In addition, activation of passive filters has been taken up. This optimization measure resulted in energy savings of 117.17 MWh and emission reduction of 94.90 tCO2e .
Elevator & Sewage Treatment Plant ("STP") operation optimization - Process improvement in the operation of Elevator & STP was implemented, such as revising elevator operating schedule during weekends & non-business hours and implementation of Dissolved Oxygen control in STP. Energy savings accrued by these initiatives is 26.63 MWh of absolute energy consumption and has helped to reduce 21.57 tCO2e emissions.
High Side: Chiller Operational Performance -

Improvement Chiller performance improvement program has been enabled in all major facilities of the Company and effectiveness of cooling towers has improved with the help of fills replacement, temperature set point adjustment, condenser descaling and equipment performance 7. measurement activities. This has enabled the Company to save 177.47 MWh of energy and has helped to reduce 143.75 tCO2e of emissions.

Water Conservation - The Company’s focus on water conservation was strengthened by further investing towards sensor based taps, treated water for flushing, landscaping, soft water applications, rainwater harvesting, neem-based liquid enhanced with an anti-scaling agent in the cooling tower and a system with fewer chemicals to water. All this has enabled the Company to conserve 36,398.74 KL of water.

Low Side: HVAC Operational Performance Improvement - Efficiency improvement measures of Low Side of HVAC systems implemented in major facilities which involved

A summary of the above-mentioned operational efficiency related interventions is tabulated as below: -

S. No.	Intervention Particulars	FY 2022-23 (MWh)	Carbon Footprint Reduction (tCO2e)	Investment (in ₹ Lakhs)
	Energy Related Interventions
1	Renewable Power Purchase (India)	27,049.75	21,909.38
	Renewable Power Purchase (GEO)	22,614.03	2,714.17
	Total	49,663.78	24,623.55
	Energy Operational Related Interventions
2	Chiller Operational Performances Improvement	177.47	143.75	10.83
3	HVAC Operational Performances Improvement	1,021.90	827.74	165.67
4	Energy Efcient Lighting and Controls	615.04	498.18	74.86
5	Efective utilization of UPS	117.17	94.90	7.79
6	Elevator & STP Operation optimization	26.63	21.57	-
	Total	1958.21	1586.14	259.15
	Grand Total	51,621.99	26,209.69	259.15

138 HCL Technologies Annual Report 2022-23

Conversion reference Grid Emission Factors - CO2 Baseline Database for the Indian Power Sector 2022 (V18.0). Weighted average emission factor of the Indian Grid taken in tCO2e/MWh.

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S. FY 2022-23 Investment
Intervention Particulars HCL facility covered
No. (ML) (in ₹/Lakhs)
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1	Sensor based water taps	Noida Sector 126, Bangalore Jigani, Chennai SEZ, Facilities in Rest of Chennai, Sadhya Infotech Park, Rest of NCR, Pune & Mumbai, Rest of Bangalore	2.91	16.06
2	Water efcient operational control	Nagpur Campus, Bangalore Jigani Campus, Chennai Ambattur - 5 & Pune facilities	25.63	5.98
3	Water reuse	Bangalore Jigani Campus, Lucknow Campus	7.86	2.57
Grand Total			36.40	24.61

8. Initiatives and Best Practices

a) Transport Sustainability through Electric Vehicles (Pilot Launch)

During the financial year under review, electric vehicle pilot for employee transport service was successfully conducted in Bengaluru and Hyderabad. In FY 2023-2024, the Company plans to transition part of its transport fleet to electric vehicles as a part of Sustainability initiatives.

b) Green Building Certification

Overall, 13.31 million sq. ft of building space of the Company is certified under different ‘Green Building Certification’ Programs including US Green Building Council (“USGBC”) for Leadership in Energy and Environment Design (“LEED”), Indian Green Building Council (“IGBC”), Building Research Establishment Environmental Assessment Method (“BREEAM”) and Comprehensive Assessment System for Built Environment Efficiency (“CASBEE”) etc. 96.47% (i.e., 12.84 million sq. ft) of this green building certified area, is rated with ‘Platinum’ or equivalent ratings, balance 3.53% is rated with ‘Gold’ or equivalent ratings’.

All HCLTech campus are LEED ‘Platinum’ certified by USGBC or IGBC. Chennai, Bangalore, Madurai and Noida campuses are also certified under ISO 50001: 2018 Energy Management System.

c) CDP’2022 Water Security Disclosure

CDP's work with water security motivates companies to disclose and reduce their environmental impacts by using the power of investors and customers.

risk within its supply chain. The Company has received ‘A’ Score which is in the Leadership band.This is higher than the Asia Regional Average of ‘C’, and higher than the IT & Software Development Sector average of ‘C’. Identifying and calculating emissions in all relevant Scope 3 categories is crucial for effective emissions reduction strategies. The Company’s Supplier Engagement Rating Trend for last three-years showcases the commitment and engagement level.

e) Cool roof with high SRI (“Solar Reflectance Index”) coating in building terrace area

The solar reflective coating property aims to achieve better heat reduction results. It is a thermal reflective paint and stops excessive solar heat to enter the roof. This paint has been applied to the roofs of three towers resulting in energy savings of 7.03 MWh and has helped to reduce 5.7 tCO2e emissions.

f) EOL (End of life) replacements and Retrofits

The Company has performed “End of Life” assessment for high end plant and machine equipment with an intent to replace / retrofit the inefficient equipment by adopting latest technology in terms of energy efficiency, monitoring and integration capability. Included in this assessment were HVAC High side, low side, UPS etc.,Subsequently, orders have been issued for (a) UPS replacement with an investment of $ 766.72 Lakhs, resulting in energy savings of 1695MWh and emission reduction of 1346 tCo2e; and (b) replacement of conventional water-cooled chiller (R134a) by Magnetic bearing chillers (R1233z) in Noida campus with investment of $ 412 Lakhs. giving energy savings of 554 MWh and emission reduction of 473.3 tCo2e.

B) Technology Absorption, Adaptation and Innovation

The Company participated in CDP – Water Security Disclosure Program for the first time in FY 2022-2023 and received rating of “B” which is Management category.

d) Supplier Engagement Rating Leader board - CDP

To make truly meaningful reductions that are harmful to the environment, businesses must cascade action down the entire supply chain. To appreciate such practices, CDP’s annual Supplier Engagement Rating (“SER”) program evaluates corporate supply chain engagement on climate issues with the aim to accelerate global action on supply chain emissions.

The Company is proud to have earned a place as a leading company on CDP’s 2022 Supplier Engagement Leader Board, for taking action to measure and reduce climate

The Company’s Digital Transformation focus has been in six priority areas listed below with an objective to leverage technologies to deliver enhanced Stakeholder engagement, improve organization agility and to enhance flexibility.

1. User Experience

To provide an enhanced digital experience for the workforce with a seamless, end user centric & secure IT landscape anytime, anywhere and on any device. The new experience is being crafted with a new Digital Experience Platform for role based personalization, omnichannel multilingual experience and one click transactions. An example is the New Joiner experience transformed to ensure productivity on day one including access to organization’s assets to learn and contribute.

Directors’ Report 139

2. Process Simplification

The objective is to simplify myriad of complex internal processes in the Company’s process centric legacy systems providing services consumed by the users through implementing user centric systems. The strategy is to transform using industry proven packages and to leverage technology to strengthen integration. These have led to higher employee productivity and one such initiative is the revamp of Internal technologies for the Hire to Retire processes.

3. Modernization

The objective is to adopt Modern system building using Technology to unlock higher performance, agility, scalability, availability with lower effort with multi-cloud adoption, leverage cloud native features, low code platform use and AI / ML capabilities. The Company is focused on building an adaptive and resilient modern workplace which is future ready to meet the traditional, transformational, and future needs of employees and businesses with the help of Robust Infrastructure, Hybrid Cloud Solutions and Orchestration Solutions.

4. Optimization and Automation

To increase focus on Automation for self healing and self help and to leverage technology to drive down operating costs using Bots, RPA and software defined services for cycle time reduction for the services.

The Company continues to invest in ESG goals to ensure an energy efficient IT infrastructure. The Company is focused on achieving sustainable and improved Power Usage Efficiency (“PUE”) and Footprint Reduction in HCLTech Captive Data Centers.

The Company chooses its COLO Data Centre partners, Cloud providers and Equipment suppliers based on their sustainability reports, certifications, initiatives, and targets focusing on HCLTech’s goals of achieving net Carbon Zero emission.

5. Advanced Analytics

Enabling Advanced analytics related to business performance by enabling insights through predictive analytics and AI / ML, providing self-service reporting to empower users, and using multi-dimension data models, data warehousing and powerful Business Intelligence tools for visualization.

6. Next Generation Security

The objective is to provide Intel-driven, borderless and integrated business security and Cyber resilience. The Company continuously monitors & adapts its cybersecurity program in response to the internal and external threat landscape and matures its cybersecurity capabilities across various domains in accordance with the NIST framework. The Company has added behavioral analytics tools into its detection systems that help to identify and respond to threats.

The Company’s resilient IT Security system minimizes threats and prevents attacks through regular and stringent vulnerability assessments and remediations while building a strong culture of Information Security.

C) Research and Development (“R&D”)

I) Specific areas in which R&D was carried out

1. Data Engineering and Artificial Intelligence (“AI”)

The Company’s data engineering comprises a complete suite of services and solutions that accelerate the modernization of data platforms, enable Industry 4.0 and provide a data based foundation for digital transformation initiatives.

a) Graviton: This modern data platform acceleration suite enables enterprises to efficiently build, deploy, monitor and maintain an agile and cost efficient modern data platform.
b) Generative AI - ChatGPT for Code: The Company has started experimenting with generative AI for synthetic code generation concept leveraging industry leading language AI models like ChatGPT, Open AI Codex, GitHub CoPilot and Amazon CodeWhisperer.
c) Responsible AI - TranSecAI, Explainability: Transparent Secured Artificial Intelligence (TranSecAI) is an end-to-end explainable and secured AI enabled solution to build trust in the predictions of AI models.
d) Unlocking Product Insights: By utilizing AI / Machine Learning (“ML”) techniques to analyze product telemetry data, companies can gain insights on the frequently and most used features, ways to improve product performance and user experience, user feedback from online forums, future feature priorities, and identify redundant features / products.
e) AI Lifecycle Management: AION (Automated Intelligence ON) is an AI lifecycle management platform that uses a Low-Code / No-Code approach to accelerate AI / ML model development and deployment to production.

Benefits Derived

End-to-end consulting services and digital engineering pathways that help define data strategy and develop modernization roadmap.
Use of AI and ML to analyze large and complex data assets and make data driven decisions more quickly and effectively via data visualization and autonomous analytics.

2. Metaverse - AR / VR / XR

The metaverse is still in the early stages of innovation, yet it is creating quite a buzz across industries with its potential use cases for B2C and B2B brands, as well as consumers. The Company seeks to stay ahead of this trend by leveraging AR, VR and XR to create impactful, immersive experiences.

XTERN Service Delivery Platform (“SDP”) is a cloud- integrated rapid XR use case deployment platform

XTERN SDP helps develop, publish and deliver XR use-cases at scale. It provides an integrated suite of software components to develop custom

140 HCL Technologies Annual Report 2022-23

XR solutions with low-code tooling, cloud-based XR platform and customizable viewer apps for different XR devices.

XTERN SDP supports the following XR usecases: Virtual training, maintenance operations, remote field services, digital twin visualization and virtual collaboration.
XTERN SDP is device-agonistic, possessing extendable platform integration capabilities with IoT / OT / IT systems to help visualize additional insights and use cases.

Benefits Derived

Accelerated XR experience development.
No-code / low-code authoring tool enabling citizen developers to create highly customizable XR experiences for customer specific environments and requirements.

3. 5G Telecom Solutions

Realizing the transformative potential of digital connectivity, the Company began investing in 5G as early as 2016.

The Company creates highly differentiated offerings and solutions in Core Network, RAN, etc. and continue to invest in trainings and lab infrastructure for IP development and provide resources to enhance Company’s clients’ 5G portfolio.

a) O-RAN Contribution:

The Company has been contributing to the O-RAN Software Community (“OSC”) since the Cherry release in December 2020 and recently have completed the G release, contributing significantly to the areas of RIC Platform and RIC Apps.
The Company has realized the Minimum Viable Product (“MVP”) by implementing E2E Traffic Steering and Predictive Load Balancing Use case in a closed-loop fashion with E2-based KPIMon and RC xApps having AI enabled intelligence.

b) 5G System integration Framework (“5G SF”):

Given the open, distributed, and disaggregated nature of the 5G network functions, the 5G SF offers flexibility to mix and match the network functions from various ecosystem players. This multivendor implementation calls for a system integrator to on-board, configure and validate the multivendor network functions in a staging environment and deploy it in the multicloud production environment. The Company has developed the 5G SF by leveraging its 5G Network on-boarding and eXchange (5G NOX), 5G Core Network Slice Manager (5G NSM) and 5G Service Assurance and Analytics (5G NSAA). The Company’s 5G SF includes the homegrown CI / CD / CT tools (RAPID and TURBO).

c) 5G Lab as-a-Service:

The Company has invested in 5G labs in India, Europe and USA. These 5G labs have live

5G network functions from various ecosystem partners and is used as a staging environment to integrate, configure and validate multivendor network functions on multi-cloud environments, enterprise 5G use case development and interoperability testing.

d) Private 5G Network Solutions:

The Company with its 5G ecosystem partner has developed private 5G network-in-a-box solution for enterprises to adopt 5G for their digital transformation.
The solution provides the building blocks and best combination of the elements which can be used to construct a standalone private network for hosting wireless network infrastructure, smart services, IoT device connectivity and numerous applications. The Company’s flexible and tailorable private networks solution aims at meeting the enterprises’ demand of network connectivity, given their unique objectives and challenges.
The Company has developed domain-specific 5G use cases for different scenarios such as Industry 4.0, asset track and trace, location based services and smart city applications to name a few.

Benefits Derived

Accelerates time taken to deploy and integrate Open 5G network functions in a multi-vendor, multicloud environment and validate interoperability.
Enables network automation and AI / ML based assurance solutions for network operations. It helps create and manage network slices to offer differentiated services and improve 5G monetization from enterprise customers.

4. Sustainability Engineering (“Sustaineering”)

The Company’s Sustaineering portfolio offers end-to-end sustainability solutions and services underpinned by strategic partnerships. The Company’s comprehensive and customized services across the value chain help support its clients right from product ideation and design phase to end-of-life and sustenance.

a) PackRyte

This is the Company’s sustainable packaging solution with focus on design optimization, material engineering and smart labelling.

Benefits Derived

Weight optimization: Up to 20 percent weight reduction.
CBM (Cubic Meter) efficiency: Up to 8 percent in terms of boxes in a container.
b) NIO – Net Zero Intelligence Operations

NIO is HCLTech’s foremost sustainability focused, IoT-led solution that aims to help its customers

Directors’ Report 141

monitor, normalize, compare, and reduce energy consumption and GHG emissions in real time. Winner of the Cisco digital sustainability challenge 2022 - EMEA and IoT Evolution Industrial IoT Product of the year Award 2023, the solution helps clients reduce carbon emissions by optimizing the energy intensity of assets and processes.

Benefits Derived

Reduction in carbon emissions by 8-10 percent.
Significant Energy User’s (“SEU”) identification and overall energy savings by 7-10 percent.
Adherence to compliance reporting (GHG, GRI, ISO-50001 etc).

verification on AWS and Trailblazing Synopsys EDA on Azure for physical design.

6. Cochlear Implant development

The Cochlear Implant (“CI”) medical device is an advanced hearing assistance device which can restore hearing to patients with Disabling Hearing Loss where normal hearing aids are not effective.

Significant benefits to the hearing impaired at a competitive price point. Cadaver trials are successfully completed. Approvals from CDSCO (Central Drugs Standard Control Organization, Government of India) and CTRI (Clinical Trials Registry – India) regulatory bodies are obtained, which are prerequisites for performing Human Clinical trials.

5. Semiconductor

As technologies emerge and converge, they have placed lot of pressure on semiconductor chip design cycles and design costs. The Company leverages its Spec-to-Part offerings and end-to-end design and manufacturing experience to help semiconductor organizations to increase their speed of innovation, enabling higher on demand compute capacity and enhanced flexibility.

a) Controller for 5G infrastructure

The deployment of 5G infrastructure is resulting in significant investment in the upgrade of network infrastructure including base stations. Radio Frequency (“RF”) front-end modules require customized solutions for optimal configuration and operational control.

The Company designed a fully integrated controller Silicon on Chip (“SOC”) for RF front ends providing network infrastructure solutions. The controller SOC include ARM processor core, security functions, on-chip Static Random Access Memory (“SRAM”), on-chip non-volatile memory, standards-based digital peripherals and a set of custom mixed signal interfaces to facilitate RF front end processing and control.

As part of the CDSCO approval, activities related to the Pilot Clinical Trials are going on.
Along with the device, the entire ecosystem software has been developed, including the audiologist application software. This audiologist application software is also being utilized in Pilot Clinical Trial activities. Rehabilitation application software which helps accelerate the learning process for patients with Cochlear Implants is in advanced stages of development.

Benefits Derived

Industry leading technology accessible at a competitive price point to end users which will enable more users to recover from disabling hearing loss and improve their quality of life.
First-of-its-kind cloud-based rehabilitation software with lesson content created by internationally certified rehabilitation therapists. This will reduce dependency on rehabilitation therapists leading to reduced cost of therapy and improved end user compliance.

7. Cloud wise R&D Details

7.1 Business Cloud

b) High-speed Interconnect

In the last few years, use of Chiplets has risen significantly due to increasing size of semiconductor designs. For a high performance design, very high speed and high bandwidth interconnect between the Chiplets (die-to-die interconnect) is required.

Advanced Interface Bus (“AIB”) 2.0 is a second generation specification for die-to-die interconnect.
The Company has developed an AIB 2.0 compliant IP for die-to-die interconnects.
c) SemiCloud - Electronic Design Automation (“EDA”) on Cloud
A cloud-ready HCLTech EDA environment for different EDA scenarios that facilitates workload migration. Successful implementations include pre-silicon

Products in business solutions portfolio of the Company are designed to support the entire user lifecycle. By providing industry leading system integration, the Company has earned the trust of all users, including IT, business, employees, and customers. From applications to endpoints, the Company can scan 1.5 million lines of code every hour and manage 100 million devices every day.

a) HCL Commerce Cloud

It is a modern enterprise grade omni-channel eCommerce platform that automates & accelerates the creation and management of online stores at scale and across multiple geographies.

Key features and benefits

Extensive Sales & Business Model Support: Single commerce platform to support B2B, B2C, and B2B2C.

142 HCL Technologies Annual Report 2022-23

Optimized User Experience: Through integrated out-of-box storefronts.
Improved Performance, Scalability, and Security.
Cloud - Native: Support a wide selection of cloud deployment of customers’ choice.

New Solution

A Native Marketplace solution allowing owners to onboard third-party sellers onto the platform and provide a single catalog of goods and services to customers with all seller SKUs, pricing, and inventory for their customers.

Future plan of action

Enhanced marketplace capabilities like enhanced post order capabilities, adding new language to NLP, etc.

Key features and benefits

Conversational AI serves its customers effectively leveraging guided transactions and SmartFAQ. The Conversational Designer for building conversational flows ensures quick development of automation workflows.
Rich configurability allows easy configurations of utterances, seamless business system integration.
Cognitive search provides users relevant and contextual response for their questions.
Knowledge Mining automatically navigate the user to the page from which results are shown.

Future plan of action

Integration with Unica, DX, Commerce to increase the effectiveness of marketing lead capture.

b) HCL Marketing Cloud

HCL Unica is an integrated, cloud-native marketing platform that powers precision marketing at Scale.

Key features and benefits

Elevated marketer experience through an intuitive UI / UX
Unified Powerful Search for better user productivity and efficiency across the suite.
Unified Data Management, for centralized management, audience identity management across channels.
Support a wide selection of cloud deployment platforms based on the customer.

New solution

HCL Unica & European Cricket Network (“ECN”) have teamed up to create the ultimate cricket fan experience. ECN leverages Unica’s real time interaction capabilities, best-in-class segmentation, behavioural insights, and fan journey mapping to engage fans at every step of their experience across all their engagement channels.

Future plan of action

Cognitive insights and optimized customer engagement through better personalization and smarter campaigns.
Cross platform integration with Quest, Volt MX for a strong play in Aftermarket services.
Pre-built templates across multiple verticals to fast-track deployment cycle and time to value.

7.2 Hybrid Data Cloud

Customers demand a data platform that is dependable, adaptable, and simple to use. The Company deliver on that promise with its analytics database and cloud data platform.

a) Avalanche

Transform business by simplifying how you connect, manage, and analyse data with the Avalanche Cloud Data Platform.

Key features and benefits

Integration for JIRA ITSM, BigFix etc.
Deliver personalized, consistent customer experiences with Customer 360.
Provide real-time analytics by taking full advantage of the CPU, RAM, and disk to store, compress, and access data with unmatched performance.
Move towards better BI with integration of more data sources and decrease the amount of data preparation needed to analyse and visualize complex data in BI reports and dashboards.
Detect anomalies before they impact your business.

c) HCL IntelliService

An AI Service Optimization platform aimed at evolving customer service into customer success by leveraging cutting edge technologies such as conversational AI, cognitive search, and AI / ML to provide self-service capabilities for end users thereby effectively reducing / deflecting tickets and calls to the service desk and increasing CSAT scores.

Reclaim efficiency in claims processing.

Future plan of action

Schema versioning via zero copy cloning and Expanded ML Capabilities.
Out-of-the-box solutions for healthcare, financial payments and supply chain ED.

Directors’ Report 143

Data sharing enables customers to share live, secure, and governed data across accounts, regions, and clouds (Phase 1 will be read-only; Phase 2 will be read-write).
APIs and Software Development Kits (“SDKs”) for developers to build Single Page Applications (“SPA”).

7.4 Intelligent Automation Cloud

Expanded ML Capabilities.

7.3 Unified AppDev Cloud

From securely collaborating and automating an organization’s core processes to creating great omnichannel and contextual multi-experiences, this solution help companies around the world to transform digitally.

a) Volt MX

HCL Volt MX is an industry leading mobile and multiexperience low-code app-dev platform for professional developers to deliver consumer grade digital solutions rapidly.

Key features and benefits

High fidelity multi experiences on any device.
True low-to-pro code app dev with no limit’s integration and automation.

Transforming and simplifying IT and Business operations by leveraging AI and Cloud.

a) IntelliOps

DRYiCE IntelliOps is an integrated, full-stack AIOps and observability solution bundle that manages endto-end agile IT infrastructure for resilient, predictive, and continuously available digital services aligned to core business objectives.

Key features and benefits

ML driven event correlation engine.
Business insights and patterns generated from large complex datasets.
Device or capability oriented monitoring.
User behaviour monitoring.
Persona based reporting.
Open development and deployment strategies.
Predictive analytics and forecasting.

New solution

Service status and availability metrics.
Volt MX Go, an enhanced Volt MX edition that unlocks the power of existing Domino Apps with a choice of deployment cloud, on-premises, or hybrid.

Future plan of action

Integrations with voice assistants, Augmented Reality (“AR”), and Virtual Reality (“VR”).
Support to build MacOS and Windows11 apps.
Support for new wearables interactions and LiDAR.

b) Digital Experience

HCL DX is purpose built to develop, deliver, and manage business critical digital experiences that serve Company’s customers, employees, and partners.

Key features and benefits

Improve user experience with less code as well as easy integration and automation.
Cloud-native deployment lowers the Total Cost of Ownership (“TCO”).
Historical health and performance telemetry.

Future plan of action

Implementation of iOnboard module within the platform.
Addition of more products in IntelliOps offering.

b) iControl

DRYiCE iControl enables the Enterprise Control Centre, delivers real time business flow observability, bringing insight to leaders from CXOs down to the level of on ground operations teams into business relevant controls by creating meaningful views from both business and technology perspectives.

Key features and benefits

Enhanced widgets and GCP readiness.
Realtime process performance visualization.
Customizable persona based dashboards and reporting.
Flexible data grouping and weighted aggregations.
Historical and predictive analytics.

Future plan of action

Enable content composer capability that integrates with Unica to provide design options.
AI-assisted summary and tag generation functionalities.
Business controls powered by rules engine.

Future plan of action

MIS reporting and support for BI tools, health score simulator and weighted drill-down.
ML for recommendation engine, non-numeric target types.

144 HCL Technologies Annual Report 2022-23

SMS / Email alert and push notification mechanisms.
Data ingestion adaptors, API to allow import / export of flows, display audit history, and copy flow feature.

Key features and benefits

Powerful and intuitive cloud-based AP management that eliminates the complexity of on premises wireless controller hardware.

c) BigFix

HCL BigFix is the world’s leading unified endpoint management platform, enabling IT Ops and security teams to fully automate discovery, management, and remediation regardless of the operating system, location or connectivity.

Key features and benefits

Lower Total Cost of Ownership (“TCO”) than traditional offerings with a 40-60% saving based on volume and choice of access points.

Future plan of action

Support for 5G CPE devices.
IoT protocols for smart homes.
Server Automation to run multiple plans in parallel, allowing more automation for more endpoints.
BigFix Insights streamline visibility and remediation of detected vulnerabilities, uniting security and IT.
Modern user experience and security with patch policy’s ability for intelligent remediation.

New solution

BigFix on Cloud combines the power of BigFix endpoint management with the Company’s global cloud-based managed services to accelerate time to value and lower capital costs.
BigFix Cyber FOCUS Analytics, prioritize and patch critical vulnerabilities and reduce cybersecurity risk in real-time across global desktop, mobile, data centre, cloud, and IoT landscape with a single console.
BigFix Runbook AI is an Intelligent Runbook Automation product equipped with Artificial Intelligence, Machine Learning, and Natural Language Processing capabilities for simplifying and automating the IT Operations and resolution.

Future plan of action

CyberFocus, the next intelligent and policy-driven remediation.
Dedicated analytics platform supporting number of use cases using AI / ML.

b) ANA (Augmented Network Automation)

HCL ANA platform leverages ML and Analytics to reduce network management complexity with closed loop automation and orchestration of the radio access network.

Key features and benefits

Quickly deploy and optimize 3G / 4G / 5G wireless networks and services.
Improved TCO and reduced energy without degrading subscribers’ quality of experience.
• Reduced CAPEX and OPEX with flexibility and scalability.

Future plan of action

Private LTE / 5G / CBRS.
RAN service optimization.
Slice optimization.
New ML driven apps.

9. Shared Engineering R&D

a) SoFy (Solution Factory)

AI and ML automation around user workspace management, secure infrastructure, and software asset management.

8. Verticalized Offerings: Telecom

HCLTech’s Industry Software Division creates leading edge products for telecom as well as PLM. Few of the important products from the portfolio are as follows:

a) SMARTWiFi

HCL SMARTWiFi is a cloud-native, containerized secure Wi-Fi network management platform for use by Communication Service Providers (“CSP”) and Managed Service Providers (“MSP”). Using open technologies, SMARTWiFi centrally manages Access Points (“AP”) for Wi-Fi deployments across multiple sites to improve performance for WLAN networks.

HCL SoFy is a cloud-native solution marketplace that enables deploying HCL Software products to any public, private, or hybrid cloud in minutes.

Key features and benefits

All HCLSoftware cloud-native products GA in SoFy catalog.
Easy deployment of cloud-native HCLSoftware to any cloud-native environment.
Provides common services to make running in Kubernetes easier.
Cloud-native repository to access HCLSoftware product containers and Helm charts.
Easily search for any cloud native HCL product and business solutions.

Directors’ Report 145

New solution

HCL SoFy 2.0 is designed with new capabilities to help HCL Software business partners grow their business and accelerate the sales cycle.

D) Foreign Exchange Earnings and Outgo

The Company is an export-oriented unit and majority of its business are from certain clients outside India. During the financial year under review, a substantial portion of the revenue of the Company was derived from the exports.

Future plan of action

Product-specific catalogs, marketplaces, and downloads of product add-ons.
Ecommerce integration with “Buy It” or “Quote it” selfservice purchase experience.

b) SPARC

HCLSoftware has 70+ products offerings, supporting various functional domains. The recently launched Software Product Advanced Research Centre (“SPARC”) allows HCLSoftware to become a leading innovative product organization in the world. This is to secure innovation in the HCLSoftware DNA while also matching the speed at which the technical landscape is changing.

Major focus areas

Helps in designing a structured approach towards ideation and innovation.

The foreign exchange earned and spent by the Company during the financial year, on accrual basis, is as follows:

(₹ in crores)

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Financial Year ended
Particulars March 31, March 31,
2023 2022
----- End of picture text -----

	March 31, 2023	March 31, 2023

Foreign exchange earnings	40,884	35,935

Foreign exchange outgo
- Expenditure in foreign currency	6,451	6,702
- CIF value of imports	366	520
-Dividend remitted in foreign currency	2,041	1,786
	8,858	9,008

For and on behalf of the Board of Directors of HCL Technologies Limited

Increases collaboration internally and externally.
Helps in development of Intellectual Property.
Works in the areas of AI, cloud, security, metaverse and quantum computing.

ROSHNI NADAR MALHOTRA Chairperson Place: Noida (U.P.), India DIN: 02346621 Date: April 20, 2023

II) Expenditure on R&D for the years ended March 31, 2023 and March 31, 2022 are as follows:

(₹ in crores)

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Particulars Financial Year ended
March 31, 2023 March 31, 2022
----- End of picture text -----

	March 31, 2023	March 31, 2023

R&D amount charged to the statement of Proft and Loss	552	522
R&D expenditure as a percentage of revenues	1.19%	1.28%

146 HCL Technologies Annual Report 2022-23

Annexure 5 to the Directors’ Report

Directors’ Responsibility Statement as required under Section 134(3)(c) of the Companies Act, 2013

a) The financial statements have been prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 2013 to the extent applicable to the Company. There have been no material departures from prescribed accounting standards while preparing these financial statements;
b) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have been made on a prudent basis, in order that the financial statements reflect in a true and fair manner, the state of affairs of the Company as at March 31, 2023 and the profit of the Company for the year ended on that date;
c) The Board of Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) The Board of Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Board of Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

For and on behalf of the Board of Directors of HCL Technologies Limited

ROSHNI NADAR MALHOTRA Chairperson DIN: 02346621

Place: Noida (U.P.), India Date: April 20, 2023

Directors’ Report 147

CORPORATE GOVERNANCE REPORT

The Company believes that good governance facilitates efficient, effective and entrepreneurial management that can deliver stakeholder value over long term. It is about commitment to values and ethical business conduct. It is a set of laws, regulations, processes and customs affecting the way a company is directed, administrated, controlled or managed. Good corporate governance forms the foundation for successful and integral organizations, institutions, and markets. It is based on the principles of integrity, fairness, equity, transparency, accountability, and commitment to values. These practices stem from an organization’s culture and mindset, and their effectiveness depends on regular review, preferably by independent parties.

The Company has developed a corporate governance framework which ensures effective board governance procedures, strong internal control systems, accountability and transparency. The Company has implemented various codes and policies to ensure best corporate governance practices at all levels. By upholding these practices, the Company aims to create an efficient and sustainable environment that benefits its stakeholders in the long run. The Company is committed in seeking opportunities for improvements on an ongoing basis.

1. PHILOSOPHY ON CODE OF GOVERNANCE

The corporate governance philosophy of the Company is based on the following principles:

Follow the spirit and not just the letter of the law. Corporate governance standards should go beyond the law.

Be transparent and maintain high degree of disclosure levels. When in doubt, disclose.

Make a clear distinction between personal convenience and corporate resources.

Communicate externally, in a truthful manner, about how the Company runs internally.

Have a simple and transparent corporate structure driven solely by business needs.

Comply with the laws of all the countries in which the Company operates.

Management is the trustee of shareholders’ capital and not the owner.

Corporate governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth and value creation. In addition to complying with the statutory requirements, effective governance systems and practices towards improving transparency, disclosures, internal control and promotion of ethics at workplace have been institutionalized. The Company recognizes that good governance is a continuing exercise and reiterates its commitment to pursue highest standards of corporate governance in the overall interest of its stakeholders .

2. BOARD OF DIRECTORS

The Board of Directors (“Board”) determines the purpose and values of the Company. The primary role of the Board is that of trusteeship so as to protect and enhance stakeholders’ value through strategic supervision.

The Board exercises leadership, integrity and judgment in directing so as to achieve continuing prosperity and to act in the best interest of the Company. The Board plays a critical role in overseeing how the management serves the short-term and longterm interests of shareholders and other stakeholders. This is

reflected in the Company’s governance practices, through which it strives to maintain an active, informed and independent Board. The Board ensures that the Company complies with all relevant laws, regulations, governance practices, secretarial, accounting and auditing standards. It identifies key risk areas and key performance indicators of the Company’s business and constantly monitors these factors.

The Board is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with the requisite powers, authorities and duties.

3. BOARD SIZE AND COMPOSITION

The Board is at the core of the Company’s corporate governance practices and oversees how the management serves and protects the long-term interests of all the stakeholders. The Company believes that an active, well informed and diversified Board is necessary to achieve highest standards of corporate governance.

The Board of the Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors. The composition of the Board of Directors is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Sections 149 & 152 of the Companies Act, 2013 (“Act”).

As on March 31, 2023, the Board of Directors of the Company consists of thirteen directors of which one is a Managing Director (designated as Chief Executive Officer (“CEO”) & Managing Director), two are Non-Executive Non-Independent Directors and ten are Independent Directors. In line with the Board's Diversity policy, there is a representation of four women directors.

The brief profile of Board Members is available on the website of the Company at https://www.hcltech.com/leadership.

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23%
77%
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31%
69%
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Independent Directors Men Women
Non-Independent Directors
(Executive & Non-Executive Directors)
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Re-appointment of Directors

i) As per the provisions of Section 152 and other applicable provisions of the Act & the Rules made thereunder and in terms of the Articles of Association of the Company, Ms. Roshni Nadar Malhotra (DIN - 02346621) who was liable to retire by rotation at the Annual General Meeting (“AGM”) of the Company held on August 16, 2022 had offered herself for re-appointment. The Board of Directors of the Company, after considering the relevant experience, expertise and integrity and recommendations of the Nomination and Remuneration Committee (“NRC”), recommended to the shareholders the re-appointment of Ms. Roshni Nadar Malhotra (DIN - 02346621) as a director, liable to retire by rotation. The said re-appointment was approved by the shareholders with requisite majority at the AGM of the Company held on August 16, 2022.

148 HCL Technologies Annual Report 2022-23

ii) As per the provisions of Section 152 of the Act & the Rules made thereunder and in terms of the Articles of Association of the Company, Mr. Shikhar Malhotra (DIN - 00779720) shall be liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as the Director of the Company, liable to retire by rotation. The Board

of Directors of the Company, after considering the relevant experience, expertise and integrity and recommendations of the NRC, approved to recommend to the shareholders the re-appointment of Mr. Shikhar Malhotra (DIN - 00779720) as a director, liable to retire by rotation, at the ensuing AGM of the Company.

4. COMPOSITION OF THE BOARD AND NUMBER OF DIRECTORSHIP(S) AND COMMITTEE MEMBERSHIP(S) / CHAIRMANSHIP(S) HELD AS ON MARCH 31, 2023 IN HCL TECHNOLOGIES LIMITED AND OTHER PUBLIC LIMITED COMPANIES ARE AS FOLLOWS:

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----- Start of picture text -----

No. of No. of
No. of Other Listed
Committee Committee No. of
Directorships Companies where the
Name of the Position in the Memberships Chairmanships shares
in Public Director is appointed as
Director and DIN Company in Public in Public held in the
Limited a Non-Executive
Limited Limited Company
Companies Independent Director
Companies [(1)] Companies [(1)]
Ms. Roshni Nadar Chairperson & 2 1 - 696 1. HDFC Asset
Malhotra [(2)] Non-Executive Management Company
(DIN - 02346621) Non-Independent Limited
Director
Mr. C. Vijayakumar CEO & Managing 1 - - 4,25,000 -
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	Position in the Company	No. of Directorships in Public Limited Companies	No. of Committee Memberships in Public Limited Companies(1)	No. of Committee Chairmanships in Public Limited Companies(1)	No. of shares held in the Company	No. of shares held in the Company
	Chairperson & Non-Executive Non-Independent Director	2	1	-	696
	CEO & Managing	1	-	-	4,25,000
(DIN - 09244485)	Director
Mr. Deepak Kapoor (DIN - 00162957)	Non-Executive Independent Director	4	5	2	Nil	1. TATA Steel Limited 2. Delhivery Limited
Mr. S. Madhavan (DIN - 06451889)	Non-Executive Independent Director	5	8	4	5,000	1. Transport Corporation of India Limited 2. ICICI Bank Limited 3. Sterlite Technologies Limited 4. Procter & Gamble Health Limited
Dr. Mohan Chellappa (DIN - 06657830)	Non-Executive Independent Director	1	-	-	Nil	-
Ms. Nishi Vasudeva (DIN - 03016991)	Non-Executive Independent Director	6	8	1	50	1. L&T Infra Credit Limited 2. Hitachi Energy India Limited
Ms. Robin Ann Abrams (DIN - 00030840)	Non-Executive Independent Director	1	1	-	Nil	-
Dr. S. Shankara Sastry (DIN - 05331243)	Non-Executive Independent Director	1	-	-	Nil	-
Mr. Shikhar Malhotra(2) (DIN - 00779720)	Non-Executive Non-Independent Director	1	1	-	Nil	-
Mr. R. Srinivasan (DIN - 00575854)	Non-Executive Independent Director	2	-	-	Nil	-
Mr. Simon John England (DIN - 08664595)	Non-Executive Independent Director	1	-	-	Nil	-
Mr. Thomas Sieber (DIN - 07311191)	Non-Executive Independent Director	1	-	-	Nil	-
Ms. Vanitha Narayanan (DIN - 06488655)	Non-Executive Independent Director	1	-	-	Nil	-

Notes:

(1) In accordance with the Regulation 26 of the Listing Regulations, Membership(s) / Chairpersonship(s) of only Audit Committees and Stakeholders’ Relationship Committees in all public limited companies have been considered.
(2) Mr. Shikhar Malhotra and Ms. Roshni Nadar Malhotra are related as Husband and Wife. No other director is related to any other Director on the Board.

Corporate Governance Report

149

5. SUMMARY OF DIRECTORS’ SKILLS / EXPERTISE

In order to effectively discharge their duties, it is necessary that collectively the Directors hold the appropriate balance of skills, experience and expertise. The Board possesses diverse skills and expertise across its members, that enables the Board to take decisions comprehensively and effectively on all matters.

The Board’s current Skills Matrix includes the following attributes:

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Ms. Ms. Mr.
Mr. Dr. S. Mr. Mr. Ms.
Roshni Mr. C. Mr. S. Dr. Mohan Ms. Nishi Robin Mr. R. Simon
MalhotraNadar Vijayakumar Deepak Kapoor Madhavan Chellappa Vasudeva AbramsAnn Shankara Sastry MalhotraShikhar Srinivasan EnJohn gland Thomas Sieber NarayananVanitha
----- End of picture text -----

	Ms. Roshni Nadar Malhotra	Mr. C. Vijayakumar	Mr. Deepak Kapoor	Mr. S. Madhavan	Dr. Mohan Chellappa	Ms. Nishi Vasudeva	Ms. Robin Ann Abrams	Dr. S. Shankara Sastry	Mr. Shikhar Malhotra	Mr. R. Srinivasan	Mr. Simon John England	Mr. Thomas Sieber	Mr. Thomas Sieber

Leadership Innate leadership skills including the ability to represent the organization and set appropriate Board and organization culture. Demonstrated strengths in talent development, succession planning and bringing change and long-term future growth.	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Strategic Planning and Analysis Ability to critically identify and assess strategic opportunities and threats and develop efective strategies in the context of long- term objectives and the organizations’ relevant policies and priorities.	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y
Information Technology Reasonable knowledge and experience in technology with an ability to foresee technological trends and changes, apply new technology and bring about innovations in business strategies.	Y	Y	-	-	Y	Y	Y	Y	Y	Y	Y	-	Y
Governance Understanding of the various governance and compliance requirements under various applicable laws, supporting a strong broad base and management accountability, transparency, and protection of shareholder interests.	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	-	Y

150 HCL Technologies Annual Report 2022-23

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	Ms. Roshni Nadar Malhotra	Mr. C. Vijayakumar	Mr. Deepak Kapoor	Mr. S. Madhavan	Dr. Mohan Chellappa	Ms. Nishi Vasudeva	Ms. Robin Ann Abrams	Dr. S. Shankara Sastry	Mr. Shikhar Malhotra	Mr. R. Srinivasan	Mr. Simon John England	Mr. Thomas Sieber	Mr. Thomas Sieber

Financial Wide ranging knowledge and fnancial skills, oversight for risk management and internal controls and profciency in fnancial management and fnancial reporting processes.	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	-	Y
Diversity An appropriate mix of varied cultures, ethnicity, geography, gender, age, philosophies, life experiences and other diversity perspectives that expand the Boards’ understanding of the needs of diverse stakeholders and a better ability to respond to changes.	Y	Y	-	-	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mergers & Acquisitions Signifcant experience in mergers and acquisitions and other business combinations, with strong insight of risks and opportunities, valuations and diligence processes, structural impact on the organization, and ability to leverage integration planning.	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	-	-	Y
Global Business Understanding of diversifed business environments, economic, political, cultural and regulatory framework across the globe, and a broad perspective on global market opportunities.	Y	Y	Y	Y	Y	-	Y	Y	Y	Y	Y	Y	Y
Marketing and Communications Ability to analyze the market and technological impacts, developing strategies for brand awareness and brand building and enhancing market share.	Y	Y	-	-	Y	Y	Y	Y	Y	Y	Y	-	Y

Corporate Governance Report 151

6. MEMBERSHIP ON OTHER BOARDS

Non-Executive Directors are expected not to serve on the boards of competing companies. Other than this, there is no limitation on the directorships except those imposed by law and good corporate governance practices.

7. DIRECTORS’ RESPONSIBILITIES

a) In addition to the duties and responsibilities entrusted on the Directors of the Company as per the provisions of the Act and Listing Regulations, it is the elementary responsibility of the Board members to oversee the management of the Company and in doing so, serve the best interests of the Company and its stakeholders. This responsibility inter-alia shall include:
Reviewing and approving fundamental operating, financial and other corporate plans, strategies and objectives.
Establishing a corporate environment that promotes timely and effective disclosure (including robust and appropriate controls, procedures and incentives), fiscal responsibilty, high ethical standards and compliance with all applicable laws and regulations.
Evaluating the performance of the Company and its senior executives.
Evaluating the overall effectiveness of the Board and its Committees.
b) Exercise business judgement: In discharging their fiduciary duties of care and loyalty, the Directors are expected to exercise their business judgement to act in what they reasonably believe to be in the best interests of the Company and its stakeholders.
c) Understand the Company and its business: The Directors have an obligation to remain informed about the Company and its business, including the principal operational and financial objectives, strategies and plans of the Company, relative standing of the business segments within the Company and vis-a-vis the competitors of the Company, factors that determine the Company’s success, results of operations and financial condition of the Company.
d) Establish effective systems: The Directors are responsible for determining that effective systems are in place for periodic and timely reporting by the management to the Board on important matters concerning the Company including the following:
- Current business and financial performance, degree of achievement of approved objectives and the need to address forward planning issues.
- Compliance programs to assure the Company’s compliance with laws and corporate policies.
- Material litigation, governmental and regulatory matters.
Attending the meeting of the Board & its Committees and also attending the Annual General Meeting & other General Meetings of the shareholders.

8. BOARD AND COMMITTEE MEETINGS - FUNCTIONING AND PROCEDURE

Calendar	The probable dates of the Board / Committee meetings for the forthcoming fnancial year are decided in advance and published as part of this Report.
Frequency	The Board meets at least once in a quarter to review the fnancial results and other items of the agenda. Whenever necessary, additional meetings are held. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
Location	The venue of attending the Board / Committee meetings is informed well in advance to all the Directors. Every Director is expected to attend the meetings in person. The Company efectively uses video-conferencing facility to enable the participation of Directors who are not able to attend the meetings in person.
Matters	All divisions / departments of the Company are advised to schedule their work plans in advance, particularly with regard to matters requiring discussions / approval / decision of the Board and / or its Committee(s). All such matters are communicated to the Company Secretary in advance so that the same can be included in the agenda for the Board / Committee meetings, after seeking approval of the Chairperson of the Board / respective Committee.
Meeting material / agenda distributed in advance	Meetings are governed by the structured agenda. The agenda for each Board / Committee meeting is circulated in advance to the Directors. The agenda items are backed by the comprehensive background information. All material information is incorporated in the agenda facilitating meaningful and focused discussions in the meeting. Every Director is free to suggest items for inclusion in the agenda. Also, the Company has adopted a web-based application for transmitting Board / Committee Agenda(s).
Presentations by management	The Board is given presentations covering operational performance, fnancials and major updates on business opportunities, business strategy, risk management practices, treasury / forex, tax, litigation, changes in applicable law(s), etc.
Access to employees	The Directors are provided free access to communicate with the ofcers and employees of the Company. Management is encouraged to invite the Company personnel to any Board / Committee(s) meeting at which their presence and expertise would help the Board to have a full understanding of the matters being considered.

152 HCL Technologies Annual Report 2022-23

Availability of information to Board members	The information placed before the Board includes annual operating plans and budgets including operating and capital expenditure budgets, fnancial results of the Company both consolidated and standalone basis, fnancials of each of the subsidiaries and investments made by the subsidiaries, risk assessment and minimization procedures, update on the state of the market for the business as well as on the strategy, minutes of subsidiaries, minutes of all the Board Committees, related party transactions, details of the treasury investments, details of foreign exchange exposure, update on statutory and secretarial compliance reports and reports of non-compliances, if any, information on recruitment / remuneration of senior ofcers, show cause / demand notices, if any, details of joint ventures or collaboration agreements, signifcant changes in the accounting policies, signifcant changes in laws, sale of any material nature, etc.
Post meeting follow- up mechanism	The guidelines for Board and Committee meetings facilitate an efective post meeting follow up review and reporting process for the decisions taken by the Board and Committee(s) thereof. The important decisions taken at the Board / Committee meetings are promptly communicated to the concerned departments / divisions. Action taken report on the decisions of the previous meeting(s) is placed at the subsequent meetings of the Board / Committee(s) for information and review by the Board / respective Committee(s).

Availability of
information to Board
members

The information placed before the Board includes annual operating plans and budgets including operating
and capital expenditure budgets, fnancial results of the Company both consolidated and standalone basis,
fnancials of each of the subsidiaries and investments made by the subsidiaries, risk assessment and
minimization procedures, update on the state of the market for the business as well as on the strategy,
minutes of subsidiaries, minutes of all the Board Committees, related party transactions, details of the treasury
investments, details of foreign exchange exposure, update on statutory and secretarial compliance reports
and reports of non-compliances, if any, information on recruitment / remuneration of senior ofcers, show
cause / demand notices, if any, details of joint ventures or collaboration agreements, signifcant changes in
the accounting policies, signifcant changes in laws, sale of any material nature, etc.

Post meeting follow-
up mechanism

The guidelines for Board and Committee meetings facilitate an efective post meeting follow up review and
reporting process for the decisions taken by the Board and Committee(s) thereof. The important decisions
taken at the Board / Committee meetings are promptly communicated to the concerned departments / divisions.
Action taken report on the decisions of the previous meeting(s) is placed at the subsequent meetings of the
Board / Committee(s) for information and review by the Board / respective Committee(s).

9. BOARD MEETINGS AND ATTENDENCE

Five Board Meetings were held during FY 2022-23. These meetings were held on April 20-21, 2022, May 6, 2022, July 12, 2022, October 12, 2022 and January 12, 2023. The necessary quorum was present at all the meetings and Independent Directors were also present in such meetings. The maximum interval between any two meetings did not exceed 120 days.

The following table gives the attendance of the Directors at the Board Meetings held during FY 2022-23 and at the last AGM:

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Name of the No. of No. of Attendance Whether
Directors Board Board (%) last AGM
meetings meetings attended
held attended
during by
Director’s Director
tenure during
his / her
tenure
----- End of picture text -----

	No. of Board meetings held during Director’s tenure	No. of Board meetings attended by Director during his / her tenure	Attendance (%)	Attendance (%)

Ms. Roshni Nadar Malhotra	5	5	100	Yes
Mr. C. Vijayakumar	5	5	100	Yes
Mr. Deepak Kapoor	5	3	60	Yes
Mr. S. Madhavan	5	5	100	Yes
Dr. Mohan Chellappa	5	5	100	Yes
Ms. Nishi Vasudeva	5	5	100	Yes
Ms. Robin Ann Abrams	5	5	100	Yes
Dr. S. Shankara Sastry	5	4	80	Yes
Mr. Shikhar Malhotra	5	5	100	Yes
Mr. R. Srinivasan	5	5	100	Yes
Mr. Simon John England	5	4	80	Yes
Mr. Thomas Sieber	5	3	60	Yes
Ms. Vanitha Narayanan	5	4	80	Yes

10. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board in which he / she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he / she meets the criteria of Independence as provided under Section 149 of the Act and applicable rules made thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations. The Company has received necessary declarations from each Independent Director that he / she meets the criteria of

Independence in terms of the Act and Listing Regulations.

Further in compliance with Rule 6(1) and Rule 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they have applied online for inclusion of their name in the data bank of independent directors and have filed an application for renewal, as applicable.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfill the conditions as specified in the Act and the Listing Regulations and are independent of the Management of the Company.

11. MEETING OF THE INDEPENDENT DIRECTORS

In terms of the provisions of the Act and the Listing Regulations, the Independent Directors of the Company shall meet at least once in a financial year, without the presence of Executive and Non-Independent Directors and members of management. The Independent Directors met on March 23, 2023 inter-alia discussed and reviewed:

the performance of Non-Independent Directors and the Board as a whole;
the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and NonExecutive Directors; and
quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

12. BOARD EVALUATION

The Board, pursuant to the provisions of the Act and Listing Regulations has carried out an Annual Evaluation of its own performance, performance of the Board Committees and of the individual Directors (including the Independent Directors) on various parameters.

The criteria for the evaluation of the performance of the Board, the Committees of the Board and the individual Directors, including the Chairperson of the Board was approved by the Nomination and Remuneration Committee (“NRC”) of the Company.

The Board considered the aforesaid evaluation done by the independent Directors in their meeting and undertook the annual performance evaluation that included review of the Board evaluation framework, review the performance of the Board as a whole, review the performance of the Board Committees, review the performance of Individual Directors including Independent

Corporate Governance Report 153

Directors and review the fulfillment of the independence criteria and their independence from the management.

The Board evaluated the performance of the Board as a whole after seeking inputs from all the directors on the basis of criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the individual directors (including the Independent Directors) was reviewed by the Board on the basis of criteria such as contribution of individual Director to the Board and Committee meetings, preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in the meetings etc. The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committees, etc. In addition, the Chairperson of the Board was also evaluated on the key aspects of her role.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Further, periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes are provided to the Directors in the Board meetings.

Upon appointment, the Independent Directors are issued a letter of appointment setting out in detail the terms of appointment including their roles, functions, responsibilities and their fiduciary duties as a Director of the Company. A draft letter is available on the website of the Company and the weblink for the same has been provided at the end of this report.

14. BOARD DIVERSITY

The Company recognizes its obligation to maintain a diverse Board. The Company considers that the concept of diversity incorporates several different aspects, such as professional experiences,

business perspectives, skills, knowledge, gender, age, culture, educational background and ethnicity.

The Company believes that Board diversity enhances decision making capability and a diverse Board is more effective in dealing with organizational changes and less likely to suffer from group thinking.

The Board Diversity policy of the Company is available on the website of the Company and the weblink for the same has been provided at the end of this Report.

15. BOARD COMMITTEES

The Board Committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas / activities which concern the Company and need a closer review. They are set up under the formal approval of the Board to carry out their clearly defined roles. The Board supervises the execution of its responsibilities by the Committees and is responsible for their actions.

Keeping in view the requirements of the Act as well as the Listing Regulations, the Board has approved the terms of reference of the various committees which set forth the purposes, goals and responsibilities of the Committees. All observations, recommendations and decisions of the Committees are placed before the Board for information and / or for approval.

All decisions / recommendations made by various Board Committees during FY 2022-23 were noted / accepted by the Board.

16. FREQUENCY AND LENGTH OF MEETING OF THE COMMITTEES OF THE BOARD AND AGENDA

The Chairperson of each Committee of the Board, in consultation with the appropriate members of the management determine the frequency and length of the meetings of the Committees and develop the Committees agenda. The agenda of the Committee meetings is shared in advance with all the members of the Committee.

17. CHAIRMANSHIP / MEMBERSHIP OF DIRECTORS IN COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2023

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S. Director Audit Nomination and Stakeholders’ Corporate Finance Risk ESG &
No. Committee Remuneration Relationship Social Committee Management Diversity Equity
Committee Committee Responsibility Committee Inclusion
Committee Committee
Executive Director
Mr. C.
1. NA NA NA NA NA NA NA
Vijayakumar
Non-Independent Non-Executive Directors
Ms. Roshni
2. Nadar NA Member Member Chairperson Member NA Member
Malhotra
Mr. Shikhar
3. NA NA Member NA Member NA NA
Malhotra
Independent Non-Executive Directors
Mr. Deepak
4. Member NA NA NA NA Member NA
Kapoor
Mr. S.
5. Chairperson NA Chairperson Member Chairperson Chairperson NA
Madhavan
Dr. Mohan
6. NA Member NA Member NA NA NA
Chellappa
----- End of picture text -----

154 HCL Technologies Annual Report 2022-23

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----- Start of picture text -----

S. Director Audit Nomination and Stakeholders’ Corporate Finance Risk ESG &
No. Committee Remuneration Relationship Social Committee Management Diversity Equity
Committee Committee Responsibility Committee Inclusion
Committee Committee
Ms. Nishi
7. Member NA NA NA NA Member NA
Vasudeva
Ms. Robin Ann
8. Member Member NA NA NA Member Chairperson
Abrams
Dr. S.
9. Shankara NA NA NA NA NA NA NA
Sastry
Mr. R.
10. NA Chairperson NA NA Member NA NA
Srinivasan
Mr. Simon
11. NA NA NA NA NA NA Member
John England
Mr. Thomas
12. NA NA NA NA Member NA NA
Sieber
Ms. Vanitha
13. NA Member NA NA NA NA NA
Narayanan
----- End of picture text -----

i) Audit Committee

The Audit Committee of the Company comprises of four members. The Committee is chaired by Mr. S. Madhavan, an Independent Director of the Company. Mr. Deepak Kapoor, Ms. Nishi Vasudeva and Ms. Robin Ann Abrams are the other members of the Committee, all of whom are Independent Directors.

The Company Secretary acts as a Secretary to the Committee.

Terms of Reference

the information provided by the management relating to the independence of such firm and performance and effectiveness of audit process, including, among other things, information relating to the non-audit services provided and expected to be provided by the statutory auditors.

The Committee is also responsible for:

i) actively engaging in dialogue with the statutory auditors with respect to any disclosed relationship or services that may impact the objectivity and independence of the statutory auditors, and

The terms of reference of Audit Committee are as under:

a) Statutory Auditors

Recommend to the Board the appointment, re-appointment and if required, the replacement or removal of the statutory auditors, including filling of a casual vacancy, fixation of audit fee / remuneration, terms of appointment and also provide prior approval of the appointment of and the fees for any other services rendered by the statutory auditors. Provided that the statutory auditors shall not render services prohibited to them by Section 144 of the Companies Act, 2013 or by professional regulations.

The Committee shall take into consideration the qualifications and experience of the firm proposed to be considered for appointment as auditors as specified under Section 141 of the Companies Act, 2013 and whether these are commensurate with the size, nature of business and requirements of the Company and also consider any completed and pending proceedings against the proposed firm of Auditors before the Institute of Chartered Accountants of India or any competent authority or any Court.

The Committee shall recommend to the Board, the name of the audit firm who may replace the incumbent auditor on the expiry of their term.

b) Review and monitor Independence and Performance of Statutory Auditors and Effectiveness of Audit Process

In connection with recommending the firm to be retained as the Company’s statutory auditors, review and monitor

ii) recommending that the Board takes appropriate action in response to the statutory auditors’ report to satisfy itself of their independence.

c) Review Audit Plan

Review with the statutory auditors their plans for, and the scope of their annual audit and other examinations.

d) Conduct of Audit

Discuss with the statutory auditors the matters required to be discussed for the conduct of the audit.

e) Review and examination of Audit Results

Review and examination with the statutory auditors the proposed report on the annual audit, areas of concern, the accompanying management letter, if any, the reports of their reviews of the Company’s interim financial statements, and the reports of the results of such other examinations outside of the course of the statutory auditors’ normal audit procedures that they may from time to time undertake.

f) Review and examination of Financial Statements

Review and examination of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are accurate, sufficient and credible and evaluation of internal financial controls and risk management systems, to obtain reasonable assurance based on evidence regarding processes followed and their appropriate testing that

Corporate Governance Report 155

such systems are adequate and comprehensive and are working effectively. The Audit Committee shall review with appropriate officers of the Company and the statutory auditors, the annual financial statements of the Company prior to submission to the Board or public release thereof, focusing primarily on:

1) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of Section 134(5) of the Companies Act, 2013;
2) Any changes in accounting policies and practices and reasons for the same;
3) Major accounting entries based on exercise of judgment by management;
4) Qualifications in draft audit report;
5) Significant adjustments made in the financial statements arising out of audit;
6) The going concern assumption;
7) Compliance with accounting standards;
8) Compliance with stock exchange and legal requirements concerning financial statements;
9) Any related party transactions i.e. transactions of the Company with its subsidiaries, promoters or the management, or their relatives, etc. that may have conflict with the interest of the Company at large;
10) Contingent liabilities;
11) Status of litigations by or against the Company; and
12) Claims against the Company and their effect on the accounts.

The definition of the term “Financial Statement” shall be the same as under Section 2(40) of the Companies Act, 2013.

g) Review Quarterly Financial Statements

Reviewing with the management, the quarterly / interim financial statements before submission to the Board for approval.

h) The Audit Committee shall perform the following Risk Management Functions:

1) Assist the Board in overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environmental risks;
2) Review and approve the Risk management Policy and associated framework, processes and practices;
3) Assist the Board in taking appropriate measures to achieve a prudent balance between risk and reward in both ongoing and new business activities;
4) Evaluating significant risk exposures including business continuity planning and disaster recovery planning;
5) Assessing management’s actions in mitigating the risk exposures in a timely manner;
6) Promote enterprise-wide Risk Management and obtain comfort based on adequate and appropriate evidence that the Management of the Company ensures the implementation and effective functioning of the entire risk management process and embedding of a comprehensive risk management culture in the Company at every stage of its operations;
7) Assist the Board in maintenance and development of a supportive culture, in relation to the management of risk, appropriately embedded through procedures, training and leadership actions so that all employees are alert to the wider impact on the whole organization of their actions and decisions;
8) Maintaining an aggregated view on the risk profile of the Company/ Industry in addition to the profile of individual risks;
9) Ensure the implementation of and compliance with the objectives set out in the Risk Management Policy;
10) Advise the Board on acceptable levels of risk appetite, tolerance and strategy appropriate to the size and nature of business and the complexity and geographic spread of the Company’s operations;
11) Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time; and
12) The Committee shall have access to any internal information necessary to fulfill its oversight role. As and when required the Committee may assign tasks to the Internal Auditor, the Company’s internal Risk management team and any external expert advisors considered necessary for any task and they will provide their findings to the Committee.

i) Review the performance of the Internal and External Auditors

Review with the management the performance of the statutory and internal auditors and the existence, adequacy and effective functioning of the internal control systems including internal control system over financial reporting, based on appropriate and effective evidence and such other matters as may be required.

j) Oversight Role

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure the financial statements are correct, sufficient and credible.

k) Review Internal Audit function

Review the adequacy of the internal audit function, including the structure of the internal audit department, adequate staffing and the qualifications, experience, authority and autonomy of the person heading the department, the reporting structure, coverage and frequency of internal audit.

l) Review Internal Audit plans

Review with the senior internal audit executive and

156 HCL Technologies Annual Report 2022-23

appropriate members of the staff of the internal auditing department, the plans for and the scope of their ongoing audit activities and also review and approve the periodicity and programme for conducting the internal audit.

m) Review Internal Audit reports

Review with the senior internal auditing executive and appropriate members of the staff of the internal auditing department the periodic reports of the findings of the audit and reports and the necessary follow up and implementation of correction of errors and other necessary actions required. The Audit Committee shall also review the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of the internal control system of a material nature and ensure that proper corrective action is taken. Any such matters shall be reported to the Board if necessary and appropriate.

n) Review systems of Internal Financial Controls

Review with the statutory auditor and the senior internal auditor to the extent deemed appropriate by the Chairperson of the Committee, the adequacy of the Company’s internal financial controls as defined in Section 134 of the Companies Act, 2013.

o) Review and ensure the existence, adequacy and effective functioning of a Vigil Mechanism / Whistleblower Policy appropriate to the size, complexity and geographic spread of the Company and its operations

The Vigil mechanism / Whistleblower Policy shall provide for adequate safeguards against victimization of all persons referring any matter under the mechanism and shall also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Matters referred and the action taken shall be regularly reported to the Committee once a quarter or more frequently. The mechanism and policy shall cover whistleblower and complaint references of all kinds, including alleged fraud by or against the Company, abuse of authority, misbehavior and ill treatment and unfair treatment of all kinds including all allegations and charges of harassment, sexual or otherwise, whether made by a named complainant or anonymously. Complaints which are prima facie frivolous in the view of the Ombudsperson Function or the Whistleblower Committee of the Company or other Committee or group of individuals responsible for investigating complaints and taking suitable action may be closed with appropriate reasons recorded. If any of the members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand.

r) Investigation

The Audit Committee has the authority to investigate any matter in relation to the items specified in Section 177 of the Companies Act 2013 or referred to it by the Board and for this purpose; it shall have full access to the information contained in the records of the Company. It may also investigate any activity within its term of reference. It has the authority to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (for non-payment of declared dividends) and creditors, if any and any other instance of a failure of legal compliance.

s) Seek information / advice

The Audit Committee may seek information from any employee and may obtain from external independent sources any legal or other professional advice it considers necessary in the performance of its duties. It may also secure attendance of independent professional persons with suitable qualifications and relevant experience in specific matters, if it considers this necessary.

t) Approval for appointment of Chief Financial Officer

The Committee shall approve the appointment of the CFO (the whole-time Finance Director or any other person heading the finance function) after assessing the qualifications, experience and background etc. of the candidate.

u) Review and monitor the Statement of Uses and Application of Funds

Review and monitor, with the management, the statement of uses / application of funds raised through an issue (public, rights preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of the public issue or rights issue, and make appropriate recommendations to the Board.

v) Review of other Information

The Audit Committee shall mandatorily review the following information:

1) Management discussion and analysis of financial condition and results of operation;
2) Statement of related party transaction submitted by the management;
3) Management letters / letters of internal control weaknesses issued by the statutory auditors;

p) Review other matters

Review such other matters in relation to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.

q) Reporting to Board

Report its activities to the Board in such manner and at such times, as it deems appropriate.

4) Internal audit reports relating to internal control weaknesses;
5) The appointment, removal and terms of remuneration of the Chief Internal Auditor;
6) Inter-corporate loans and investments including review of utilization of loans and / or advances from investment by the Company in any of its subsidiary exceeding the prescribed limit of the asset size of the subsidiary as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Corporate Governance Report 157

7) Valuation of undertakings and assets of the Company whenever necessary; and
8) Internal control system in regard to prevention of insider trading.

w) Basis of Related Party Transactions

1) The statement in summary form of transactions with related parties in the ordinary course of business shall be placed periodically before the audit committee.
2) Details of individual transactions with related parties, which are not in the normal course of business, shall be placed before the audit committee.
3) Details of individual transactions with related parties or others, which are not on arm’s length basis shall be placed before the Audit Committee together with the management justification for the selection of the related party and the price and other terms agreed.
4) Approval or any subsequent modification of all transactions of the Company with related parties.
5) On satisfying itself adequately regarding the reasons for the related party transactions undertaken and the terms and conditions agreed including price and the observation of the arms’ length principle, with suitable explanations for any departures, the Committee shall periodically approve the related party transactions.

Explanation:

a) “Related Party Transaction” means a transaction envisaged as a related party transaction defined under the Companies Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments thereof).
b) “Related Party” means a related party as defined under the Companies Act, 2013, rules made thereunder and under applicable accounting standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments thereof).

x) To attend Annual General Meeting

The Chairman of the Audit Committee shall attend the Annual General Meetings of the Company to provide any clarification on matters relating to its scope sought by the members of the Company.

The statutory auditors of the Company shall be special invitees to the Audit Committee meetings, and they shall participate in discussions related to the audit and reviews of the financial statements of the Company and any other matter that in the opinion of the statutory auditors needs to be brought to the notice of the Committee or any matter in which they are invited by the Committee to participate.

y) Subsidiary Companies

z) Reporting of Fraud by the Auditors

In case the auditor has sufficient reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company, or by the Company the Auditor shall forward his report to the Committee and the Committee shall send its reply or observations to the Auditor and such matters shall be reported to the Board by the Committee.

aa) Cost Auditor

If the Company is required by the Companies Act, 2013 or other legal provision to appoint a Cost Auditor to have a cost audit conducted, the Committee shall take into consideration the qualifications and experience of the person proposed for appointment as the cost auditor and recommend such appointment to the Board, together with the remuneration to be paid to the cost auditor.

ab) Review of the Terms of Reference of the Audit Committee

The Committee shall review and reassess the adequacy of the terms of reference of the Audit Committee on a periodical basis, and where necessary obtain the assistance of the Management the Group’s external auditors and external legal counsel.

ac) Registered Valuer

The Audit Committee shall prescribe the terms and conditions and the appointment of a registered valuer having the requisite qualifications and experience.

ad) Review of scheme of restructuring

The Audit Committee shall review and provide its comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders.

Nine meetings of the Audit Committee were held during FY 2022-23. These meetings were held on April 4, 2022, April 21, 2022, July 1, 2022, July 12, 2022, September 27, 2022, October 12, 2022, December 20, 2022, January 12, 2023 and March 28, 2023. The necessary quorum was present at all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Attendance details of each member at the Audit Committee meetings held during FY 2022-23 are as follows:

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Name of the No. of No. of
Committee Position meetings meetings
Member held attended
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	Position	No. of meetings held	No. of meetings held

Mr. S. Madhavan	Chairperson	9	9
Mr. Deepak Kapoor	Member	9	8
Ms. Nishi Vasudeva	Member	9	9
Ms. Robin Ann Abrams	Member	9	9

The Audit Committee of the holding company shall also review the financial statements, in particular the intercorporate loans and investments made by or in the subsidiary companies.

158 HCL Technologies Annual Report 2022-23

ii) Nomination and Remuneration Committee

The Company’s Nomination and Remuneration Committee (“NRC”) comprises of five members including four Independent Directors. The Committee is chaired by Mr. R. Srinivasan, Independent Director of the Company. Dr. Mohan Chellappa, Ms. Roshni Nadar Malhotra, Ms. Robin Ann Abrams and Ms. Vanitha Narayanan are the other members of the Committee.

k) Approve grant of stock options to the employees and / or Directors (excluding Independent Directors and Promoter Directors) of the Company and subsidiary / associate companies and perform such other functions and take such decisions as are required under the various Employees Stock Option Plans of the Company.
l) Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

Terms of Reference

m) Make reports to the Board as appropriate.

The terms of reference of the NRC are as under:

a) Succession planning for certain key positions in the Company viz. Directors, Chief Executive Officer (CEO), Chief Operating Officer (COO), Chief Financial Officer (CFO) and Senior Management. The Committee to identify, screen and review candidates, inside or outside the Company and provide its recommendations to the Board (Board).
b) Review and recommend to the Board the appointment and removal of Directors / Key Managerial Personnel and persons in senior management. “Senior Management” shall mean corporate officers of the Company and the functional heads.
c) Review of criteria to carry out the performance evaluation of the Board as a whole and individual Directors.
d) Recommend to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee while formulating the aforesaid policy shall ensure that –

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;
n) Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

During FY 2022-23, the NRC met six times on April 15, 2022, June 19, 2022, July 5, 2022, August 22, 2022, November 14, 2022 and December 23, 2022. The necessary quorum was present at all the meetings.

Attendance details of each member at NRC meetings held during FY 2022-23 are as follows:

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----- Start of picture text -----

Name of the No. of No. of
Committee Position meetings meeting
Member held attended
----- End of picture text -----

	Position	No. of meetings held	No. of meetings held

Mr. R. Srinivasan	Chairperson	6	6
Ms. Roshni Nadar Malhotra	Member	6	6
Dr. Mohan Chellappa	Member	6	6
Ms. Robin Ann Abrams	Member	6	6
Ms. Vanitha Narayanan	Member	6	6

Remuneration Policy for Directors, Key Managerial Personnel and other employees

I. Scope of the Policy

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
e) Formulate the criteria for determining the qualifications, positive attributes and independence of Directors.

The Remuneration Policy (“Policy”) applies to the Directors and Key Managerial Personnel of the Company and other employees of the HCL Technologies Limited ("Company") and its subsidiaries.

II. Background

A transparent, fair and reasonable process for determining the appropriate remuneration at all career levels and roles as prevalent in the Company is required to ensure that the shareholders remain informed and confident about the management of the Company.

f) Devise a Policy on Board Diversity.

III. Objective

g) Review and approve / recommend the remuneration for the Senior Management / Key Managerial Personnel of the Company.
h) Approve inclusion of senior officers of the Company as part of the Senior Management.
i) Approve promotions of the Senior Management / Key Managerial Personnel.

The objectives of this Policy are:

a) To create a transparent system of determining the appropriate level of remuneration throughout all career levels and roles of the Company;
b) Motivate the Directors, Key Managerial Personnel and other employees, to perform to their maximum potential;
j) Regularly review the Human Resource function of the Company.

Corporate Governance Report 159

c) To reward performance and meritocracy, based on review of achievements on a regular basis and is in consonance and benchmarked with the existing industry practices;
d) Allow the Company to compete in each relevant employment market;
e) Provide consistency in remuneration and benefits throughout the Company;
f) Align the performance of the business with the performance of key individuals and teams within the Company.

IV. Remuneration Policy for Directors

(a) Executive Directors

The remuneration of the Executive Directors will be recommended by the Nomination and Remuneration Committee (“Committee”) to the Board of Directors (“Board”) and after approval by the Board, the same will be put up for the shareholder’s approval.

(b) Non-Executive Directors

Non-Executive Directors will be paid commission as approved by the Board within the limits approved by the shareholders of the Company. The amount of such commission, taken together for all Non-Executive Directors, will not exceed 1% of the net profits of the Company in a financial year calculated as per the requirements of Section 198 of the Companies Act, 2013 (“Act”). The said commission shall be decided each year by the Board of Directors and distributed amongst the Non-Executive Directors based on their evaluation, and contribution at the Board and certain Committee meetings as well as the time spent on operational matters other than at meetings.

The Company shall reimburse the travelling, hotel and other out-of-pocket expenses incurred by the Directors for attending the meetings and for other work on behalf of the Company.

V. Remuneration Policy for Key Managerial Personnel and other employees

The Company’s Remuneration Policy of Key Managerial Personnel (other than Executive Directors covered above) and other employees is driven by their success and performance of the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, performance based variable pay, benefits and perquisites, long term cash incentive plans and equity based reward plans. Individual performance pay is determined by business performance and the performance of the individuals measured through periodic appraisal process. The Company will ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate all employees to contribute to their potential and in turn run the Company successfully.

The Company may consider on case to case basis for granting the personal loan to the employees on a specific request by the employees.

VI. Disclosure

The Policy shall be disclosed in the Board Report, Annual Report and such other places as may be required by the Act and rules framed thereunder, Equity Listing Agreement entered into with the stock exchanges (including any statutory modification(s) or re-enactment thereof) and such other laws for the time being in force.

VII. Implementation

This Policy has been approved and adopted by the Board of the Company after the recommendation of the Committee of the Company. Any revisions to the Policy will be submitted to the Board for consideration on recommendation by the Committee.

The above policy is also available at the website of the Company and weblink for the same is provided at the end of this report.

iii) Stakeholders’ Relationship Committee

The Company’s Stakeholders’ Relationship Committee (“SRC”) comprises of three members with one member as Independent Director. The Committee is chaired by Mr. S. Madhavan. Ms. Roshni Nadar Malhotra and Mr. Shikhar Malhotra are the other members of the Committee.

Mr. Manish Anand, Company Secretary, is the Compliance Officer of the Company.

Terms of Reference

The Stakeholders’ Relationship Committee has been formed to undertake the following activities:

a) To review and take all necessary actions for redressal of grievances and complaints of security holders as may be required in the interests of the security holders.
b) To approve requests of re-materialisation of shares / securities, issuance of split and duplicate shares / security certificates.

During FY 2022-23, the Committee met five times on July 12, 2022, November 30, 2022, December 13, 2022, February 20, 2023 and March 9, 2023. The necessary quorum was present at all the meetings. The Committee also approved certain matters through resolutions passed by circulation.

Attendance details of each member at SRC meetings held during FY 2022-23 are as follows:

Name of the Committee Member	Position	No. of meetings held	No. of meetings attended
Mr. S. Madhavan	Chairperson	5	5
Ms. Roshni Nadar Malhotra	Member	5	5
Ms. Shikhar Malhotra	Member	5	5

160 HCL Technologies Annual Report 2022-23

Investors’ Grievances

The following table shows the Shareholders’ complaints received during FY 2022-23:

Particulars	No. of Complaints
Investor complaints pending at the beginning of theyear	Nil
Investor complaints received duringtheyear	20
Investor complaints disposed of duringtheyear	20
Investor complaints remaining unresolved at the end of theyear	Nil

iv) Risk Management Committee

The Risk Management Committee of the Company comprises of four members. The Committee is chaired by Mr. S. Madhavan, Independent Director of the Company. Mr. Deepak Kapoor, Ms. Nishi Vasudeva and Ms. Robin Ann Abrams are the other members of the Committee, all of whom are Independent Directors.

Terms of Reference

The terms of reference of the Risk Management Committee are as under:

a) To assist the Board of Directors (“Board”) in overseeing the responsibilities with regard to the identification, evaluation, monitoring and mitigation of internal and external risks, in particular including financial, operational, strategic sectoral, sustainability (particularly, ESG related risks), information cyber security risks or any other risk as may be determined by the Risk Management Committee (“Committee”).
b) To assist the Board in taking appropriate measures to achieve a prudent balance between risk and reward in both ongoing and new business activities.
c) To formulate a detailed Risk Management Policy and periodically review and approve it, at least once in two years, including by considering the changing industry dynamics and evolving complexity associated framework, processes and practices.
d) To evaluate significant risk exposures including business continuity planning and disaster recovery planning to ensure a Business Continuity Plan (“BCP”) is in place for the Company.
e) To assess management’s actions in mitigating the risk exposures in a timely manner.
f) To promote enterprise-wide Risk Management and obtain comfort based on adequate and appropriate evidence that the Management of the Company ensures the implementation and effective functioning of the entire risk management process and embedding of a comprehensive risk management culture in the Company at every stage of its operations.
g) To keep the board informed of all its decisions, recommendations and actions to be taken and to assist the Board in maintenance and development of a supportive culture, in relation to the management of risk, appropriately embedded through procedures, training and leadership actions so that all employees are alert to the

wider impact on the whole organization of their actions and decisions.

h) To maintain an aggregated view on the risk profile of the Company / industry in addition to the profile of individual risks.
i) To ensure the implementation of and compliance with the objectives set out in the Risk Management Policy including evaluating the adequacy of risk management systems.
j) To advise the Board on acceptable levels of risk appetite, tolerance and strategy appropriate to the size and nature of business and the complexity and geographic spread of the Company’s operations.
k) To review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.
l) The Committee shall have access to any internal information necessary to fulfill its oversight role. As and when required the Committee may assign tasks to the Internal Auditor, the Company’s internal Risk management team, seek necessary information from any Employee and any external expert advisors considered necessary for any task and they will provide their findings to the Committee.
m) To review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).
n) To coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board.

During FY 2022-23, the Committee met five times on April 4, 2022, July 1, 2022, September 27, 2022, December 20, 2022 and March 28, 2023. The necessary quorum was present at all the meetings. The maximum interval between any two meetings did not exceed 180 days.

Attendance details of each member at the Risk Management Committee meetings held during FY 2022-23 are as follows:

Name of the Committee Member	Position	No. of meetings held	No. of meetings attended
Mr. S. Madhavan	Chairperson	5	5
Mr. Deepak Kapoor	Member	5	5
Ms. Nishi Vasudeva	Member	5	5
Ms. Robin Ann Abrams	Member	5	5

v) Corporate Social Responsibility Committee

The Company’s Corporate Social Responsibility (“CSR”) Committee comprises of three members including two Independent Directors. The Committee is chaired by Ms. Roshni Nadar Malhotra. Dr. Mohan Chellappa and Mr. S. Madhavan, Independent Directors of the Company, are the other members of the Committee.

Terms of Reference

The terms of reference of the CSR Committee are as under:

a) Formulate and recommend to the Board, a CSR Policy.

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b) Recommend the amount of expenditure to be incurred on CSR activities.

Terms of Reference

The terms of reference of the Finance Committee are as under:

c) Formulate and recommend to the Board the Annual Action Plan, which shall include:

1. the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013.

a) Review and provide its recommendations to the Board on the proposals regarding capital structure plans including any specific equity / debt financing plans.
b) Review on a half yearly basis the actual performance of the Company against the budgets.

2. the manner of execution of such projects or programs;

3. the modalities of utilization of funds for the projects or programs;

4. Implementation schedules for the projects or programs;

c) Review and provide its recommendations to the Board on the capital expenditure plans, beyond the limits delegated to the CFO or CEO & MD, as per the DOA.

However, the Committee shall have the power to approve capital expenditure plans involving investment in capital projects up to $250 million in a financial year.

5. monitoring mechanism for the projects or programs;

6. reporting mechanism for the projects or programs; and

7. details of need and impact assessment, if any, for the projects undertaken by the company.

d) Institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company.
e) Monitor the Annual Action Plan for the CSR activities of the Company from time to time.
f) Monitor the CSR Policy from time to time.
g) Recommend to the Board, the treatment of short / excess spending in any financial year, as per the provisions of the Companies Act, 2013 and the Rules made thereunder.
h) Review the need for Impact Assessment, if any, for the projects or programmes.

The CSR Policy of the Company is available on the website of the Company and the weblink for the same has been provided at the end of this report.

During FY 2022-23, the CSR Committee met two times on April 14, 2022 and October 7, 2022. The necessary quorum was present at all the meetings.

Attendance details of each member at the CSR Committee meetings held during FY 2022-23 are as follows:

Name of the Committee Member	Position	No. of meetings held	No. of meetings attended
Ms. Roshni Nadar Malhotra	Chairperson	2	2
Dr. Mohan Chellappa	Member	2	2
Mr. S. Madhavan	Member	2	2

d) Evaluate the performance of and returns on approved capital expenditure.
e) Review and approve the proposals for mergers, acquisitions and divestitures and provide its recommendations to the Board.
f) Evaluate the performance of acquisitions.
g) Review at a conceptual level the broad approach and the elements (including tax) considered for setting up subsidiaries or branches in various geographies.
h) Plan and prepare strategies for managing the foreign exchange exposure – the Committee to approve the hedging policy and monitor its performance.
i) Approve the investment policy and review the performance thereof.
j) Recommend dividend policy to the Board.
k) Review and approve the insurance coverage and program for the Company.
l) Approve opening / closing of bank accounts of the Company and change in signatories for operating the bank accounts of the Company.

However, this authority will not extend to such activities related to the subsidiaries of the Company and its joint ventures.

m) Review the progress / transformation of the Finance function at periodic intervals.
n) Periodic review of the initiatives / activities carried out on investors relations front.
o) To perform any other activities or responsibilities assigned to the Committee by the Board of Directors from time to time.

vi) Finance Committee

The Finance Committee of the Company comprises of five members, with three of its members as Independent Directors. The Committee is chaired by Mr. S Madhavan. Ms. Roshni Nadar Malhotra, Mr. Shikhar Malhotra, Mr. Thomas Sieber and Mr. R. Srinivasan are the other members of the Committee.

p) To delegate authorities from time to time to the Executives / Authorised persons to implement the decisions of the Committee within the powers authorised above.

During FY 2022-23, the Committee met five times on April 14, 2022, August 26, 2022, November 8, 2022, January 4, 2023

162 HCL Technologies Annual Report 2022-23

and February 27, 2023. The necessary quorum was present at all the meetings.

Attendance details of each member at the Finance Committee meetings held during FY 2022-23 are as follows:

Name of the Committee Member	Position	No. of meetings held	No. of meetings attended
Mr. S. Madhavan	Chairperson	5	5
Ms. Roshni Nadar Malhotra	Member	5	5
Mr. Shikhar Malhotra	Member	5	5
Mr. R. Srinivasan	Member	5	4
Mr. Thomas Sieber	Member	5	4

vii) ESG & Diversity Equity Inclusion Committee

In order to affirm, guide and support the commitment of the Company towards ESG and to drive gender diversity, the Company has in place a Committee of the Board named as ESG & Diversity Equity Inclusion Committee.

The ESG & Diversity Equity Inclusion Committee of the Company comprises of three members, out of which two are Independent Directors. The Committee is chaired by Ms. Robin Ann Abrams. Ms. Roshni Nadar Malhotra and Mr. Simon John England are the other members of the Committee.

To ensure that job opportunity announcements contain language emphasizing hiring for individuals with disabilities and accordingly identify the roles / open positions available.
To ensure implementation of inclusive global policies.
To ensure specialized training is provided to all employees for ensuring accessible workplace.
To track and monitor employment of individuals with disabilities (“IWD”) on a quarterly basis.

Matters related to ESG:

a) To review emerging risks and opportunities associated with sustainability / ESG issues relative to the Company that have the potential to impact reputation and business performance including, but not limited to the following:
Environment - Nature of core business and impact of business on environment, Emissions / Waste Disposals / Effluents discharge, Climate change, the energy transition, emissions, including Greenhouse Gases (“GHGs”) and emissions reductions technologies, carbon pricing.
Social - Impact of company’s product / service on society, Employee relationship, Diversity & Equality, Social impacts such as human rights and stakeholder relations.

Terms of Reference

The terms of reference of the ESG & Diversity Equity Inclusion Committee are as under:

Matters related to Diversity & Inclusion:

– Gender Diversity

To support the progression of women into senior roles.
To ensure fair representation of women candidates in the hiring process.
To ensure fairness in promotion, compensation, rewards and leadership development process.
To build the leadership pipeline to achieve balanced gender ratio to all the levels of leadership.
To manage bias in talent review and succession planning.

– Culture and Ethnicity

To measure culture via setting of cultural indicators.
To promote inter-cultural competence.
To ensure high impact leadership transitions.
To create a culturally balanced diverse workforce.
To empower people of different ethnicity and diverse cultural backgrounds.
Governance - Promoters’ track record towards minority shareholders, Capital Allocation track record, Board related metrics, Auditors related metrics, Business & Accounting Disclosures, quality and significant legislative and regulatory changes, including policy proposals and modifications that could materially impact the Company’s business.
b) To approve the immediate and long-term plans and strategy for sustainability / ESG and satisfy itself that such strategies are integrated into the Company’s strategic plan. The Committee shall also approve the annual sustainability / ESG goals, metrics and targets for the Company and shall assess the performance against the targets, standards, metrics or methodologies from time to time.
c) To guide the management on the Company’s public disclosures with respect to ESG matters, including any ESG disclosures for inclusion in the Company’s Annual Report, Website and other documents which are intended to be disclosed to the public and / or the Company’s shareholders, and the Company’s engagement with stakeholders, including any proposals, concerns and other ESG issues that shareholders wish to bring to the Company.
d) To retain such outside counsel, experts and other advisors, as the Committee may deem appropriate in its sole discretion.
e) To review and assess aforesaid terms periodically and recommend any proposed changes for the Board’s approval.

Individuals with Disabilities –

To ensure non-discrimination and recognition of the diversity of people with disabilities.

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During FY 2022-23 the Committee met four times on May 9, 2022, August 8, 2022, November 11, 2022 and February 24, 2023. The necessary quorum was present at all the meetings.

Name of the Committee Member	Position	No. of meetings held	No. of meetings attended
Ms. Robin Ann Abrams	Chairperson	4	4
Ms. Roshni Nadar Malhotra	Member	4	3
Mr. Simon John England	Member	4	3

18. CRITERIA FOR MAKING PAYMENTS TO EXECUTIVE AND NON-EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

During FY 2021-22, a part of the LTI, to be paid in future years, was converted into the Restricted Stock Units (“RSUs”). These RSUs were granted on December 20, 2021. The details of the RSUs granted to Mr. C. Vijayakumar, CEO & Managing Director of the Company are given hereunder. No RSUs have vested till March 31, 2023.

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Performance Tenure Based
Based RSU RSU
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	Performance Based RSU	Performance Based RSU
Date ofgrant	December 20,2021	December 20,2021
No. of RSU	9,00,060	3,27,295
Exercise Price / Per RSU	₹2/-	₹2/-
VestingDates -
July31,2023	3,37,523	-
March 31,2025	-	3,27,295
July31,2025	5,62,537	-

Non-Executive Directors:

The Remuneration Policy of the Company is aimed at rewarding performance, based on a review of achievements on a regular basis and is in consonance with existing industry practices.

The criteria for making payments to Executive and Non-Executive Directors of the Company are as under:

During the financial year under review, the Company had paid sitting fees to its Non-Executive Directors for attending the meetings of the Board of Directors, Audit Committee and Finance Committee of the Company. The Company also paid commission to its Non-Executive Directors as per the limits approved by the Board and the shareholders of the Company.

Executive Director:

On the recommendations of the Board and the NRC, the shareholders of the Company approved the appointment of Mr. C. Vijayakumar as the CEO & Managing Director of the Company and remuneration payable to him in the AGM of the Company held on August 27, 2021.

In terms of the shareholders’ approval for the appointment of Mr. C. Vijayakumar as the Managing Director, the appointment may be terminated by either party by giving to the other party six months’ notice of such termination. However, the Company will have an option to terminate the services on immediate basis or by a shorter notice by paying remuneration in lieu thereof.

The remuneration paid to Mr. C. Vijayakumar during the financial year ended March 31, 2023, is as under:

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Particulars FY 2022-23
(USD Million)
Base Salary 2.00
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Particulars Base Salary	FY 2022-23 (USD Million) 2.00
Performance Linked Bonus	1.43
Long Term Incentive	Nil (Refer note 3 below)
Benefts,Perquisites,Allowances,etc.	0.03
Total	3.46

Notes:

1 Mr. C. Vijayakumar, CEO & Managing Director, has received the entire remuneration from HCL America Inc., a step-down wholly owned subsidiary of the Company in USA.
2 The Performance-Linked Bonus paid in FY 2022-23 was related to performance for the previous financial year.
3 The Long-term incentive (‘‘LTI’’) is paid at fixed intervals (at the end of two years) based on the achievement of milestones / parameters decided by the Board. Accordingly, the LTI related to performance for FY 2021-22 and for FY 2022-23 shall be paid during FY 2023-24.

The sitting fees and commission paid / payable to the NonExecutive Directors for the year ended March 31, 2023, are as under:

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Sitting fees for Commission
Name of the Director FY 2022-23 for FY 2022-23
(₹ in crore) (₹ in crore)
Ms. Roshni Nadar Malhotra 0.02 1.01
Mr. Deepak Kapoor 0.02 0.86
Mr. S. Madhavan 0.04 1.06
Dr. Mohan Chellappa 0.01 1.22
Ms. Nishi Vasudeva 0.03 0.86
Ms. Robin Ann Abrams 0.03 1.39
Dr. S. Shankara Sastry 0.01 1.06
Mr. Shikhar Malhotra 0.02 0.80
Mr. R. Srinivasan 0.02 1.30
Mr. Simon John England 0.01 1.19
Mr. Thomas Sieber 0.01 1.08
Ms. Vanitha Narayanan 0.01 1.10
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There are no other pecuniary relationships or transactions of the Non-Executive Directors with the Company.

19. SUCCESSION PLANNING

Succession Planning aids the Company in identifying and developing internal people with the potential to fill certain key positions in the Company viz. Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Senior Management. It increases the availability of experienced and capable employees that are prepared to assume these roles as they become available. Succession Planning is a part of the charter of the NRC of the Company. The Committee shall identify, screen and review candidates, inside or outside the Company and provide its recommendations to the Board.

164 HCL Technologies Annual Report 2022-23

20. INDEPENDENCE OF STATUTORY AUDITORS

The Board ensures that the statutory auditors of the Company are independent and have an arm’s length relationship with the Company.

TOTAL FEES PAID TO STATUTORY AUDITORS

Fees for Audit Services

For FY 2022-23, ₹10 crores were paid / incurred by the Company and its subsidiaries to the Statutory Auditors and their network firms in India; and ₹11 crores was paid / incurred by the Company and its overseas subsidiaries to the firms which are member firms and / or licensees of the international organization of which the Statutory Auditor of the Company is a sub-licensee. The fees were paid for audit services related to the Company and some of its subsidiaries and included fee for review / audit of IFRS financial statements on a consolidated basis.

Fees for Non-Audit Services

For FY 2022-23, a total fee of ₹1 crore was paid / incurred by the Company and its subsidiaries for all non-audit services availed (in India and overseas), on a consolidated basis to the Statutory Auditors of the Company, their network firms and to the firms which are member firms and / or licensees of the international organization of which the Statutory Auditor of the Company is a sub-licensee.

21. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions, monetary transactions or relationships between the Company and its Directors, management, subsidiary or relatives, except for those disclosed in the financial statements for FY 2022-23. Detailed information on materially significant related party transactions is enclosed in Annexure 2 of the Directors’ Report. A Policy on Related Party Transactions formulated pursuant to the provisions of the Act and the Listing Regulations and as approved by the Board is available on the website of the Company and the web link for the same has been provided at the end of this Report.

22. CODE OF BUSINESS ETHICS AND CONDUCT

The Board has prescribed a Code of Business Ethics and Conduct (“COBEC”) that provides for transparency, ethical conduct, a gender friendly workplace, legal compliance and protection of Company’s property and information. COBEC is a set of guiding principles and covers all directors, employees, third party vendors, consultants and customers across the world. COBEC also includes the duties of Independent Directors as mentioned in Schedule IV of the Act. COBEC is periodically reviewed taking into account the prevailing business and ethical practices. COBEC is also posted on the website of the Company and the weblink for the same has been provided at the end of this report. All Board members and senior management personnel have confirmed compliance with COBEC for FY 2022-23. A declaration to this effect signed by the CEO & Managing Director of the Company is provided in this Annual Report.

23. CODE FOR PREVENTION OF INSIDER TRADING

The Company has comprehensive codes and polices on prevention of Insider Trading and fair disclosure in line with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time). The Code of Conduct on Prohibition of Insider Trading (‟Insider Trading Code”) inter-alia prohibits trading in the shares (including derivatives) of the Company by the Designated Persons (as defined under the Insider Trading Code)

and their immediate relatives, while in possession of unpublished price sensitive information in relation to the Company and its group companies. The Company, within two trading days of receipt of the information under the initial and continual disclosures from the Designated Persons (as defined under the Insider Trading Code), discloses the same to the extent required, to all the Stock Exchanges, where the shares of the Company are listed.

24. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

To ensure that the Company is conducting its business activities with honesty, integrity and highest possible ethical standards and to demonstrate the Company’s commitment towards prevention, deterrence and detection of fraud, bribery and other corrupt business practices, the Company has in place an Anti-Bribery and Anti-Corruption (“ABAC”) Policy that applies to the employees at all levels, directors, consultants, agents and other persons associated with the Company, its affiliates and subsidiaries. The Policy covers matters relating to hospitality, offset obligations, employment of relatives, guidance on gifts, political / charitable contributions, extortion / blackmail responses etc. The Policy is available on the website of the Company and the weblink for the same has been provided at the end of this report.

The Company has embarked on the journey to align its ABAC framework with the ISO 37001:2016 Anti-Bribery Management Systems (“ABMS”) certification. This journey has helped strengthen the ABAC framework to encourage all employees and business associates to understand and embrace the ethical standards and make informed and ethical decisions. The certification agency, the British Standards Institution (“BSI”), has issued the ISO 37001:2016 certificate dated December 17, 2020 to the Company for a period of 3 years till December 16, 2023. On September 1, 2023 BSI will conduct re-certification audit of the Company.

25. PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE POLICY

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, in order to provide a safe and healthy work environment free of any hassles and all kinds of harassment including sexual harassment and to prevent and redress such harassment complaints, the Company has in place Prevention and Redressal of Sexual Harassment at Workplace Policy. This policy applies to all employees of the Company, its group companies and joint ventures operating out of India like regular, temporary, ad-hoc, daily wagers, contractual staff, vendors, clients, consultants, trainees, probationers, apprentices, contract labor and also all visitors to the Company. Any complaints about harassment shall be treated under this Policy. This Policy is not confined to the actual working place of the employees in the sense of the physical space in which paid work may be performed as per the prescribed duty hours but also includes any place visited by the employee arising out of or during the course of employment. The Company has constituted a committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. During the year ended March 31, 2023, the Company has received 55 complaints on sexual harassment. During the year, 41 complaints (including 2 complaints that were outstanding as on April 1, 2022) were disposed-off and internal review was in progress as on March 31, 2023 in respect of 16 complaints.

26. WHISTLEBLOWER POLICY / VIGIL MECHANISM

The principles of trust through transparency and accountability are at the core of the Company’s existence. To ensure strict compliance with ethical and legal standards across the Company, a Whistleblower Policy is in place to provide appropriate avenues to the Directors, employees, contractors, contractors’ employees,

Corporate Governance Report 165

clients, vendors, internal or external auditors, consultants, law enforcement / regulatory agencies or other third parties to bring to the attention of the management any issues which are perceived to be of unethical behaviour including breach of Company’s Code of Conduct to regulate, monitor and report Insider Trading by Designated Persons and their immediate relatives, including any incident involving leak or suspected leak of unpublished price sensitive information, actual or suspected fraud or violation of the Company’s Code of Business Ethics and Conduct. All cases registered under the Whistleblower Policy of the Company are reported to the external Ombudsperson who carries out preliminary investigation.

Complaints received against any EX-band (i.e. Executive Vice Presidents) and “C” Level Officers (CEO / CFO / CPO / President/ Corporate Officers) or complaints against any Director or

Chairperson of the Company are overseen by the Chairperson of the Audit Committee and disciplinary action is decided by the Audit Committee. Complaints against other employees are investigated by an independent team which is overseen by the Ethics Committee. The Whistleblower has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases and the Chairperson of the Audit Committee is authorized to prescribe suitable directions in this regard. The identity of the Whistleblower is kept confidential.

The Audit Committee reviews the policy and its implementation on periodic basis and is provided a quarterly update on the status of various complaints received and investigated. The policy is available on the website of the Company and the weblink for the same has been provided at the end of this report.

27. GENERAL BODY MEETINGS

The location and time of the AGMs held and details of special resolutions passed thereat during the preceding 3 years are as follows:

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Financial Year Date Time (IST) Venue Details of Special Resolution passed
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	Date	Time (IST)	Venue	Venue

2021-22	August 16, 2022	11:00 A.M	Via Video Conferencing	No special resolution passed.
2020-21	August 27, 2021	11:00 A.M.	Via Video Conferencing	1. Re-appointment of Mr. Deepak Kapoor as an Independent Director of the Company for a second term of fve consecutiveyears w.e.f. July26,2022.
2019-20	September 29, 2020	11:00 A.M.	Via Video Conferencing	1. Appointment of Dr. Mohan Chellappa as an Independent Director of the Company for a term of fve consecutive years w.e.f. August 6, 2019. 2. Re-appointment of Mr. Thomas Sieber as an Independent Director of the Company for a second term of fve consecutiveyears w.e.f. September 29,2020.

28. DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT

During the financial year under review, no resolution was passed through postal ballot. Further, no special resolution is proposed to be conducted through postal ballot as on the date of this Report.

The Audit Committee of the Company reviews the financial statements in particular the inter-corporate loans and investments made by or in the subsidiary companies. The minutes of the Board meetings as well as the statement of significant transactions and arrangements entered into by the unlisted subsidiary companies, if any, are placed before the Board of Directors of the Company from time to time.

29. SUBSIDIARY COMPANIES AND POLICY ON MATERIAL

SUBSIDIARY

The Company has formulated and adopted a Policy for determining Material Subsidiary in line with the requirements of the Listing Regulations. The Policy aims to set out the principles for determining a material subsidiary. The said policy is available on the website of the Company and the web link for the same has been provided at the end of this Report.

30. CEO / CFO CERTIFICATION

The Certificate by the CEO & Managing Director and the Chief Financial Officer of the Company on the financial statements for FY 2022-23 as stipulated in Regulation 17(8) of the Listing Regulations read with Part B of Schedule II was placed before the Board. The said Certificate is provided in this Annual Report.

31. DISCLOSURES

During FY 2022-23, the following were the material subsidiaries of the Company as per the criteria given in Regulation 16(1)(c) of the Listing Regulations:

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Name of the Date of Place of Name of the
Company Incorporation Incorporation Statutory Auditor
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	Date of Incorporation	Place of Incorporation	Place of Incorporation

HCL America Inc.	November 7, 1988	United States of America	M/s. BSR & Co. LLP (ICAI Number 101248W/W- 100022),Chartered Accountants
HCL Bermuda Limited	December 10, 1997	Bermuda	M/s. BSR & Co. LLP (ICAI Number 101248W/W- 100022),Chartered Accountants

a) Related party transactions

During FY 2022-23, the Company has not entered into any transaction of a material nature with its subsidiaries, promoters, directors, management, senior management personnel, their relatives, etc. that may have any potential conflict with the interest of the Company. The Company has obtained requisite declarations from all the Directors and senior management personnel in this regard and the same were placed before the Board of Directors.

b) Compliances by the Company

The Company has complied with the applicable requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three

166 HCL Technologies Annual Report 2022-23

years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any other statutory authorities relating to the above during the last three years.

c) Other Disclosures

The Company has in place the Whistleblower Policy which provides the Whistleblower, direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Further, no employee has been denied access to the Audit Committee.
During the financial year under review, the Company did not raise any money through public issue, right issues, preferential issue or qualified institutional placement and there was no unspent money raised through such issues.
The Company has not given any loans and advances to firms / Companies in which directors are interested.
There are no shares in the suspense account of the Company as on March 31, 2023.
In terms of the provisions of the Listing Regulations, the Company has in place an “Archival Policy” and a “Policy for Determination of Materiality of Events or Information”. Both the policies are available on the website of the Company and the weblinks for the same have been provided at the end of this Report.
Credit Ratings:
a) For Bank Limits:
- ICRA Limited has re-affirmed its long-term rating [ICRA]AAA (Stable) and short-term rating [ICRA] A1+ to the Company in respect of its bank limits during the financial year under review.

32. MEANS OF COMMUNICATION

  - **a) Financial Results, Newspapers in which results are normally published:** The quarterly, half-yearly and annual financial results of the Company are generally published in leading newspapers in India _inter-alia_ , in Mint (all editions) and Hindustan Hindi (Delhi Edition). The results are also displayed on the Company’s website **https://www.hcltech.com/investors/results-reports** .

  - **b) Website:** The Company’s corporate website i.e. **www.hcltech.com** provides comprehensive information on the Company’s portfolio of businesses. The website has an entire section dedicated to Company’s profile, its core values, corporate governance, business lines and industry sections. An exclusive section on ‘Investors’ enables them to access information at their convenience. The entire Annual Report as well as quarterly, half-yearly, annual financial statements, press releases, quarterly shareholding patterns and quarterly corporate governance reports are available in downloadable format as a measure of added convenience to the investors.

  - **c) News Releases, Presentations, etc.:** Official news / media releases, detailed presentations made to media, analysts, institutional investors, etc. are displayed on the Company’s website **https://www.hcltech.com/investors** . Official media releases are also sent to the Stock Exchanges.

  - **d) Annual Report:** The Annual Report containing, _inter-alia,_ the Audited Annual Standalone Financial Statements, Audited Annual Consolidated Financial Statements, Auditor’s Report on these Standalone and Consolidated financial statements, Directors’ Report, Management Discussion and Analysis Report, Corporate Governance Report, Business Responsibility and Sustainability Report and other important information is circulated to members and others entitled thereto as per the provisions of the applicable laws and regulations. The Annual Report of the Company for FY 2022-23 is available on the Company’s website in a user-friendly and downloadable form.

b) For Senior Unsecured Notes:
S&P Global Ratings (“S&P”) has assigned credit rating A-/Stable/-- to the Company, which is the Guarantor to the USD 500 million senior unsecured notes (“Notes”) issued by HCL America Inc., a step-down wholly owned subsidiary of the Company incorporated under the laws of California. S&P has also assigned “A-” long-term issuer credit rating to HCL America Inc. with a stable outlook and “A-” long-term issue rating to the Notes.
Fitch Ratings Limited (“Fitch”) has assigned long-term rating of A- with stable outlook. Fitch has also assigned long-term rating of A- to the Notes issued by HCL America Inc.

e) Intimation to the Stock Exchanges: The Company intimates to the Stock Exchanges all price sensitive information or such other matters which in its opinion are material and of relevance to the Shareholders.
f) NSE Electronic Application Processing System: As per the mandate received from the National Stock Exchange of India Limited (“NSE”), the Company has been uploading its financial information, shareholding pattern, Report on Corporate Governance and press releases on the dedicated website of NSE i.e. https://neaps.nseindia.com/NEWLISTINGCORP.
g) BSE Listing Centre: As per the mandate received from the BSE Limited (“BSE”), the Company has been uploading its financial information, shareholding pattern, Report on Corporate Governance and press releases on the dedicated website of BSE i.e. https://listing.bseindia.com/LoginAuth.aspx
h) Online Portal-Singapore Exchange Securities Trading Limited: As the Unsecured Notes of HCL America Inc., a stepdown wholly owned subsidiary of the Company, are listed on the Singapore Exchange Securities Trading Limited (“SGX”), the necessary filings and intimations filed by the Company on NSE and BSE have also been filed on the dedicated website of SGX i.e. https://mylogin.sgx.com
i) Designated exclusive e-mail ID: The Company has the following designated e-mail ID: [email protected] exclusively for investors servicing.

Corporate Governance Report 167

33. GREEN INITIATIVES DRIVE BY THE MINISTRY OF CORPORATE AFFAIRS, GOVERNMENT OF INDIA

The Company, as a corporate entity, is committed to protect and conserve the natural environment in its operations and services. As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ taken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents to the shareholders at their e-mail addresses registered with the Depository Participants / Registrar & Share Transfer Agent.

The Annual Report (2022-23) and the Notice of the Thirty-First AGM will be sent to all the members in the manner prescribed or as may be prescribed in the applicable laws and regulations. The Shareholder may request for a physical copy of the same.

Shareholders holding shares in demat form are requested to register their e-mail addresses with their respective depository participants and shareholders holding shares in physical form are requested to register their e-mail addresses with the Registrar & Share Transfer Agent, to ensure electronic delivery of all necessary documents / communication by the Company.

34. INVESTOR RELATIONS - ENHANCING INVESTOR DIALOGUE

As a listed entity and a responsible corporate citizen, the Company recognizes the imperative need to maintain continuous dialogue with the investor community. The objective of Investor Relations is to keep investors abreast of significant developments that determine Company’s overall performance while at the same time addressing investor concerns. This translates into disseminating timely, accurate and relevant information that helps investors in making informed investment decisions.

To ensure effective communication, the Investor Relations Division provides comprehensive information in the form of Annual Reports, Quarterly Earnings Reports, Investor Releases on the Company’s Website under ‘Investors’ section at https://www.hcltech.com/investors .

Additionally, Conference Calls, Management Interviews, Face to Face Investor Meetings and AGM(s) ensure a direct interaction of market participants with the management team.

The Management is committed to build investor relations on the pillars of trust, consistency and transparency. Its proactive approach has enabled the investor community to better understand the nature of the Company’s business, management strategies and operational performance over a period of time.

35. CERTIFICATE FROM COMPANY SECRETARY ON NON-DISQUALIFICATION OF DIRECTORS

As required under Regulation 34(3) and Schedule V of the Listing Regulations, certificate dated April 19, 2023 obtained from M/s. Chandrasekaran Associates, Practicing Company Secretaries (also the Secretarial Auditor of the Company) confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority, is annexed hereto.

36. ANNUAL SECRETARIAL COMPLIANCE REPORT

As required under Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report dated April 20, 2023 issued by M/s. Chandrasekaran Associates, Practicing Company Secretaries (also the Secretarial Auditors of the Company), is annexed hereto.

37. GENERAL SHAREHOLDER INFORMATION

a)	Annual General Meeting: Date Time Venue	As mentioned in the AGM Notice
b)	Financial Year	April 1,2022 to March 31,2023
c)	Date of Book Closure	Book Closure,if any,shall be specifed in the AGM Notice.
d)	Dividend Payment Date (subject to approval of shareholders)	NA
e)	Listing of Equity Shares on stock exchanges in India	National Stock Exchange of India Ltd. (“NSE”) Exchange Plaza, 5thFloor, Plot No. C/1, G Block Bandra Kurla Complex, Bandra East, Mumbai – 400 051, India. Tel.: +91-22- 26598100,Fax: +91-22-26598210
		BSE Limited (“BSE”) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, India Tel.: +91-22-22721233,Fax: +91-22-22721919
f)	Stock Codes	NSE – HCLTECH BSE – 532281
g)	ISIN for Equity Shares	INE860A01027
h)	Listing of Non-Convertible Debentures on stock exchanges in India	NA
i)	Debenture Trustee	NA
j)	ISIN for Debentures	NA
k)	Listing Fees	Paid to all Stock Exchanges for FY 2022-23
l)	Corporate Identifcation Number (CIN) of the Company	L74140DL1991PLC046369

168 HCL Technologies Annual Report 2022-23

m)	Registered Ofce	806, Siddharth 96, Nehru Place New Delhi – 110 019, India Tel.: +91-11-26436336 Website:www.hcltech.com
n)	Registrar & Share Transfer Agent (RTA)	M/s Link Intime India Private Limited Unit- HCL Technologies Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra SEBI Registration No.: INR000004058 Corporate Identity Number: U67190MH1999PTC118368 Telephone: +91 22-49186270 Fax: +91 22-49186060 E-mail:[email protected]
o)	Share Transfer System	99.97% of the equity shares of the Company are in dematerialized form. SEBI has amended the relevant provisions of the Listing Regulations to disallow the listed companies from accepting requests for transfer of securities which are held in physical form, w.e.f. April 1, 2019. The shareholders who continue to hold shares and / or other types of securities of the listed companies in physical form even after this date, will not be able to lodge requests for transfer of securities with the Company / RTA. Also, SEBI vide its Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 from immediate efect mandated that the issuance of securities in pursuant to the requests for Renewal / Exchange of securities, endorsement, sub-division / splitting of share certifcates / consolidation of securities / folios, transmission and transposition shall be in dematerialized form. They would be required to frst convert the securities in dematerialized form if they wish to efect any transfer. Only the requests for transmission and transposition of securities in physical form will be accepted by the Companies / RTA. This amendment will help in curbing frauds and manipulation of risk in physical transfer of securities by unscrupulous persons. Further, holding of securities in dematerialized form will also improve ease, convenience and safety of transactions for the investors. Transfer of shares in dematerialized form is done through the depositories with no involvement of the Company. As per the requirement of Regulation 40(9) of the Listing Regulations, the Company has obtained annual certifcate from Practising Company Secretary for due compliance of share transposition and transmission and fled the same with the Stock Exchanges. As on March 31, 2023, no equity share was pending for transmission or transposition.
p)	Reconciliation of Share Capital Audit Report	As required under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Reconciliation of Share Capital audit report on the total admitted capital with National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the total issued and listed capital for each of the quarter in FY 2022-23 was carried out. The audit report confrm that the total issued / paid-up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
q)	Dematerialization of Shares and Liquidity	The shares of the Company are under compulsory dematerialization (“Demat”) category and consequently, shares of the Company can be traded only in electronic form. The system for getting the shares dematerialized is as under: a) Share certifcate(s) along with Demat Requisition Form (“DRF”) is to be submitted by the shareholder to the Depository Participant (“DP”) with whom he / she has opened a Depository Account. b) DP processes the DRF and generates a unique number viz. DRN. c) DP forwards the DRF and share certifcates to the Company’s Registrar & Share Transfer Agent. d) The Company’s Registrar & Share Transfer Agent after processing the DRF confrms or rejects the request to the Depositories. e) Upon confrmation, the Depository gives the credit to shareholder in his / her depository account maintained with DP. As on March 31, 2023, about 99.97% of the equity shares issued by the Company are held in dematerialized form. The Company’s equity shares are regularly traded on NSE and BSE, in dematerialized form. The Company’s ISIN in NSDL and CDSL for Equity Shares is INE860A01027. Since the trading in the shares of the Company can be done only in electronic form, it is advisable that the shareholders who have the shares in physical form get their shares dematerialized.

Corporate Governance Report 169

r)	Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity	The Company has not issued any GDRs / ADRs / warrants or other instruments, which are pending for conversion.
s)	Commodity price risk or foreign exchange risk and hedging activities	The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For details on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report which formspart of the Annual Report.
t)	Compliance Certifcate on the Corporate Governance from the Auditors	The certifcate dated April 20, 2023 obtained from the Statutory Auditors of the Company, M/s. B S R & Co. LLP, confrming compliance with the Corporate Governance requirements as stipulated under Schedule V read with Regulation 34(3) of the Listing Regulations, is annexed hereto.

u) Stock Market Data

The details of the monthly high and low prices of the Equity Shares of the Company and its comparison to broad based indices BSE Sensex and NSE Nifty for period April 1, 2022 to March 31, 2023 are as follows:

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Month Share price on BSE BSE-Sensex
High Low Volume High Low
(₹) (₹) (₹) (₹)
April 2022 1,203.00 1,060.00 42,01,952 60,845.10 56,009.07
May 2022 1,097.00 963.45 45,59,917 57,184.21 52,632.48
June 2022 1,069.60 944.35 26,25,493 56,432.65 50,921.22
July 2022 1,005.00 877.25 55,66,297 57,619.27 52,094.25
August 2022 987.00 875.65 1,00,79,663 60,411.20 57,367.47
September 2022 963.50 882.20 49,24,278 60,676.12 56,147.23
October 2022 1,052.30 916.00 33,13,235 60,786.70 56,683.40
November 2022 1,138.50 1,029.95 41,49,849 63,303.01 60,425.47
December 2022 1,150.50 1,011.60 18,36,098 63,583.07 59,754.10
January 2023 1,143.45 1,025.00 29,39,291 61,343.96 58,699.20
February 2023 1,156.80 1,068.85 11,13,376 61,682.25 58,795.97
March 2023 1,148.00 1,037.95 12,25,143 60,948.48 57,084.91
Source: This information is compiled from the data available from the website of BSE.
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Note: HCL share price and Sensex values as on April 1, 2023 have been baselined to 100.

170 HCL Technologies Annual Report 2022-23

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Month Share Price on NSE NSE-Nifty
High Low Volume High Low
(₹) (₹) (₹) (₹)
April 2022 1,203.00 1,058.75 6,76,01,995 18,114.65 16,824.70
May 2022 1,097.35 963.00 6,73,63,761 17,132.85 15,735.75
June 2022 1,069.65 944.05 5,65,18,058 16,793.85 15,183.40
July 2022 1,002.65 877.35 8,63,80,131 17,172.80 15,511.05
August 2022 987.05 900.10 6,23,62,817 17,992.20 17,154.80
September 2022 963.50 882.00 6,63,05,386 18,096.15 16,747.70
October 2022 1,052.50 916.00 6,11,03,867 18,022.80 16,855.55
November 2022 1,138.75 1,033.10 5,35,47,858 18,816.05 17,959.20
December 2022 1,150.65 1,011.50 6,53,46,908 18,887.60 17,774.25
January 2023 1,143.70 1,025.25 7,60,99,222 18,251.95 17,405.55
February 2023 1,156.65 1,068.10 6,24,00,856 18,134.75 17,255.20
March 2023 1,148.00 1,039.35 5,54,878,20 17,799.95 16,828.35
Source: This information is compiled from the data available from the website of NSE.
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Note: HCL share price and Nifty 50 values as on April 1, 2023 have been baselined to 100.

v) Shareholding as on March 31, 2023

i) Distribution of shareholding as on March 31, 2023

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Number of Equity Shares held No. of Shareholders Shareholders No. of Shares Shares
(%) (%)
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	No. of Shareholders	Shareholders (%)	No. of Shares	No. of Shares

1 – 500	944,502	97.13	40,922,803	1.51
501 – 1,000	14,477	1.49	10,715,523	0.39
1,001 – 2,000	6,004	0.62	8,737,117	0.32
2,001-3,000	1829	0.19	4,511,646	0.17
3,001-4,000	923	0.09	3,287,534	0.12
4,001-5,000	596	0.06	2,738,460	0.10
5,001-10,000	1275	0.13	9,221,057	0.34
10,001 and above	2,851	0.29	2,633,530,956	97.05
Total	972,457	100.00	2,713,665,096	100.00

Corporate Governance Report 171

ii) Categories of equity shareholders as on March 31, 2023

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Voting strength
Category No. of Shares held
%
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	No. of Shares held	No. of Shares held

Promoters	1,650,301,111	60.81%
Foreign Portfolio Investors / Foreign Institutional Investors / Foreign Banks / Foreign Nationals	513,601,011	18.93%
Mutual Funds	221,079,168	8.15%
Alternate Investment Funds	3,911,792	0.14%
Financial Institutions / Banks / Insurance Companies / Provident or Pension Funds/ Sovereign Wealth Funds	190,173,771	7.01%
Non Institution(Resident Individual,HUF and Trust)	103,157,956	3.80%
Bodies Corporate(Domestic)	11,104,441	0.41%
NRIs / OCBs	13,706,549	0.51%
Central Government / State Government(s) / President of India / Investor Education and Protection Fund	289,031	0.01%
ClearingMembers	40,113	0.00%
Employee Trust(HCL Technologies Stock Options Trust)	6,300,153	0.23%
Grand Total	2,713,665,096	100%

w) Transfer of Unpaid / Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, the dividend amount which have remained unpaid or unclaimed for a period of seven years from the date of transfer to the 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. Shareholders who have not encashed their dividend warrants relating to the dividend specified in table below are requested to immediately send their request for issue of duplicate warrants. Once the unclaimed dividend is transferred to the IEPF, the same can be claimed from the IEPF Authority after following the procedures prescribed in the IEPF Rules.

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Dividend Dividend Amount / per share
Year Date of Declaration Due Date of transfer to IEPF
Type ( e )
2016-2017 Interim April 28, 2016 6.00 May 28, 2023
Interim August 3, 2016 6.00 September 2, 2023
Interim October 21, 2016 6.00 November 20, 2023
Interim January 24, 2017 6.00 February 23, 2024
2017-2018 Interim May 11, 2017 6.00 June 10, 2024
Interim July 27, 2017 2.00 August 26, 2024
Interim October 25, 2017 2.00 November 24, 2024
Interim January 19, 2018 2.00 February 18, 2025
2018-2019 Interim May 2, 2018 2.00 June 1, 2025
Interim July 27, 2018 2.00 August 26, 2025
Interim October 23, 2018 2.00 November 22, 2025
Interim January 29, 2019 2.00 February 28, 2026
Interim May 9, 2019 2.00 June 8, 2026
Interim August 7, 2019 2.00 September 6, 2026
2019-2020 Interim October 23, 2019 2.00 November 22, 2026
Interim January 17, 2020 2.00 February 16, 2027
Final September 29, 2020 2.00 October 29, 2027
Interim July 17, 2020 2.00 August 16, 2027
2020-21 Interim October 16, 2020 4.00 November 15, 2027
Interim January 15, 2021 4.00 February 14, 2028
Interim April 23, 2021 16.00 May 23, 2028
Interim July 19, 2021 6.00 August 18, 2028
2021-22
Interim October 14, 2021 10.00 November 13, 2028
Interim January 14, 2022 10.00 February 13, 2029
Interim April 21, 2022 18.00 May 21, 2029
Interim July 12, 2022 10.00 August 11, 2029
2022-23
Interim October 12, 2022 10.00 November 11, 2029
Interim January 12, 2023 10.00 February 11, 2030
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172 HCL Technologies Annual Report 2022-23

The Company sends regular reminders to the shareholders to claim their dividends in order to avoid the transfer of dividends / shares to the IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the website of the Company and the weblink for the same has been provided at the end of this report.

x) Financial Calendar (tentative and subject to change)

Financial Calendar (tentative and subject to change)
Financial reportingfor the frstquarter endingJune 30, 2023	Second Week of July, 2023
Financial reportingfor the secondquarter and halfyear endingSeptember 30, 2023	Second Week of October, 2023
Financial reportingfor the thirdquarter endingDecember 31, 2023	Second Week of January, 2024
Financial reportingfor the fourthquarter andyear endingMarch 31, 2024	Third Week of April, 2024
AGM for theyear endingMarch 31, 2024	July/ August 2024

y) Address for Shareholders’ correspondence

The Secretarial Department HCL Technologies Limited 2ndFloor, Corporate Towers, Plot No. 3A, Sector -126, Noida - 201 304, UP, India Tel.: + 91 11 26436336 E-mail ID: [email protected]	Link Intime India Private Limited (Unit: HCL Technologies Limited) C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra Tel.: + 91 22 49186060, Toll Free: 1800 1020 878 E-mail:[email protected]

z) Shareholders’ Satisfaction Survey

The Company has always strived to provide the best possible services to its shareholders. The Company is very thankful for the feedback provided to it through the Shareholders’ survey conducted last year.

It has been the Company’s constant endeavour to strengthen its shareholders’ services standards and therefore, as part of its regular feedback seeking exercise, an online Shareholders’ survey has been posted at https://forms.ofce.com/r/uby44szpWr Through this survey, the Company would look forward to the valuable feedback for improving its services standards. Accordingly, the Shareholders are requested to spare some time to participate in this survey and provide their valuable feedback.

aa) Centres’ Locations

The Company do not have any manufacturing plants but have development centers and offices in India and overseas. All the global locations including India locations are available on the website of the Company at https://www.hcltech.com/global-presence

38. COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS

The Listing Regulations provides certain mandatory requirements which have to be fulfilled by the Company. The Company has complied with all the mandatory requirements of the Listing Regulations. Specifically, the Company confirms compliance with corporate governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) of the Listing Regulations, as applicable.

The Listing Regulations further states certain non-mandatory requirements which may be implemented as per the discretion of the Company. The Company complies with the following non-mandatory requirements:

1. Shareholders’ Rights

The clause states that half-yearly declaration of financial performance including summary of the significant events in the last six months, may be sent to each shareholder. The Company communicates with investors regularly through e-mail, telephone and face to face meetings either in investor’s conferences, Company visits or on road shows.

The Company leverages the internet in communicating with its investors. After the announcement of the quarterly results, a business television channel in India telecasts discussions with the management. This enables a large number of retail investors in India to understand the Company’s operations better. The announcement of quarterly results is followed by media briefing in press conferences and earning conference calls. The earning calls are also webcast live on the internet. Further, transcripts of the earnings calls are posted on the website of the Company and the weblink for the same has been provided at the end of this report.

The quarterly financial results are also published in English and Hindi daily newspapers.

2. Audit Qualifications

It is always the Company’s endeavour to present unqualified financial statements. There is no audit qualification in the Company’s financial statements for FY 2022-23.

Corporate Governance Report 173

3. Separate posts of Chairman and CEO

The positions of the Chairperson and the CEO are held by separate individuals. Ms. Roshni Nadar Malhotra, Non-Executive Director is the Chairperson of the Company and Mr. C. Vijayakumar is the CEO & Managing Director of the Company. The Chairperson and the CEO are not related to each other.

4. Reporting of Internal Auditor

Internal Auditors of the Company make quarterly presentations to the Audit Committee on their reports.

LIST OF WEBLINKS REFERRED TO IN DIRECTORS’ REPORT AND CORPORATE GOVERNANCE REPORT

Particulars	Website Link
Annual Return	https://www.hcltech.com/investors/results-reports
Anti-Bribery and Anti-Corruption Policy	https://www.hcltech.com/investors/governance-policies/abacpdf
Archival Policy	https://www.hcltech.com/investors/governance-policies/preservationofdocspolicypdf
Board Diversity Policy	https://www.hcltech.com/investors/governance-policies/diversitypolicy
Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (‘Fair Disclosure Code’)	https://www.hcltech.com/investors/governance-policies/fair-disclosure-codepdf
Corporate Social Responsibility Policy	https://www.hcltech.com/investors/governance-policies/csrpolicypdf
Code of Business Ethics and conduct	https://www.hcltech.com/investors/governance-policies/cobecpdf
Details of unclaimed dividends and shares liable to be transferred to IEPF	https://www.hcltech.com/investors/iepf-details
Dividend Distribution Policy	https://www.hcltech.com/investors/governance-policies/ddppdf
Financial Results	https://www.hcltech.com/investors/results-reports
Financial Statements of Subsidiaries	https://www.hcltech.com/investors/subsidiaries-fnancials
Familiarization Programme for Independent Director	https://www.hcltech.com/investors/governance-policies/familarizationprogidpdf
Investors’ Section	https://www.hcltech.com/investors
Letter of Appointment of Independent Director	https://www.hcltech.com/investors/governance-policies/loaidspdf
Policy on Related Party Transactions	https://www.hcltech.com/investors/governance-policies/rptpolicypdf
Policy for determining Material Subsidiary	https://www.hcltech.com/investors/governance-policies/materialsubsidiarypolicypdf
Policy for Determination of Materiality of Events or Information	https://www.hcltech.com/investors/governance-policies/determinationofmaterialityofeventspolicypdf
Remuneration Policy	https://www.hcltech.com/investors/governance-policies/rempolicypdf
Transcripts of Earnings Calls	https://www.hcltech.com/investors/results-reports
Whistleblower Policy	https://www.hcltech.com/investors/governance-policies/whistleblowerpolicypdf

174 HCL Technologies Annual Report 2022-23

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members

HCL Technologies Limited

806, Siddharth, 96, Nehru Place, New Delhi-110019

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HCL Technologies Limited having CIN L74140DL1991PLC046369 and registered office at 806, Siddharth, 96, Nehru Place, New Delhi-110019 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers and declarations received from respective Directors, We hereby certify that as on Financial Year ended on March 31, 2023 none of the Directors on the Board of the Company as stated below have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

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S. No. Name of Director Director Identification Number Original Date of Appointment in the Company
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	Name of Director	Director Identifcation Number	Director Identifcation Number

1.	Mr. Deepak Kapoor	00162957	26/07/2017
2.	Dr. Mohan Chellappa	06657830	06/08/2019
3.	Ms. Nishi Vasudeva	03016991	01/08/2016
4.	Ms. Robin Ann Abrams	00030840	13/09/1999
5.	Ms. Roshni Nadar Malhotra	02346621	29/07/2013
6.	Mr. Srinivasan Ramanathan	00575854	19/04/2011
7.	Mr. Shikhar Neelkamal Malhotra	00779720	22/10/2019
8.	Dr. Sosale Shankara Sastry	05331243	24/07/2012
9.	Mr. Subramanian Madhavan	06451889	15/01/2013
10.	Mr. Simon John England	08664595	16/01/2020
11.	Mr. Thomas Sieber	07311191	17/10/2015
12.	Ms. Vanitha Narayanan	06488655	19/07/2021
13.	Mr. Vijayakumar Chinnaswamy	09244485	20/07/2021

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Chandrasekaran Associates Company Secretaries

Dr. S. Chandrasekaran

Date: April 19, 2023 Place: Delhi

Senior Partner Membership No. FCS 1644 Certificate of Practice No. 715 UDIN: F001644E000137307

Corporate Governance Report 175

INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

TO THE MEMBERS OF HCL Technologies Limited

This certificate is issued in accordance with the terms of our engagement letter dated 18 December 2019.
We have examined the compliance of conditions of Corporate Governance by HCL Technologies Limited (“the Company”), for the year ended 31 March 2023, as stipulated in regulations 17 to 27, clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”) pursuant to the Listing Agreement of the Company with Stock Exchanges.

Management’s Responsibility

The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the responsibility of the Company’s Management including the preparation and maintenance of all the relevant records and documents. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of Corporate Governance stipulated in the Listing Regulations.

Auditors’ Responsibility

Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31 March 2023.
We conducted our examination of the above corporate governance compliance by the Company in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) and Guidance Note on Certification of Corporate Governance, both issued by the Institute of the Chartered Accountants of India (the “ICAI”), in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company to comply with the requirement of the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For B S R & Co. LLP Chartered Accountants Firm’s Registration No: 101248W/W-100022

Rakesh Dewan

Partner Membership No: 092212 UDIN:23092212BGXLZX8940

Place: Gurugram Date: April 20, 2023

176 HCL Technologies Annual Report 2022-23

DECLARATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

We, Roshni Nadar Malhotra, Chairperson and C. Vijayakumar, Chief Executive Officer & Managing Director of HCL Technologies Limited (“the Company”) confirm that the Company has adopted a Code of Business Ethics and Conduct (“Code of Conduct”) for its Board members and senior management personnel and the Code of Conduct is available on the Company’s website.

We, further confirm that the Company has in respect of the financial year ended March 31, 2023, received from its Board members as well as senior management personnel affirmation as to compliance with the Code of Conduct.

Roshni Nadar Malhotra Chairperson DIN: 02346621 Place: Noida (U.P.), India Date: April 20, 2023

C. Vijayakumar Chief Executive Officer & Managing Director DIN: 09244485

CERTIFICATE BY CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) PURSUANT TO REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Board of Directors HCL Technologies Limited New Delhi

Dear members of the Board,

We have reviewed the financial statements and the cash flow statement of the Company for the year ended March 31, 2023 and to the best of our knowledge and belief –
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.
We have indicated to the Auditors and the Audit Committee –
(i) that there are no significant changes in internal control over financial reporting during the year;
(ii) that there are no significant changes in accounting policies during the year; and
(iii) that there are no instances of significant fraud of which we have become aware and that there is no involvement of the management or employee having a significant role in the Company’s internal control system over financial reporting.

Roshni Nadar Malhotra Chairperson DIN: 02346621 Prateek Aggarwal Chief Financial Officer

C. Vijayakumar Chief Executive Officer & Managing Director DIN: 09244485 Goutam Rungta Corporate Vice President- Finance

Place: Noida (U.P.), India Date: April 20, 2023

Corporate Governance Report 177

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Statement from the Chair of the ESG & Diversity Equity Inclusion Committee (“ESG & DEI Committee”)

Dear Stakeholders,

We are delighted to present our Business Responsibility and Sustainability Report (“BRSR”) for the financial year April 1, 2022 to March 31, 2023 (“FY23”). We engaged Ernst & Young Associates LLP (“EY”), as a third party to perform an independent limited assurance of our BRSR. The independent assurance statement by EY is also enclosed as part of the Annual Report.

HCLTech has undergone significant changes during FY23. We launched a new brand identity and we published our new purpose statement – “To bring together the best of technology and our people to supercharge progress”. The mantra of supercharging progress guides how we accelerate digital transformation for our clients, advances the aspirations of our people, contributes toward a more sustainable planet and works toward equitable and sustainable communities. The disclosures we present in our BRSR, reflect our HCLTech purpose.

The environmental, social and governance (“ESG”) & diversity, equity and inclusion (“DEI”) committee of the board met on four occasions in FY23 when HCLTech’s steady progress across these dimensions was reviewed. The key dimensions of our progress against our targets, have also been validated by external third-party recognitions. Some of the highlights are outlined below:

MSCI has rated HCLTech as an ESG ‘Leader’ in the software and services industry. This year, HCLTech has been recognized as a leader with an “AA” rating, a significant move up from last year’s “A” rating.
The S&P Global Sustainability Yearbook 2023 has recognized HCLTech as an ‘Industry Mover’. The Yearbook lists leading companies that have demonstrated sustainable business practices in their operations.
HCLTech has also been included in Sustainalytics’ 2023 Top-Rated ESG companies list in the Software and Services Industry segment and in the Asia Pacific Region.

The progress achieved would not be possible without the appropriate focused execution and resource allocation of the initiatives and projects by the respective teams involved.

Each quarter, the committee presented its review on outcomes and relevant milestones to the board. During FY’23, in response to the recommendations of the committee, HCLTech has implemented an internal audit system covering all ESG disclosures. The outcome of the audit was reviewed by the Audit Committee of the board.

A separate sustainability report for FY’23 will also be published to give more details on the sustainability strategy implementation and the performance against the commitment and goals that have been outlined by HCLTech.

We will be eager to have your feedback on the BRSR disclosures and the sustainability report and look forward to hearing from you.

Robin Abrams Chairperson – ESG & DEI Committee

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SECTION A: GENERAL DISCLOSURES

I. Details of the listed entity

1	Corporate Identity Number (CIN) of the Listed Entity	L74140DL1991PLC046369
2	Name of the Listed Entity	HCL Technologies Limited
3	Year of incorporation	1991
4	Registered ofce address	806,Siddharth,96,Nehru Place,New Delhi - 110019,India
5	Corporate address	HCL Technology Hub, SEZ, Plot No. 3A, Sector 126, Noida - 201304, U.P.,India
6	E-mail	[email protected]
7	Telephone	0120-430 6000
8	Website	www.hcltech.com
9	Financialyear for which reporting is being done	April 1,2022 to March 31,2023
10	Name of the Stock Exchange(s) where shares are listed	National Stock Exchange of India Ltd (“NSE”) and BSE Ltd. (“BSE”)
11	Paid-up Capital	The paid-up equity share capital of HCL Technologies Limited as on March 31, 2023 is ₹542,73,30,192/- comprising of 271,36,65,096 equityshares of face value of ₹2/- each.
12	Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report	Mr. Santhosh Jayaram, Global Head - Sustainability [email protected]
13	Reporting boundary	The reporting scope and boundary for indicators, unless otherwise stated,covers the operations of HCLTech across all locationsglobally.

Note: All of HCLTech workforce is categorized as ‘Employees’ and none as ‘Workers’. Hence in all the sections, details sought of the ‘Workers’ category are Not Applicable to HCLTech.

II. Products / Services

14. Details of business activities (accounting for 90% of the turnover)

S. No.	Description of main activity	Description of business activity	% of turnover of the entity (FY’22)
1	Information and Communication (Revenue from Operations)	Computer programming, consultancy, and related activities	100%

15. Products / Services sold by the entity (accounting for 90% of the entity’s Turnover)

S. No.	Product / Service	NIC Code	% of total turnover contributed
1	IT & Business Services (“ITBS”) - ITBS enables global enterprises to transform their business via Digital Foundation, a modernized infrastructure stack built around hybrid cloud, software-defned networks, the digital workplace, and other elements; Digital Business, a combination of application services and consulting capabilities; Digital Operations, a three-pronged setup for modernized and efcient operations at enterprise level.	Services are broadly mapped to NIC classes 620 and 631	73%
2	Engineering and R&D Services (“ERS”) - Engineering services and solutions in all aspects of product development and platform engineering.		16.6%
3	HCL Software - Provision of modernized software products to global clients for their technological and industry-specifc requirements.		10.9%
4	Inter segment elimination		(0.5%)

III. Operations

16. Number of locations where plants and / or operations / offices of the entity are situated

Location	Number ofplants	Number of ofces	Total
National	Not applicable	42	42
International	Not applicable	207	207

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17. Markets served by the entity

a. Number of locations

Locations	Number
National (No. of States)	9
International (No. of Countries)	53

b. What is the contribution of exports as a percentage of the total turnover of the entity?

The geography wise revenue of HCLTech is listed below:

	Unit	FY 2022-23
America	₹ (crore)	57,818
Europe	₹ (crore)	26,868
India*	₹ (crore)	3,935
Rest of the world	₹ (crore)	12,835
Total	₹(crore)	1,014,56

*Note: Includes revenue billed to India, based captive of global clients.

c . A brief on types of customers

HCLTech is committed to supercharging progress, delivering pioneering services and products that positively impact its clients, employees, communities and the planet. HCLTech seeks to be the preferred digital partner for Global 2000 enterprises, a strategic objective aligned to the long-term value of building deep, strategic client relationships as a trusted partner. We focus on G2000 and G2000 equivalent companies such as privately held or government-owned entities. We also work with the fastestgrowing digital-native companies that are on a rapid growth track toward achieving G2000 status. HCLSoftware has its client universe which is broader and is consistent with the business objectives of a software business. The key industry verticals that HCLTech caters primarily are Financial Services, Manufacturing, Life sciences & Healthcare, Technology & Services, Public Services[#] , Retail & CPG, and Telecommunications, Media, Publishing & Entertainment.

Public Services include Energy & Utilities, Travel-Transport-Logistics and Government.

IV. Employees

18. Details as at the end of the financial year

a. Employees and workers (including differently abled)

S.No.	Particulars	Total (A)	Male	Male	Female	Female	Others	Others
			No. (B)	% (B / A)	No. (C)	% (C / A)	No. (D)	% (D / A)
			Employees
1	Permanent (D)	225,944	159,842	70.7%	65,907	29.2%	195	0.09%
2	Other than Permanent (E)	15,408	11,254	73.0%	4,007	26.01%	147	0.95%
	Total employees (D + E)	241,352	171,096	70.9%	69,914	28.96%	342	0.14%

Note: Disclosing gender is voluntary for HCLTech employees. The employees who have not disclosed their gender are categorized as ‘Others’.

b. Differently abled Employees and workers

S.No.	Particulars	Total (A)	Male	Male	Female	Female
			No. (B)	% (B / A)	No. (C)	% (C / A)
Diferently abled employees
1.	Permanent (D)	549	386	70.31%	163	29.69%
2.	Other than Permanent (E)	7	7	100%	0	0
	Total diferently abled employees (D + E)	556	393	70.68%	163	29.32%

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19. Participation / Inclusion / Representation of women

Particulars	Total (A)	No. and percentage of Females	No. and percentage of Females
		No. (B)	% (B / A)
Board of Directors	13	4	30.76
Key Management Personnel	3	0	0.00

20. Turnover rate for permanent employees and workers

	FY 2022-23	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22	FY 2021-22	FY 2020-21	FY 2020-21	FY 2020-21
	Male	Female	Others	Total	Male	Female	Others	Total	Male	Female	Total
Permanent Employees	19.83%	18.60%	15.67%	19.50%	21.87%	22.05%	31.67%	21.92%	9.81%	10.16%	9.90%

Note: This data is voluntary attrition % (LTM – IT Services)

V. Holding, Subsidiary and Associate Companies (including joint ventures)

21. Names of holding / subsidiary / associate companies / joint ventures:

Details of Holding, Subsidiary and Associate Companies (including joint ventures) are provided in Directors’ Report (Section 8), which forms part of the Annual Report.

All the entities indicated participate in the Business Responsibility initiatives of the listed entity.

VI. CSR Details

22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes / No) - Yes

(ii) Turnover (in crore): ₹101,456 (as per consolidated financial statements); ₹ 46,276 (as per Standalone financial statements)
(iii) Net worth (in crore) : ₹65,398 (as per consolidated financial statements); ₹ 41,104 (as per Standalone financial statements)

VII. Transparency and Disclosures Compliances

23. Complaints / Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

Employees

The Company is committed to provide employees with a safe and secure work environment, which is free of discrimination and harassment, including any form of sexual harassment. The Company’s ‘Grievance Redressal Protocol’ outlines ways of working, responsibilities and processes adopted during handling violations pertaining to following:

Acts which violate POSH Act 2013 & Secure Policy of the Company.
Acts which violate COBEC and ABAC Policy of the Company and Acts which come under the purview of Whistleblower Policy of the Company.

The Company has implemented several avenues to resolve employee problems, including the Secure (Anti-Sexual Harassment Initiative), HEAR (Hearing Employees and Resolving their Concerns) platform, and the Whistleblower Policy.

“HEAR” is an integrated channel and serves as access to the Desk of the Ombudsman who directs any grievance raised by the employees to the appropriate individuals to investigate. All employee grievances (including employee / HR related matters) can be reported by writing directly to [email protected]. In case any employee experiences any form of Sexual harassment they can report the incidents by directly writing to [email protected]. The complaints covered under the Whistleblower Policy can be raised by writing to [email protected].

For details on employee grievances and resolution, please refer to question 13 of principle 3 and question 6 of principle 5. During FY 2022-23, 54 whistleblower complaints have been filed by employees. Additionally, 66 anonymous complaints were also received.

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Investors / Shareholders

The Company’s shareholders’ grievance redressal mechanism ensures accountability & transparency and is overseen by the Stakeholders’ Relationship Committee of the Company. All shareholders queries / grievances are promptly responded to by the Registrar and Share Transfer Agent or the Company. The Company has also placed on its website the FAQs which may be helpful for the shareholders to get information on shareholders related matters and guides them on the steps / documents required to process their requests on various matters. For investor related complaints, refer to section ‘Investors’ Grievances’ in the Corporate Governance Report.

Customers

HCLTech has institutionalized process to help customers raise grievance and complaints related to its business conduct. These include the following:

Customer Advisory Board (CAB) – It consists of CXOs from our strategic accounts across a variety of industries. The CAB member perspectives, insights and directional guidance help HCLTech better address customer needs and ensure our value propositions and services continue to deliver real value to our customers.
CREST - Through a governance framework called CREST, HCLTech has institutionalized the process of cadence meetings, the process of checking in regularly with clients. Any customer complaints or escalations as received by the LOB heads, are picked by the respective delivery owners and actions are put in place to address their concerns. This is then tracked as part of Quarterly Business Review (“QBR”) or Executive Business Review (“EBR”) which is attended by the LOB heads along with customers and tracked as part of CREST.
ACSAT & PCSAT - HCLTech measures client satisfaction both at project level as well as engagement level. At project level, HCLTech under its Project CSAT (PCSAT) initiative surveys close to 3000+ projects to monitor client satisfaction for each project, while once a year, an independent third party conducts an account-level CSAT (ACSAT) to provide a health check on client engagement and relationships, benchmarked against competitors.
CRISP – HCLTech has a unique framework called CRISP which is adopted across the organization to act on customer feedback. Taking an action on customer feedback is the key tenet of customer centricity and has helped us improve the relationship with customer and enhance our services over the years. CRISP is an acronym for Customer Relationship Improvement and Solutioning Partnership.
HCLTech’s account management teams also connects with their respective customers on monthly basis to capture their feedback and highlights the same internally. The account teams accordingly take proactive actions to prevent any dissatisfaction.
Finally HCLTech also has an effective Whistleblower Policy which defines and lays down the process for raising a Complaint for any stakeholder including our clients. They can write to [email protected] wherein any complaints related to Unethical and Improper Practices will be dealt by this Policy. Any HR related complaints are forwarded to [email protected].

Together these mechanisms ensure HCLTech is well equipped to proactively handle any complaints / grievances on any of the 9 governing principles.

Value Chain Partners

The Company is committed to aiding Suppliers and Partners in adhering to policies and practices. In the event of a grievance, the Company welcomes input and promote communication with any interested party. If suppliers have any questions, concerns, or grievances about Company’s policies or procedures, they are encouraged to email us at [email protected]. The whistleblower policy of the Company extends to value chain partners as well. During the financial year 2022-23, no grievances were received.

Communities

The corporate social responsibility agenda for HCLTech is delivered by the HCL Foundation. It deeply upholds the value of accountability and aims to accept, assess, and resolve feedback or complaints received from our community of stakeholders ranging from but not limited to HCL Foundation employees, HCLTech employees, volunteers, third-party employees, consultants associated with the projects of the Company, NGO partners, social sector organizations, government authorities, programme participants, community members and others. Any deviation from the law of the land, HCLTech Code of Conduct or HCL Foundation Child Protection Policy by any stakeholder associated with the programmes / projects of the Company is taken up seriously for review and redressal via multi-pronged, scientific and transparent channels.

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HCL Foundation aims to ensure that every stakeholder is provided a safe environment to share their concerns / grievances. High level of confidentiality is maintained in sensitive matters to respect and maintain dignity of the complainant. No grievances have been received from community in FY 2022-23.

24. Overview of the entity’s material responsible business conduct issues

Details of Company’s material issues and associated risks and opportunities is available in Sustainability Report, Section ‘Stakeholder Engagement’.

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements.

Disclosure Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
	Policy and management processes
1. a) Whether your entity’s policy /policies cover each principle and its core elements of the NGRBCs. (Yes / No)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
b) Has the policy been approved by the Board? (Yes / No)	Yes. The Policies are approved in accordance with the authorities delegated by the Board.
c) Web Link of the Policies, if available	P1: Code of Business Ethics and Conduct: https://www.hcltech.com/investors/governance-policies/cobecpdf Anti-Bribery & Anti-Corruption policy:https://www.hcltech.com/investors/governance-policies/abacpdf Dividend Distribution Policy: https://www.hcltech.com/sites/default/fles/dividend_distribution_policy.pdf Group tax strategy: http://www.hcltech.com/sites/default/fles/hcl_group_tax_strategy_03122019.pdf Composition of various committees of board of directors: https://www.hcltech.com/sites/default/fles/composition_of_various_committees_of_board_of_directors2k1.pdf Criteria of making payments to non-executive directors: https://www.hcltech.com/sites/default/fles/documents/inline-migration/criteria_of_making_payments_to_non_executive_directors.pdf
	P2: Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf Code of Business Ethics and Conduct:https://www.hcltech.com/investors/governance-policies/cobecpdf Anti-Bribery & Anti-Corruption policy:https://www.hcltech.com/investors/governance-policies/abacpdf Environmental Sustainability Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/EMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf
	P3: Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf Code of Business Ethics and Conduct: https://www.hcltech.com/investors/governance-policies/cobecpdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Whistleblower Policy: https://www.hcltech.com/investors/governance-policies/whistleblowerpolicypdf Remuneration Policy:https://www.hcltech.com/investors/governance-policies/rempolicypdf HCL Group Tax Strategy: https://www.hcltech.com/sites/default/fles/HCLGroupTaxStrategyFY22.pdf Human Rights Policy: https://www.hcltech.com/sites/default/fles/documents/inline-migration/human-rights-policy.pdf
	P4: Code of Business Ethics and Conduct: https://www.hcltech.com/investors/governance-policies/cobecpdf Whistleblower Policy:https://www.hcltech.com/investors/governance-policies/whistleblowerpolicypdf Dividend Distribution Policy:https://www.hcltech.com/sites/default/fles/dividend_distribution_policy.pdf Policy for determination of materiality of event or information: https://www.hcltech.com/investors/governance-policies/eterminationofmaterialityofeventspolicypdf Related Party Policy:https://www.hcltech.com/investors/governance-policies/rptpolicypdf Fair Disclosure Code:https://www.hcltech.com/investors/governance-policies/fair-disclosure-codepdf
	P5: Code of Business Ethics and Conduct: https://www.hcltech.com/investors/governance-policies/cobecpdf Human Rights Policy: https://www.hcltech.com/sites/default/fles/documents/inline-migration/human-rights-policy.pdf

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	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf	P6: Environmental and Sustainability Policy:https://www.hcltech.com/sustainability#policies Energy Policy:https://www.hcltech.com/sites/default/fles/documents/sustainability/EnMS-Policy-2022.pdf Occupational Health & Safety Policy: https://www.hcltech.com/sites/default/fles/documents/sustainability/OHS-Policy-2022.pdf Procurement Policy:https://www.hcltech.com/sites/default/fles/documents/Procurement-Policy.pdf
	P7: Code of Business Ethics and Conduct Anti-Bribery& Anti-Corruptionpolicy:					: https://www.hcltech.com/investors/governance-policies/cobecpdf https://www.hcltech.com/investors/governance-policies/abacpdf
	P8: CSR Policy:		https://www.hcltech.com/investors/governance-policies/csrpolicypdf

	P9: Code of Business Ethics and Conduct: https://www.hcltech.com/investors/governance-policies/cobecpdf Anti-Bribery & Anti-Corruption policy:https://www.hcltech.com/investors/governance-policies/abacpdf Privacy Statement : https://www.hcltech.com/privacy-statement
2. Whether the entity has translated the policy into procedures(Yes / No)	Yes	Yes		Yes	Yes		Yes	Yes	Yes	Yes	-
3. Do the enlisted policies extend to your value chain partners?(Yes / No)	Yes	Yes		Yes	Yes		Yes	Yes	Yes	Yes	-
4. Name of the national and international codes / certifcations / labels / standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustee) standards (e.g. SA 8000, OHSAS, ISO, BIS) mapped to eachprinciple	• ISO 37001:2022 • ISO 45001:2018 • ISO 14001:2015 • ISO 50001:2018 • ISO 9001:2015 • ABMS ISO 37001:2016 • LEED Certifcation • Great Place to Work
5. Specifc commitments, goals and targets set by the entity with defned timelines, if any	Principle 1: • Integrating ESG into Risk management process and internal audit process. Principle 2: • Strengthening the sustainable supply chain process. Principle 3: • Improving the ESG Knowledge and Skills of the employees. • Improving the gender diversity in workforce with 40% Women by 2030. • Increase gender representation in senior leadership levels to 30% by 2030. • Being recognized among the best employers in our key operating geographies. Principle 5: • Strengthening the sustainable supply chain process. Principle 6: • Achieve Net Zero by 2040. • Achieve a reduction of 50% on absolute scope 1 & 2 emissions by 2030 compared to 2020 baseline. • Transition to 80% of electricity usage to renewable energy by 2030. • Maintain Zero Discharge from all owned facilities. • Achieve Zero Waste to Landfll at all owned facilities by 2025. • Strengthening the sustainable supply chain process. Principle 8: • Strengthening the sustainable supply chain process. Principle 9: • Being recognized among industry leaders for information security practices and data privacy standards.
6. Performance of the entity against the specifc commitments, goals and targets along-with reasons in case the same are not met	Details on performance against the Company commitments are available in the Sustainability Report 2023.

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Governance, Leadership, and Oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has fexibility regarding the placement of this disclosure)	The Statement is available at the beginning of the BRSR section.
8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy/policies	The highest executive authority responsible for the implementation of the policies is the CEO & Managing Director – Mr. C. Vijayakumar.
9. Does the entity have a specifed Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details	The Company has an ESG & DEI Committee of the Board. The members of the ESG & DEI Committee are: • Ms. Robin Ann Abrams (DIN 00030840) Independent Director Chairperson of the Committee • Ms. Roshni Nadar Malhotra (DIN 02346621) Non Independent Director Chairperson of HCL Technologies Limited • Mr. Simon John England (DIN 08664595) Independent Director Mr. C. Vijayakumar,CEO & ManagingDirector,is an invitee to this Committee.

10. Details of Review of NGRBCs by the Company:

10. Details of Review of	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:	NGRBCs by the Company:
Subject for Review	Indicate whether review was undertaken by Director / Committee of the Board / Any other Committee
	P1	P2	P3	P4	P5	P6	P7	P8	P9
Performance against above policies and follow up action	Yes, the ESG & DEI Committee reviews theperformance.
	Frequency (Annually / Halfyearly / Quarterly / Any other –please specify)
	Quarterly
Compliance with statutory requirements of relevance to the principles, and rectifcation of any non-compliances	Indicate whether review was undertaken by Director / Committee of the Board / Any other Committee
	Yes
	Frequency (Annually/ Halfyearly/ Quarterly/ Any other –please specify)
	Annually

11. Has the entity carried out independent assessment / evaluation of the working of its policies by an external agency?	P1	P2	P3	P4	P5	P6	P7	P8	P9
	• Ernst and Young Associates LLP • BSI

12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:

Not Applicable

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

In this section, the Company will delve into how it has demonstrated its performance in integrating the National Guidelines of Responsible Business Conduct (“NGRBC”) Principles and its core elements with its key processes and decisions.

The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are mandatory, the leadership indicators present an opportunity for it to aspire towards higher levels of responsibility and showcase its voluntary disclosures. The Company’s comprehensive report encompasses both essential and leadership indicators, providing a thorough assessment of its commitment to social, environmental, and ethical responsibility.

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PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.

Essential Indicators:

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year

Segment	Total number of training and awareness programmes held	% of persons in respective category covered by the awareness programmes
Board of Directors	Through the learning platform, the Company ofers several courses covering the principles of BRSR. Topics covered include, Business ethics, workplace conduct, fraud, bribery and corruption, conficts of interest, fnancial interests, personal relationships, money laundering, money laundering risk lifecycle, speaking up, information security, climate change etc.	100%
Key Managerial Personnel		100%
Employees other than BoD and KMPs		100%

2. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators / law enforcement agencies / judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as disclosed on the entity’s website): None.

3. Of the instances disclosed in Question 2 above, details of the Appeal / Revision preferred in cases where monetary or nonmonetary action has been appealed.

Not Applicable.

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a weblink to the policy.

Yes, the Company has Code of Business Ethics and Conduct (COBEC)*, Anti-Bribery & Anti-Corruption policy (“ABAC”)$ and AntiBribery & Anti-Corruption Note from our CEO#. These apply to all individuals working worldwide for all affiliates and subsidiaries of HCLTech at all levels and grades. It covers giving and offering of bribes, and bribing of government officials, facilitation payments, charitable donation, political activities. Foreign Corrupt Practices Act (FCPA) & UK Bribery Act (UKBA) are the governing legislations of this policy. The Anti-Bribery Management Systems (ABMS) is certified against ISO 37001-2016. Certification can be accessed at the website of the Company at https://www.hcltech.com/investors/corporate-certifcations

Note:

- https://www.hcltech.com/investors/governance policies/cobecpdf $ https://www.hcltech.com/investors/governance-policies/abacpdf # https://www.hcltech.com/sites/default/fles/documents/inline-migration/anti-bribery_anti-corruption_note_from_our_ceo.pdf

5. Number of Directors / KMPs / employees / workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery / corruption.

Particulars	FY 2022-23	FY 2021-22
Directors	Nil	Nil
KMPs
Employees

6. Details of complaints with regard to conflict of interest

Particulars	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22
	Number	Remarks	Number	Remarks
Number of complaints received in relation to issues of Confict of Interest of the Directors	Nil
Number of complaints received in relation to issues of Confict of Interest of the KMPs

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7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators / law enforcement agencies / judicial institutions, on cases of corruption and conflicts of interest.

Not applicable, since there were no issues related to fines / penalties / action taken by regulators / law enforcement agencies / judicial institutions, on cases of corruption and conflicts of interest at HCLTech.

Leadership Indicators:

1. Awareness programmes conducted for value chain partners on any of the principles during the financial year

Total number of awareness programmes held	Topics / principles covered under the training	% of value chain partners covered (by value of business done with such partners) under the awareness programmes
580	During the fnancial year, the Company has conducted various awareness programs for its value chain partners to promote Health and Safety, Wellbeing, Awareness and Policies, and Ethics. A range of topics was covered including risk assessment & work permit system awareness, awareness on electrical safety, LOTO (Lockout-Tagout) system, energy consumption & conservation, chemical safety & MSDS awareness, fre safety, emergency preparedness & evacuation procedure awareness, awareness on incident reporting & management, awareness on QHSEE Policy- objectives & targets, awareness on Legal compliances, mental health awareness, awareness on power tools safety, PPE & its Importance, slip-trip- fall & ergonomics awareness, confned space & lone working awareness, safe driving / road safety, energy conservation, environmental impacts, waste reduction. Trainings were also conducted on aspects like ethics, anti-bribery, POSH and information security.	100% of high-risk value chain partners are covered.

2. Does the entity have processes in place to avoid / manage conflict of interests involving members of the Board? (Yes / No) If yes, provide details of the same.

Yes.

The Company receives from the members of the Board, a list of entities in which they are interested, at the beginning of every financial year and as and when there is any change in such interest. It is ensured that the requisite approvals as required under the statute as well as the Company’s policies are in place before transacting with such entities.

Further, the Company has adopted the Code of Business Ethics and Conduct which requires that the Directors of the Company shall avoid any activity or association that creates or appears to create a conflict between the personal interests of the Directors and the business interests of the Company.

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe.

Essential Indicators:

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Particulars	FY 2022-23	FY 2021-22	Details of improvements in environmental and social impacts
R&D ( rin crores)	1,632	1,526	R&D investments are made to upgrade the efectiveness of the products and services and to develop new products and services. All the products and services help in improved efciency for the Company’sclients and thus resulting in environmental and social benefts.
Capex ( rin crores)	1,661	1,645	Capex is mostly on the infrastructure. Better equipment and better buildings improve theCompany’senergy efciency and accessibility.

2. a) Does the entity have procedures in place for sustainable sourcing? (Yes / No): Yes.

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b) If yes, what percentage of inputs were sourced sustainably?

The Company has a procedure in place to onboard suppliers’ basis sustainability parameters. All new vendor onboarding goes through HCLTech’s Vendor Due Diligence process which also covers ESG. HCLTech has also started doing a supply chain ESG risk assessment and based on the risk, have started ESG assessments on selected vendors. Thus, 100% of the Company’s suppliers are covered under our sustainable sourcing program.

3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

Not Applicable.

4. Whether Extended Producer Responsibility (“EPR”) is applicable to the entity’s activities (Yes / No).

If yes, whether the waste collection plan is in line with the EPR plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.

Not Applicable.

Leadership Indicators:

1. Has the entity conducted Life Cycle Perspective / Assessments (“LCA”) for any of its products (for the manufacturing industry) or for its services (for the service industry)? If yes, provide details in the following form at?

Not Applicable.

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the LCA or through any other means, briefly describe the same along-with action taken to mitigate the same.

Not Applicable.

3. Percentage of recycled or reused input material to total material (by value) used in production (For manufacturing industry) or providing services (for service industry).

Not Applicable.

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed of.

Not Applicable.

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Not Applicable.

PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains.

Essential Indicators:

1. a) Details of measures for the well-being of employees.

Category		% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by	% of employees covered by
	Total (A)	Health insurance*		Accident insurance		Maternity benefts		Paternity Benefts		Day Care facilities
		Number (B)	% (B / A)	Number (C)	% (C / A)	Number (D)	% (D / A)	Number (E)	% (E / A)	Number (F)	% (F / A)
		Permanent employees
Male	121,623	121,623	100%	121,623	100%	NA	NA	121,623	100%	121,623	100%
Female	51,481	51,481	100%	51,481	100%	51,481	100%	NA	NA	51,481	100%
Others	-	-	-	-	-	-	-	-	-	-	-
Total	173,104	173,104	100%	173,104	100%	51,481	100%	121,623	100%	173,104	100%

Note: 1. * Health insurance includes ESIC coverage.

India Headcount has been considered for the table above.

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2. Details of retirement benefits

Benefts	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/N.A.)	No. of employees covered as a % of total employees	No. of workers covered as a % of total workers	Deducted and deposited with the authority (Y/N/N.A.)
PF	100%	NA	Y	100%	NA	Y
Gratuity	100%	NA	Y	100%	NA	Y
ESI	10.88%	NA	Y	12%	NA	Y
Others - please specify	-	-	-	-	-	-

Note: India Headcount has been considered for the table above.

3. Accessibility of workplaces

Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Yes. All of HCLTech’s office spaces are equipped with ramps, voice enabled lifts, PWD washrooms, reserved parking spaces, and an emergency warning system with both audio and visual alarms. The Company has also conducted third-party assessment on its facilities in relation to accessibility during the year 2022-23. Additionally, all of the Company’s websites and internal portals are in line with the WCAG guidelines, and the Company constantly update its portals to make them more accessible.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link of the policy.

Yes, the Company has an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016.

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

	Permanent employees	Permanent employees
Gender	Return to work rate	Retention rate
Male	99.97%	68.7%
Female	98.87%	63.9%
Total	99.42%	66.8%

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief:-

Particulars

(If yes, then give details of the mechanism in brief)

Permanent Employees

Yes. HCLTech has a multi-tiered grievance handling mechanism that includes
dedicated channels for addressing harassment, whistle-blower, security incidents,
discrimination, general grievances, etc. It applies to all employees. The Company
has instituted multiple channels to address employee grievances, such as Secure
(Anti-Sexual Harassment Initiative), HEAR (Hearing Employees and Resolving their
concerns) platform and the Whistleblower Policy.
HEAR (Hearing Employees and Resolving their concerns) platform provides fair,
neutral, and independent access for employees to voice their concerns. Employees
can write [email protected] with their concerns and if it’s related to the company & its
employees, fair and just access is provided in resolving their grievances. In case any
employee experiences any form of sexual harassment, they can report the incident
by directly writing [email protected]. To ensure appropriate reporting of Unethical
and Improper Practices, the Company encourage its employees to report matters
to [email protected].

Other than Permanent Employees

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7. Membership of employees and workers in association(s) or Unions recognized by the listed entity

While HCLTech does not restrict any employee from being a member of any employee-related association and provides freedom, the company also ensures that it abides by the local laws present across the geographies that it operates in.

Category	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	Total employees / workers in respective category (A)	No. of employees / workers in respective category, who are part of association(s) or Union (B)	% (B/A)	Total employees / workers in respective category (C)	No. of employees / workers in respective category, who are part of association(s) or Union (D)	% (D/C)
Total Permanent Employees	225,944	742	0.33	208,877	729	0.35
- Male	159,842	641	0.40	150,281	634	0.42
- Female	65,907	101	0.15	58,525	95	0.16
- Others	195	-	-	71	-	-

Note: The above data is inclusive of Work councils and Unions.

8. Details of training given to employees and workers

Health and Safety Trainings : Based on the risk exposure, periodic trainings are conducted for HCLTech employees and contractor employees.

Skill upgradation trainings:

		FY 2022-23	FY 2022-23		FY 2021-22	FY 2021-22
Category	Total (A)	On skill upgradation		Total (C)	On skill upgradation
		No. (B)	% (B/A)		No. (D)	% (D/C)
Male	171,096	124,462	72.74%	150,281	95,491	63.54%
Female	69,914	52,947	75.73%	58,525	34,341	58.68%
Others	342	33	9.6%	71	30	42.25%
Total	241,352	177,442	73.52%	208,877	129,862	62.17%

9. Details of performance and career development reviews of employees and worker

100% of eligible employees have received performance and career development reviews.

10. Health and safety management system

a) Whether an occupational health and safety (“OH&S”) management system has been implemented by the entity? (Yes / No). If yes, what is the coverage of such a system?

Yes, while 100% of HCLTech employees are covered under the OH&S Policies and procedures, facilities covering 65% of HCLTech employees are certified against ISO 45001.

b) What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

The Company has established, implemented, and maintained a formal process for hazard identification, risk assessment and control to effectively manage workplace and safety hazards across our facilities. HCLTech uses the failure mode effect analysis (“FMEA”) to identify work-related hazards and assess risks on a routine and non-routine basis.

c) Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.

Yes.

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d) Do the employees / workers of the entity have access to non-occupational medical and healthcare services?

Yes.

11. Details of safety related incidents, in the following format

Safety Incident / Number	Category	FY 2022-23	FY 2021-22
Lost Time Injury Frequency Rate (“LTIFR”) (per one million-person hours worked)	Employees	The Company is continuously looking to strengthen the monitoring systems in place and will start reporting on this data point in future.
Total recordable work-related injuries	Employees	5	1
No. of fatalities	Employees	-	-
High consequence work-related injury or ill-health (excluding fatalities)	Employees	-	-

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.

The Company has the following measures to ensure a safe and healthy workplace:

Compliance with country specific Health & Safety laws.
Training on Occupational Health and Safety to employees.
Inspection & audits to check the compliance level.
Provision of Personal Protective Equipment to employees wherever needed.

In addition to this, HCL Healthcare, which is an arm of HCLTech Group provides end-to-end health care solutions to employees and their family members. The Company also provide added lab services, virtual specialist doctor consultations, eye care solutions and dental services. The Company’s clinics are designed to meet international standards and are committed to providing a comprehensive range of health care solutions to its employees and their families. HCLTech sites are certified under the OHS management system and it ensures the required measures are taken as per the standard to provide a safe and healthy workplace. Additionally, HCLTech sites are certified under PROTEK - POSI (“Prevention of spread of infection”).

The Company has the necessary systems in place to ensure employees’ safety is not compromised and they are encouraged to discuss any work-related hazards and health issues. The Company has safety committees that meet at regular intervals. The Company has safety incident reporting and management process to ensure that all work-related incidents are reported and closed after taking necessary corrective actions.

13. Number of complaints on the following made by employees and workers

Particulars	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	Filed during the year	Pending resolution at the end of year	Remarks	Filed during the year	Pending resolution at the end of year	Remarks
Working Conditions	14	1	-	1	-	-
Health & Safety	5	-	-	-	-	-

14. Assessments for the year

Assessments for the year
Particulars	% of your plants and ofces that were assessed (by entity or statutory authorities or third parties)
Health and safety practices	100%
Working Conditions	100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions.

The Company has taken proactive steps to address safety incidents and mitigate risks associated with health and safety practices. These measures reflect its commitment to maintaining a safe working environment and prioritizing the well-being of our employees and stakeholders.

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To enhance accessibility and inclusivity, The Company has modernized entry / exit points at the Noida campus (Sector-126), specifically focusing on gate no. 2 to ensure smooth access for People with Disability (PWDs). This initiative promotes equal opportunities and aligns with Compnay’s commitment to diversity and inclusivity. Rigorous adherence to Safe Work Method Statement (“SWMS”) has been implemented before undertaking any hazardous work at the Noida Campus. This systematic approach ensures that potential risks are identified, assessed, and appropriate safety measures are in place, minimizing the likelihood of incidents and promoting a culture of safety.

Recognizing the importance of emergency preparedness, the Company is in the process of reworking the Emergency Management Process at the Noida Campus. Collaborating with external agencies, the Company aims to holistically improve the safety environment within the office premises. This initiative encompasses comprehensive safety measures for employees, visitors, vendor staff, and even children, ensuring their well-being during any unforeseen circumstances.

Adequate monitoring measures have been deployed during material shifting on service lifts at the Chennai Campus. This focus on monitoring helps mitigate potential risks associated with material handling and transportation, reducing the likelihood of accidents and injuries. Regular Planned Preventive Maintenance (“PPM”) work is carried out at the Chennai Campus. By conducting routine maintenance activities, the Company ensure the optimal functioning of equipment and infrastructure, minimizing potential hazards and improving overall safety conditions.

To address specific risks and concerns, a study and risk assessment on water floods were conducted at the Jigani Campus in Bangalore. This comprehensive evaluation enables the Company to implement appropriate measures to mitigate the risks associated with water flooding, enhancing the safety of its operations.

Several infrastructure improvements have been made at the Company’s campuses. For instance, the FM200 fire suppression system

at the Bengaluru Jigani Campus has been replaced with the NOVAC system, enhancing fire safety measures.

Additionally, the cooling tower platform at the Bengaluru Jigani Campus has been replaced with Fiber Reinforced Plastic (“FRP”) material, ensuring structural integrity and promoting a safe working environment.

Various other initiatives, such as installing handrails, implementing safety systems, conducting floor activities, and enhancing lighting and emergency provisions, have been undertaken across the Compnay’s campuses to address specific safety concerns and promote a culture of safety.

By continuously evaluating risks, conducting assessments, and implementing appropriate measures, the Compnay strives to enhance health and safety practices across its campuses, fostering a culture of safety and well-being for all.

Leadership Indicators:

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N).

Yes, covering all the employees of the Company.

2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners.

At HCLTech, all legal compliances are reviewed as part of our vendor audits.

3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment:

Particulars	Total no. of afected employees / workers	Total no. of afected employees / workers	No. of employees / workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment	No. of employees / workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Employees	-	-	-	-

4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes / No)

Yes.

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5. Details on assessment of value chain partners:

Particulars	% of value chain partners (by value of business done with such partners) that were assessed
Health and safety conditions	100% of the high-risk value chain partners are covered.
Working conditions	100% of the high-risk value chain partners are covered.

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners.

Below are few of the corrective actions taken to address different risk / concerns recorded in audits-

Toolbox talk provision for external service provider workers pertain to assigned work has been provisioned to put control and create awareness on PPEs importance and work related OH&S risk.
As per the Company Policy the CCTV cameras are monitored, and the data is maintained for 30 days. All relevant data are maintained for records.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders.

Essential Indicators:

1. Describe the processes for identifying key stakeholder groups of the entity.

The first stage of HCLTech’s stakeholder relations involves mapping and prioritizing key stakeholders based on relevance, role, and influence. Once the stakeholders have been identified and prioritized, the engagement channels are established. The result from the engagement is channelised inside the organization and ensures that the stakeholder gets the right feedback or resolution as the case may be. Internal Stakeholders of the Company include employees, senior leaders, managers, Board of Directors, members of HCL Foundation. External stakeholders include customers, investors, regulatory bodies, vendors, service providers and media. The stakeholder engagement exercise has helped the Company’s ESG focus areas in line with its underlying philosophy of Act, Pact & Impact. Stakeholder engagement is a critical aspect of HCLTech’s ESG strategy. Stakeholder engagement at HCLTech is a continuous process and helps us gauge and address the expectations of our stakeholders.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Details of stakeholder engagement are available in Sustainability Report (Section ‘Stakeholder Engagement’).

Leadership Indicators:

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.

The Executive Directors and Senior Management Personnel are actively engaged in regular interactions with various stakeholders, including investors, employees, and customers. These engagements provide invaluable feedback that plays a crucial role in the Company’s commitment to sustainability. The feedback obtained from these interactions is then brought to the attention of the Board to ensure that the concerns and ideas of its stakeholders are given due consideration.

In addition, any significant topics that arise through regular stakeholder engagement are brought to the Board through various channels. The Company has a well-defined process in place for addressing suggestions, complaints, and grievances, which are carefully evaluated based on their significance. Depending on the nature and scope of the issues, they are referred to the appropriate committee of the Board.

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity.

Yes. The stakeholder consultations are one of the key inputs to determining the material topics. The Company looked at the aspects each stakeholder has brought out during the engagement and prioritized them using a risk and responsibility matrix to arrive at the Company’s 12 material topics.

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3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups.

The CSR projects handled by HCL Foundation focus on vulnerable / marginalized stakeholders as beneficiaries. The design of all Company’s interventions ensure that the beneficiaries of its projects are from the vulnerable / marginalized groups. The Diversity, Equity and Inclusion activities of the Company also include actions in support which are explained in the respective section of the annual report and sustainability report.

PRINCIPLE 5: Businesses should respect and promote human rights.

Essential Indicators:

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

Category	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	Total (A)	No. of employees / workers covered(B)	% (B/A)	Total (C)	No. of employees / workers covered(D)	% (D/C)
	Employees
Permanent	225,944	210,843	93.32%	208,877	174,020	83.31%
Other than permanent	15,408	13,364	86.73%	15,957	9,856	61.77%
Total employees	241,352	224,207	92.90%	224,834	183,876	81.78%

2. Details of minimum wages paid to employees and workers, in the following format

Category		FY 2022-23	FY 2022-23	FY 2022-23	FY 2022-23		FY 2021-22	FY 2021-22	FY 2021-22	FY 2021-22
	Total (A)	Equal to minimum wage		More than minimum wage		Total (D)	Equal to minimum wage		More than minimum wage
		No. (B)	% (B/A)	No. (C)	% (C/A)		No. (E)	% (E/D)	No. (F)	% (F/D)
		Employees
		Permanent
Male	159,842	0	0%	159,842	100%	150,281	0	0%	150,281	100%
Female	65,907	0	0%	65,907	100%	58,525	0	0%	58,525	100%
Others	195	0	0%	195	100%	71	0	0%	71	100%
		Other than permanent
Male	11,254	0	0%	11,254	100%	11,539	0	0%	11,539	100%
Female	4,007	0	0%	4,007	100%	4,255	0	0%	4,255	100%
Others	147	0	0%	147	100%	163	0	0%	163	100%

3. Details of remuneration / salary / wages, in the following format:

Particulars	Male	Male
	Number	Median remuneration / salary / wages of respective category ( `in Crore)\|Number\|Median remuneration / salary /<br>wages of respective category<br>(<br>`in Crore)
Board of Directors**	Refer Section 40 of the Directors’ Report**
Key Managerial Personnel
Employees other than BoD & KMP

Note: ** Section 40 of the Directors’ Report includes ratio of remuneration of each director to the median remuneration of the employees and the percentage increase in the median remuneration of employees in the financial year.

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4. Do you have a focal point (Individual / Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes / No)

Yes

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.

Employees and Individuals affected have access to mechanisms to raise concerns and such mechanisms are accessible, equitable and transparent. Any Employee or Individual may report a concern in writing or orally by communicating it to one of the following:

Their Reporting Manager;
Human Resources; and / or
The Ethics Committee via [email protected].

Employees and Individuals are advised to submit a written complaint narrating the true sequence of the events leading to the violation along with any supporting evidence. Concerns may be reported as confidential or on an anonymous basis. The Company is committed to keeping the identity of the reporting Employee or Individual confidential to the maximum extent as consistent with the Company’s legal obligations but subject to the Company’s need to investigate reported violations.

6. Number of Complaints on the following made by employees and workers:

Particulars	FY 2022-23	FY 2022-23	FY 2022-23	FY 2021-22	FY 2021-22	FY 2021-22
	Filed during the year	Pending resolution at the end of year	Remarks	Filed during the year	Pending resolution at the end of year	Remarks
Sexual Harassment	55	16*	-	23	2*	-
Discrimination at workplace	Nil	Nil	Among the workplace grievances reported by employees in FY 2022-23, there are no substantiated issues with respect to discrimination.	Nil	Nil	Among the workplace grievances reported by employees in FY 2021-22, there are no substantiated issues with respect to discrimination.
Child Labour	Nil	Nil	-	Nil	Nil	-
Forced Labour/ Involuntary Labour	Nil	Nil	-	Nil	Nil	-
Wages	Nil	Nil	-	Nil	Nil	-
Other human rights related issues	Nil	Nil	-	Nil	Nil	-

*As on March 31[st] of respective year

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

The “SECURE” initiative focuses on preventing and addressing grievances of sexual harassment in the workplace in line with HCLTech’s Prevention and Redressal of Sexual Harassment at workplace policy. The policy and processes comply with the prevailing laws, specifically the “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” for India-based employees and other relevant regulations in the countries that it operates. In case any employee experiences any form of sexual harassment, they can report the incident by directly writing to [email protected].

The complaints raised via this channel are investigated and handled with utmost fairness and confidentiality by the Internal Complaints Committee (“ICC”). HCLTech further ensures that standard SLAs as per law are met.

False Accusation : Where the ICC arrives at the conclusion that the allegation against the respondent is malicious, or the aggrieved woman or any other person making the complaint has made the complaint knowing it to be false, or the aggrieved woman or any other person making the complaint has produced any forged or misleading document, it may recommend to the employer to take suitable action viz. written apology, warning, reprimand or censure, withholding of promotion, withholding of pay rise or increments,

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terminating the perpetrator from service or undergoing a counselling session or carrying out community service. This does not, however, include complaints that are difficult to prove or have been made in good faith.

Right to appeal: Any person aggrieved from the recommendations made may prefer an appeal to the court or tribunal, within the stipulated period in accordance with the manner as may be prescribed, without prejudice to provisions contained in any other law for the time being in force.

8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)

Yes

9. Assessments of the year

Assessments of the year
Particulars	% of plants and ofces that were assessed (by entity or statutory authorities or third parties)
Child labour	75%
Forced / involuntary labour	75%
Sexual harassment	75%
Discrimination at workplace	75%
Wages	75%
Others – please specify	-

10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above.

No significant risk / concern identified.

Leadership Indicators:

1. Details of a business process being modified / introduced as a result of addressing human rights grievances / complaints.

No significant changes in process were required resulting from the grievances and complaints this year.

2. Details of the scope and coverage of any Human rights due diligence conducted

An independent third-party human rights assessment was conducted which covered 75% of Company’s office locations as per employee headcount. The Company has incorporated human rights aspects into the due diligence process for onboarding any new vendor.

3. Is the premise / office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016?

Yes.

4. Details on assessment of value chain partners:

Particulars	% of value chain partners (by value of business done with such partners) that were assessed
Sexual harassment	TheCompany’sframework for assessment is a risk based one and not just based on the value of business. TheCompanyensures communication to all vendors through incorporation of relevant contractual clauses in the agreement executed. 100% of new vendor due diligences cover these topics. Covered aspart of vendor risk assessment of selected high-risk vendors.
Discrimination at workplace
Child labour
Forced/involuntary labour
Wages
Others – please specify

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above.

Appropriate trainings and capacity buildings are conducted based on the concerns arising from the assessments.

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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators:

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
Total electricity consumption (A)	GJ	973,417.28	888,909.00
Total fuel consumption (B)	GJ	44,080.16	35,445.3
Energy consumption through other sources (C)	GJ	-	-
Total energy consumption (A+B+C)	GJ	1,017,497	924,354
Energy intensity per rupee of turnover (Total energy consumption / turnover in rupees)	GJ/Million ₹	1.00	1.07

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

Yes, the independent assurance of BRSR and Sustainability Report was conducted by Ernst & Young Associates LLP and Assurance Statement is a part of respective reports. In addition, independent assurance for quantification and reporting of greenhouse gas emissions and removals was conducted by BSI against ISO 14064-1:2018.

2. Does the entity have any sites / facilities identified as Designated Consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.

Not Applicable.

3. Provide details of the following disclosures related to water, in the following format:

Parameter	FY 2022-23	FY 2021-22
Water withdrawal by source (in kilolitres) all values in KL
(i) Surface water	-	-
(ii) Groundwater	286,101.20	311,277
(iii) Third party water (Tanker and drinking water supplies)	342,432.63	231,972
(iv) Seawater / desalinated water	-	-
(v) Others (Rainwater and Municipality water)	244,154.00	156,070.23
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)	872,688	699,319
Total volume of water consumption (in kilolitres)	863,373	675,866
Water intensity per rupee of turnover(Water consumed / turnover) KL/Million₹	0.85	0.79

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

97% of HCL’s sewage water is treated at HCLTech’s sewage treatment plants. Furthermore, the treated water is re-used at its campuses. Only 3% of the sewage water is sent to the common STPs run by the local municipalities.

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

This is not a material aspect.

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6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
Total Scope 1 emissions(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent	15,878	18,765
Total Scope 2 emissions(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	Metric tonnes of CO2 equivalent	157,865	143,642
Total Scope 1 and Scope 2 emissions per rupee of turnover	MT CO2 Equivalent / Million₹	0.17	0.18

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

7. Does the entity have any project related to reducing Green House Gas emissions? If yes, then provide details.

Yes. HCLTech participated in several green projects that included increasing the percentage of renewable energy in its energy mix via power purchase agreements, energy efficiency measures that focused on optimization of chiller, EOL replacement of UPS, HVAC High side and Low side, ATCS Operation Elevator & STP operations. Additionally, the Company has started an EV conveyance initiative for its employees in the Southern Region in India which is also aimed at reducing the overall GHG emissions of the Company.

8. Provide details related to waste management by the entity, in the following format:

Parameter	FY 2022-23	FY 2021-22
Total wastegenerated(in metric tonnes)
Plastic waste(A)	28.44	14.72
E-waste(B)	383.55	127.0
Bio-medical waste(C)	3.97	3.9
Construction and demolition waste(D)	29.10	-
Batterywaste(E)	67.60	392.08
Used Oil DG(F)	8.51	13.16
Other Hazardous waste. Please specify, if any.(G) (DG Filter, DG Coolant Oil & Oil-Soaked Cotton Waste)	2.69	2.08
Other Non-hazardous waste generated(H).Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector) (Food Waste, Paper and Tissue, Garden Waste, Wooden waste, Carton box, Thermocol Waste, Tin waste, Shredding Papers, Metal Waste & Sanitary waste)	1,468.30	521.65
*Total(A+B + C + D + E + F + G + H)*	1,992.16	1,074.59

(Break-up by composition i.e. by materials relevant to the sector) (Food Waste, Paper and Tissue, Garden Waste, Wooden waste, Carton box, Thermocol Waste, Tin waste, Shredding Papers, Metal Waste & Sanitary waste) 1,468.30 521.65 *Total(A+B + C + D + E + F + G + H)* 1,992.16 1,074.59	(Break-up by composition i.e. by materials relevant to the sector) (Food Waste, Paper and Tissue, Garden Waste, Wooden waste, Carton box, Thermocol Waste, Tin waste, Shredding Papers, Metal Waste & Sanitary waste) 1,468.30 521.65 *Total(A+B + C + D + E + F + G + H)* 1,992.16 1,074.59	(Break-up by composition i.e. by materials relevant to the sector) (Food Waste, Paper and Tissue, Garden Waste, Wooden waste, Carton box, Thermocol Waste, Tin waste, Shredding Papers, Metal Waste & Sanitary waste) 1,468.30 521.65 *Total(A+B + C + D + E + F + G + H)* 1,992.16 1,074.59
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i)Recycled	1,525 MT	-
(ii)Re-used	85 MT	-
(iii)Other recoveryoperations	0	-
Total	1,610 MT	-
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i)Incineration	8 MT	-
(ii)Landflling	0	-
(iii)Other disposal operations	0	-
Total	8 MT	-

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

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9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

The details are as mentioned below:

E-waste – The Company’s E-waste management practices focus on reducing electronic waste, promoting responsible disposal and recycling practices, and maximizing the lifespan of IT equipment to minimize the environmental impact and promote sustainability. The Company’s initiatives are briefly listed below:
- Responsible IT Asset Disposal: Ensured implementation of proper disposal practices for IT assets at the end of their lifecycle, through partnership with certified e-waste recyclers, dismantlers / refurbishers who follow environmentally responsible processes. The goal is to ensure that IT equipment are recycled or disposed of in a manner that minimizes environmental impact and complies with E-waste handling and management guidelines.
- IT Equipment Recycling: Collected, segregated and disposed IT Scrap in designated storerooms and initiated disposal process through verified E-waste handlers / recyclers with time bound disposal activity.
- Employee Awareness and Training: Educated relevant team members on the importance of IT waste and guidelines for responsible IT asset management. Training sessions and awareness campaigns were organized to promote proper recycling and data wiping before disposal.
- Performance Monitoring and Reporting: Ensured regular monitoring and reporting on IT waste metrics, such as the quantity of electronic waste generated, stored and recycling rates, to track progress and identify areas for improvement.
Paper – With the aim of reducing paper consumption, initiatives like printer pin deployment, printer on alternate floors, setting up maximum printing limit, double side printing and reduction in font size are encouraged. These measures have resulted in significant conservation of paper.
Reduce, Recycle, Reuse – The waste management programs are based on the principles of 3R’s. All waste generated by HCL is measured and quantified. The waste is categorized according to the source and disposal method. Hazardous waste is disposed of in an environmentally friendly manner and paper waste is recycled and reused. Bio medical waste is disposed of in a safe manner. Food remains and garden waste are used to make manure.
Plastic - In line with the Central & State Govt. (India) Directives in the year 2018, HCLTech has made all its campuses in India free from ‘Single use plastics’ through alternative arrangements from the year 2019.
Other hazardous waste – Other hazardous wastes that include bio medical waste & sanitary napkin waste is disposed in a safe manner.

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format:

Not Applicable

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year (FY 2022-23):

Not Applicable

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:

Yes

S. No.	Specify the law / regulation / guidelines which was not complied with	Provide details of the non compliance	Any fnes / penalties / action taken by regulatory agencies such as pollution control boards or by courts	Corrective action taken, if any
Not Applicable

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Leadership Indicators:

1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format:

following format:
Parameter	Unit	FY 2022-23	FY 2021-22
From renewable sources
Total electricity consumption (A)	GJ	178,785.52	159,677.00
Total fuel consumption (B)	GJ	-	-
Energy consumption through other sources (C)	GJ	-	-
Total energy consumed from renewable sources (A+B+C)	GJ	178,785.52	159,677.00

From non-renewable sources
Total electricity consumption (D)	GJ	794,631.75	729,232.00
Total fuel consumption (E)	GJ	44,080.16	35,445.30
Energy consumption through other sources (F)	GJ	-	-
Total energy consumed from non-renewable sources (D+E+F)	GJ	838,712.00	764,677.00

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

2. Provide the following details related to water discharged:

Parameter	FY 2022-23	FY 2021-22
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water	-	-
- No treatment	-	-
- With treatment – please specify level of treatment	-	-
(ii) To Groundwater
- No treatment	-	-
- With treatment – please specify level of treatment	-	-
(iii) To Seawater	-	-
- No treatment	-	-
- With treatment – please specify level of treatment	-	-
(iv) Sent to third parties
- No treatment	9,315	23,453.06
- With treatment – please specify level of treatment	-	-
(v) Others (STP-Treated water)	-	-
- No treatment	-	-
- With treatment – please specify level of treatment	-	-
Total water discharged (in kilolitres)	9,315	23,453.06

Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

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3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): For each facility / plant located in areas of water stress, provide the following information:

(i) Name of the area:

(ii) Nature of operations:

(iii) Water withdrawal, consumption and discharge in the following format:

Not Applicable.

4. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter	Unit	FY 2022-23	FY 2021-22
Total Scope 3 emissions(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)	MT CO2e	277,267	229,973
Total Scope 3 emissions per rupee of turnover	MT CO2e / Millionr	0.27	0.26

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.

5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

Not Applicable.

6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format:

Initiative undertaken	Details of the initiative (Web-link, if any, may be provided along- with summary)	Outcome of the initiative
GHG Reduction Initiatives-tCo2e
Renewable Energy	Renewable Power Purchase	24624.46
Energy Efciency	Chiller Operational Performances Improvement	143.75
Energy Efciency	HVAC Operational Performances Improvement	827.73
Energy Efciency	Energy Efcient Lighting & Controls	498.18
Energy Efciency	Efective utilization of UPS	94.91
Energy Efciency	Elevator & STP Operation optimization	21.57
Energy Efciency	Solar water Heater	0
Water Saving Initiatives- Water saved (ml)
Water Management	STP Treated Water use	7.86
Water Management	Water Aerators	0
Water Management	Sensor Based water Taps	2.91
Water Management	Water efcient Operational control	25.63

Note: For additional details, refer to our Sustainability Report.

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7. Does the entity have a business continuity and disaster management plan? Give details in 100 words / web link.

Technological, geopolitical, societal, economic, and environmental risks are all coming together to create an intrinsically complex and fast-changing global risk landscape. The Company's reputation as a 21[st] Century Enterprise is often measured by its resilience to threats, and how efficiently The Company respond & manage business disruptions. HCLTech is committed to its employees, clients, and interested parties to ensure that necessary efforts are made to safeguard life and safety of personnel, protect property and resume critical services at predefined levels in the event of any untoward incident. To meet the organizational continuity objective, The Company have made significant efforts towards Crisis Management and Resilience planning to ensure effective response, prioritized recovery of its time-sensitive operations and mitigation of potential business continuity risks.

Crisis and Resilience (“C&R”) Program falls under the purview of Risk and Compliance function headed by the Chief Risk Officer of HCLTech. The C&R Program is guided by the board, led by subject matter experts, and is based on ISO 22301 standard and global best practices. The Company undertake active engagement with ecosystem partners for real-time horizon scanning of risks and early warning signals. The Company has embedded Resilience-by Design philosophy in the firm across different dimensions of the “new-normal” including resilience in work, workforce, workplace, technology, supply chain, and leadership. The Company has started integrating climate change risks into each of these dimensions and their business continuity / contingency planning solutions.

Being an IT / ITeS provider, there is a potential that our operations may be affected due to core-technical risks materializing inour environment like technology failures, programming errors, cyberattacks etc. In order to mitigate these risks, The Company has embedded ‘Resilience-by-Design’ across our organization through:

Battle hardened Business Continuity & Disaster Recovery Plans including Cyber Incident readiness
Geographically dispersed Data Centers
Robust multi-vendor MPLS & Internet Network
Scalable Work from Home (WFH) Computing capability with stringent security controls

HCLTech's Exercising and Testing Framework provides a comprehensive approach to validate effectiveness of the business continuity strategies implemented across the organization. The Company conduct exercises at facility, city, country level(s) based on nature, scale, and complexity of operations. Types of business continuity exercises include (1) Call Tree, (2) Tabletop and (3) Simulation.

Furthermore, our Crisis Management Framework provides agile response, timely communication with internal and external stakeholders, and recovery & restoration based on the rapidly evolving global threat landscape, which includes climate threats.

8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard?

There were no significant adverse impacts to the environment arising from the value chain of HCLTech.

9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.

S.No.	No. of value chain partners that were assessed	% of value chain partners (by value of business done with such partners) that were assessed	Disclose any signifcant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard
1	1,046	The Company does not monitor the percentage of value chain partners by the value of business. However, as part of its Vendor Risk Management Program, the Company take a risk based approach to execute vendor assessment. There were 406 vendors which were noted to be relevant from EHS domain perspective.	57 fndings relating to EHS practices were identifed. As of 31stMarch, 2023, 20 fndings were addressed with appropriate corrective actions implemented and closed and the rest 37 are being attended to.

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

Essential Indicators:

1. a) Number of affiliations with trade and industry chambers / associations:

202 HCL Technologies Annual Report 2022-23

b) List the top 10 trade and industry chambers / associations (determined based on the total members of such a body) the entity is a member of / affiliated to.

S. No.	Name of the trade and industry chambers / associations	Reach of trade and industry chambers / associations (State / National)
1	World Economic Forum (“WEF”) and WEF Global Parity Alliance	Ever since the Company joined WEF at Davos, it has always made its presence felt on the global platform of Thought Leadership, Innovation and Technological Dialogues towards the Humanitarian and Socio-Economic World Order. Additionally, HCLTech a WEF Global Parity Alliance founding member. Established in collaboration with McKinsey & Company, the Global Parity Alliance seeks to promote diversity, equity & inclusion (“DE&I”) best practices that beneft underrepresented groups and are hardwired across business processes – including creating equitable work opportunities, promoting supplier diversity, and launching inclusive products and services. The Global Parity Alliance’s vision is to drive better and faster DE&I improvements by sharing what works, raising each other’s aspirations, and elevating DE&I actions across organizations beyond the Alliance. https:// www.wherewomenwork.com/Career/4315/HCL-WEHCLTechlobal-Parity-Alliance.
2	UN Women	Men hold a disproportionate level of power across cultures globally, but they remain largely absent from the gender equality conversation. Similar to other human rights and social justice movements like Black Lives Matter and LGBTQIA+ equality, gender equality requires action and allyship across all of society. A fagship initiative of UN Women, the United Nations entity for Gender Equality, the HeForShe solidarity movement is an international platform that invites and engages men and boys to complement the work of the women’s movement and create an equal world for all.
3	UNGC	HCLTech supports the Ten Principles of the United Nations Global Compact on human rights, labour, environment, and anti-corruption as a Participant Member. We are committed to making the UN Global Compact and its principles part of the strategy, culture and day-to-day operations of our company, and to engaging in collaborative projects which advance the broader development goals of the United Nations, particularly the Sustainable Development Goals. HCLTech has made a clear statement of this commitment to our stakeholders and the general public. HCLTech has become frst MNC with headquarters in India to become member of the Water Resilience Coalition. We have also endorsed the CEO Water Mandate under the UNGC.
4	NASSCOM	HCLTech has been one of the founding members of National Association of Software Services Companies since 1999 and has extended its vitality towards the apex Chamber of Software Service Companies in India as well as across its Global Trade contours.
5	Other Industry Associations	HCLTech has an active association with most country-specifc trade bodies and institutions like CII, FICCI, IGCC, IFCCI, AIMA, CIPL, Women's Executive Forum, Indo-Spanish Chamber of Commerce & Industry, Swiss India Business Hub, Business Sweden, and works very closely with Department of International Trade, Invest India, Sweden Trade and Invest, Invest in Denmark, Australian Trade and Investment Commission (Austrade), Invest in Hessen (“HTAI”), Germany Trade & Invest (“GTAI”), Invest in Bavaria, Invest in Saxony, Invest in Lower Saxony, Invest in Romania, Invest in Spain, British Chambers of Commerce, London & Partners, Portuguese Trade and Investment Agency, Eschborn Economic Development Agency, Frankfurt RheinMain, Netherlands India Chamber of Commerce & Trade, Netherlands Foreign Investment Agency, Invest in Holland, Flanders Investment and Trade, Ireland India Business Association, Industrial Development Agency Ireland, Invest Bulgaria, Business Finland, Singapore Economic Development Board, Indian Embassies across regions where HCLTech has a presence, Swiss-Indo Chamber of Commerce,Invest Stockholm,Institute for Democracyand Economic Afairs Malaysia.
6	Think-tanks	HCLTech is a member of leading think-tanks such as Chatham House, Friends of Europe (“FoE”).

2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities.

There were no incidents pertaining to anti-competitive conduct by the Company.

Leadership Indicators:

1. Details of public policy positions advocated by the entity

Yes, the Company believes in the public good and rightly so as part of its responsible socio-economic behavior that is carried forward towards various platforms, advocacy channels and forums by way of lending company’s ideas, visions expertise and thought leadership. The Company has aligned itself with relevant organizations which work in the larger business / social / environmental and community interests. In addition, the Company also creates and owns innovative pieces of work and solutions. The Company has not taken any specific public policy advocation during the course of this year.

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PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators:

1. Details of Social Impact Assessments (“SIA”) of projects undertaken by the entity based on applicable laws, in the current financial year.

Not Applicable.

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format:

Not Applicable

3. Describe the mechanisms to receive and redress grievances of the community.

The corporate social responsibility agenda for HCLTech is delivered by the HCL Foundation. It deeply upholds the value of accountability and aims to accept, assess, and resolve feedback or complaints received from our community of stakeholders ranging from but not limited to HCL Foundation employees, HCLTech employees, volunteers, third-party employees, consultants associated with our projects, NGO partners, social sector organizations, government authorities, programme participants, community members and others. Any deviation from the law of the land, HCLTech Code of Conduct or HCL Foundation Child Protection Policy by any stakeholder associated with our programmes / projects is taken up seriously for review and redressal via multi-pronged, scientific and transparent channels. HCL Foundation aims to ensure that every stakeholder is provided a safe environment to share their concerns/grievances. High level of confidentiality is maintained in sensitive matters to respect and maintain dignity of the complainant. Redressal on grievances is carried out as per the nature of the grievance, basis guidelines defined in the organization’s policies.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

	FY 2022-23 (%)	FY 2021-22 (%)
Directly sourced from MSMEs / small producers	5.39	5.29
Sourced directly from within the district and neighboring districts	89.02	88.67

Leadership Indicators:

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above):

Not Applicable.

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies:

S.No	State	Aspirational District	Amount Spent(in ₹)
1.	Chhattisgarh	Bastar	10,000,000
2.	Jammu And Kashmir	Baramulla	2,000,000
3.	Jammu And Kashmir	Kupwara	2,000,000
4.	Jharkhand	Ranchi	2,500,000
5.	Madhya Pradesh	Guna	8,000,000
6.	Odisha	Malkangiri	2,500,000

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized / vulnerable groups? (Yes / No)

Yes, the Company has a Procurement Policy that supports the development of, and will give special consideration to small, local, and diverse businesses. The definition of “diverse” is often specific to the country, however, it typically will include local minority, gender, veteran, sexual orientation, disability, economically disadvantaged, and other under-represented segments of a population.

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(b) From which marginalized /vulnerable groups do you procure?

HCLTech focuses on procuring from marginalized / vulnerable groups, such as, MBE (Minority Business Enterprise), WBE (Women Business Enterprise), VET (Veteran Owned Business), Disabled, LGBTQIA+ and small suppliers. The Company’s procedures are also aligned to the local regulatory requirements across the countries where it operates.

(c) What percentage of total procurement (by value) does it constitute?

For combined US, Canada & UK, the spend is ~34% of total procurement spend of these geographies.

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge:

Not Applicable.

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved.

Not Applicable.

6. Details of beneficiaries of CSR Projects:

S. No.	CSR Project	No. of persons benefted from CSR Projects	% of benefciaries from vulnerable and marginalized groups
1.	HCL Samuday - Program aims at developing a sustainable, scalable, and replicable model – a source code for economic and social development of rural areas in partnership with central and State Governments, local communities, NGOs, knowledge institutions and allied partners through optimal interventions across Agriculture, Education, Health, Infrastructure, Livelihood, and WASH (Water, Sanitation & Hygiene) in select villages of Hardoi district, Uttar Pradesh.	2.1 million	100%
2.	HCL Uday - A multi-year, ongoing umbrella program, addressing urban poverty in HCL cities, with multiple projects under its ambit, aligned to thematic verticals (Health, Education, WASH, Skills, Environment).	0.89 million	100%
3.	HCL Grant - An ongoing umbrella program covering 3-4 years and 1-year grant-based projects, across India. It is aimed at strengthening and empowering the NGO ecosystem, engage with them, as well as recognize their path-breaking work. HCL Grant is awarded in three thematic categories: Environment, Health and Education. The Grant is designed to support breakthrough award-winning projects to NGOs, that have a proven track record of evident impact, high credibility and distinct ability to deliver.	1.8 million	100%
4.	Clean Noida - Program is aimed at carrying out works and services to implement efective solid waste management in the city of Noida, Uttar Pradesh; towards the larger goal of transforming the city into a litter- and waste-free region, covering all Residential Welfare Associations and urban villages.	0.4 million	In addition to vulnerable and marginalized groups, project also benefts primary stakeholders of waste management, including waste collectors and domestic helps, to enhance their capacity and increase their participation in the decision-making process.
5.	HCL Harit - HCL Harit is a multi-year, ongoing program working with urgency to mitigate the impacts of environmental degradation. The vision is to conserve, restore and enhance indigenous environmental systems and respond to climate change in a sustainable manner through community engagement.	14,371 People through environment education	100%

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6.	DRR - DRR includes overall disaster management including disaster preparedness, relief, response, rehabilitation and build-back-better eforts by HCL Foundation anywhere in India. Mitigating impact on humans, nature including animals, wildlife and its habitats, any other aspects basis need and type of disaster/ emergency.	0.36 million	100%

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner.

Essential Indicators:

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

The Company has a dedicated client-cadence management system that enables periodic client cadences and strengthens trust as well as ensures better leadership engagement leading to higher client satisfaction. The Company’s multi-layered client feedback framework not only captures the voice of the customer during the relationship lifecycle, but also has a well-oiled post feedback mechanism to address actions and client inputs on various dimensions.

Customer feedback is sought at both project level on a continuous basis and account level on an annual basis. The Company reach out to ~4000 clients across 650+ global Accounts for feedback on its services. The survey is administered by an independent third party. The synopsis is shared with respective entities to ensure continuous improvement.

2. Turnover of products and / services as a percentage of turnover from all products / service that carry information about:

Environmental and social parameters relevant to the product
Safe and responsible usage
Recycling and/or safe disposal

The Company offers an integrated portfolio of products, solutions, and services, built around Digital, IoT, Cloud, Automation, Cybersecurity, Analytics, Infrastructure Management, and Engineering Services, amongst others. All its services and products are designed in a manner that integrates environmental and / or social benefits.

3. Number of consumer complaints in respect of the following:

Particulars	FY 2022-23	FY 2022-23	Remarks	FY 2021-22	FY 2021-22	Remarks
	Received during the year	Pending resolution at end of year		Received during the year	Pending resolution at end of year
Data privacy	Nil	-	-	Nil	-	-
Advertising	Nil	-	-	Nil	-	-
Cyber-security	Nil	-	-	Nil	-	-
Delivery of essential services	Nil	-	-	Nil	-	-
Restrictive Trade Practices	Nil	-	-	Nil	-	-
Unfair Trade Practices	Nil	-	-	Nil	-	-
Other	Nil	-	-	Nil	-	-

4. Details of instances of product recalls on account of safety issues:

Particulars	Number	Reasons for recall
Voluntary recalls	NIL
Forced recalls

5. Does the entity have a framework / policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy.

Yes. HCLTech has a well-established Information Security Management framework based on ISO 27001:2013. Information Security Management System policies, processes and guidelines are established to ensure confidentiality, integrity, and availability of customer data. These security policies are available to all users and aligned with the strategic direction of the organization. The cybersecurity

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framework is based on the international National Institute Standards & Technology (“NIST”) standards and subject to a variety of internal and external assessments on an on-going basis. HCLTech has a robust governance approach across the 3 lines of defense to continuously mature our cyber security posture including periodic reporting to the executive management and audit committee of the board. HCLTech is certified to ISO / IEC 27001:2013, ISO 22301:2019 and assessed for SOC 1 & SOC 2, Type II at the entity level.

HCLTech’s privacy program is designed, implemented and maintained by well-resourced Global Privacy Office which is led by the Chief Privacy Officer and is part of HCL’s Risk and Compliance division. HCLTech has designed Privacy program taking into account global privacy regulations that govern the collection, use and handling of personal data and derived privacy principles from EU’s General Data Protection Regulation (“GDPR”) and Generally Accepted Privacy Principles applicable to HCL either in a Controller or Processor capacity. The program is supported by a privacy compliance framework that is tailored to accommodate HCL’s operations, the nature of personal data processed, foreseen privacy and data protection risks, legal, regulatory & contractual obligations, and defined privacy principles. HCL has robust documented procedures approved by Senior Management and is accessible to employees through the company’s intranet. HCLTech is also certified for ISO 27701:2019 Privacy Information Management Systems. HCLTech’s privacy and data protection related documents (policies, procedures etc.) undergo periodic refresh and at least annually.

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

HCLTech has a well-defined, approved Information Cyber Security and Privacy Incident Handling Procedure implemented across all projects and departments. Security incidents, including privacy incidents, are reported to the Information CyberSecurity Incident Handling team, analyzed for the root cause, and corrective and preventive action is taken till the issue is closed. Additionally, HCLTech has developed an online tool for logging security and privacy incidents.

Leadership Indicators:

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).

https://www.hcltech.com

2. Steps taken to inform and educate consumers about safe and responsible usage of products and / or services.

Not Applicable.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

Not Applicable.

4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes / No / Not Applicable) If yes, provide details in brief.

Not Applicable.

5. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes / No)

Yes.

6. Provide the following information relating to data breaches:

a) Number of instances of data breaches along-with impact:

No material breaches.

b) Percentage of data breaches involving personally identifiable information of customers:

Nil, as there were no material breaches.

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Independent Assurance Statement

The Management and Board of Directors HCL Technologies Limited Noida (Uttar Pradesh), India

Scope

We have been engaged by HCL Technologies Limited to perform Independent Limited assurance, as defined by International Standards on Assurance Engagements (ISAE 3000), hereafter referred to as the engagement, to report on HCL Technologies Limited BRSR (Business Responsibility and Sustainability Report) Report (the “Subject Matter”) for the period from 1[st] April 2022 to 31[st] March 2023.

Other than as described in the preceding paragraph, which sets out the scope of our engagement, we did not perform assurance procedures on the remaining information included in the Report, and accordingly, we do not express a conclusion on this information.

Criteria applied by HCL Technologies Limited

In preparing the Business Responsibility and Sustainability Report (BRSR) FY 23, HCL Technologies Limited applied Securities and Exchange Board of India (SEBI) BRSR guidelines. As a result, the subject matter information may not be suitable for another purpose.

HCL Technologies Limited Responsibilities

HCL Technologies Limited management is responsible for selecting the Criteria, and for presenting the Business Responsibility and Sustainability Report (BRSR) FY 23 in accordance with that Criteria, in all material respects. This responsibility includes establishing and maintaining internal controls, maintaining adequate records, and making estimates relevant to the preparation of the subject matter, such that it is free from material misstatement, whether due to fraud or error.

EY’s Responsibilities

Our responsibility is to express a conclusion on the presentation of the Subject Matter based on the evidence we have obtained.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (‘ISAE 3000’). The terms of reference for this engagement as agreed with HCL Technologies Limited. The Subject Matter is presented in accordance with the Criteria, and to issue a report. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risk of material misstatement, whether due to fraud or error.

We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusions.

Our Independence and Quality Control

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, and have the required competencies and experience to conduct this assurance engagement.

EY also applies International Standard on Quality Control 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

Description of procedures performed

Procedures performed in a limited assurance engagement vary in nature and timing from and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our procedures were designed to obtain a limited level of assurance on which to base our conclusion and do not provide all the evidence that would be required to provide a reasonable level of assurance.

Although we considered the effectiveness of management’s internal controls when determining the nature and extent of our procedures, our assurance engagement was not designed to provide assurance on internal controls. Our procedures did not include testing controls or performing procedures relating to checking aggregation or calculation of data within IT systems.

A limited assurance engagement consists of making enquiries, primarily of persons responsible for preparing the Business Responsibility and Sustainability Report (BRSR) FY 23 and related information and applying analytical and other appropriate procedures.

208 HCL Technologies Annual Report 2022-23

Our procedures included:

Conducted interviews with select personnel at corporate teams to understand the process for collecting, collating, and reporting the subject matter as per Standards and Securities and Exchange Board of India (SEBI) BRSR guidelines;
Checked that the calculation criteria have been correctly applied in accordance with the methodologies outlined in the Criteria;
Undertook analytical review procedures to support the reasonableness of the data through consultations with the site team and sustainability team;
Review of relevant data, on a selective test basis, for the following units/ locations, through consultations with the site team and sustainability team
Review of data on a sample basis, at the above-mentioned locations, pertaining to the following disclosures of the BRSR Guidelines:
Environmental Topics: Energy (P6.1, P6.9), Water (P6.2), Emissions (P6.4, P6.12), Waste ( P6.5);
Social Topics: New employee hires and employee turnover (General disclosure), Unions of associations (P3.5), Performance and Career Development Reviews (P3.7), No. of CSR projects in aspirational districts (P8.4), Total beneficiaries of CSR Projects (P8.6)
Execution of an audit trail of claims and data streams, on a selective test basis, to determine the level of accuracy in the collection, transcription, and aggregation processes followed.
Review of the Company’s plans, policies, and practices, pertaining to their social, environmental, and sustainable development, to be able to make comments on the fairness of and Integrated Reporting;
Review of the Company’s approach towards materiality assessment disclosed in the Report to identify relevant issues;
Review of select qualitative statements in various sections of the Business Responsibility and Sustainability Report (BRSR) FY 23.

We also performed such other procedures as we considered necessary in the circumstances

Emphasis of matter

The assurance scope excludes:

Data and information outside the defined reporting period (1[st] April 2022 to 31[st] March 2023)
Data and information on the economic and financial performance of the Company
Data, statements, and claims already available in the public domain through Annual Report, Integrated Annual Report, or other sources available in the public domain
The Company’s statements that describe the expression of opinion, belief, inference, aspiration, expectation, aim, or future intention provided by the Company
The Company’s compliance with regulations, acts, and guidelines with respect to various regulatory agencies and other legal matters

Our Conclusion

Based on our procedures and the evidence obtained, we are not aware of any material modifications that should be made to the Business Responsibility and Sustainability Report (BRSR) FY 23 for the period from 01[st] April 2022 to 31[st] March 2023, in order for it to be in accordance with the Standards and Securities and Exchange Board of India (SEBI) BRSR guidelines.

Restricted use: This report is intended solely for the information and use of HCL Technologies Limited and is not intended to be and should not be used by anyone other than HCL Technologies Limited.

For and on behalf of Ernst & Young Associates LLP

Chaitanya Kalia 16 June 2023 Mumbai, India

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Standalone Ind AS Financial Statements

210 HCL Technologies Annual Report 2022-23

INDEPENDENT AUDITORS’ REPORT

To the Members of HCL Technologies Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of HCL Technologies Limited (the “Company”) which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matters

Evaluation of tax positions and litigations
See Note 1(h) and 2.27 to standalone fnancial statements

The key audit matter

How the matter was addressed in our audit

The Company is required to estimate its income tax liabilities
in accordance with the tax laws applicable in India. Further,
there are matters of interpretation in terms of application of
tax laws and related rules to determine current tax provision
and deferred taxes.
The Company has material tax positions and litigations on
a range of tax matters. This requires management to make
signifcant judgments to determine the possible outcome of
uncertain tax positions and litigations and their consequent
impact on related accounting and disclosures in the
standalone fnancial statements.

In view of the signifcance of the matter we applied the following audit
procedures in this area, among others to obtain sufcient appropriate
audit evidence:
•testing the design, implementation and operating efectiveness of the
Company's key controls over identifying uncertain tax positions and
matters involving litigations/disputes.
•obtaining details of tax positions and tax litigations for the year
and as at 31 March 2023 and holding discussions with designated
management personnel.
•assessing and analysing select key correspondences with tax
authorities and inspecting external legal opinions obtained by
management for key uncertain tax positions and tax litigations.
•evaluating underlying evidence and documentation to determine
whether the information provides a basis for amounts reserved/not
reserved in the books of account.
•involving our internal tax specialists and evaluating management’s
underlying key assumptions in estimating the tax provisions and
estimate of the possible outcome of signifcant tax litigations; and
•in respect of tax positions and litigations, assessing the computation
of provisions and consequent impact on related accounting and
disclosures in the standalone fnancial statements.

Other Information

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Auditor’s Responsibilities for the Audit of the Standalone

Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(A) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

212 HCL Technologies Annual Report 2022-23

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - Refer income tax liabilities disclosed in the balance sheet along with Note 2.27 and Note 2.35 to the standalone financial statements.
(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(d) (i) The management has represented that, to the best of it’s knowledge and belief, as disclosed in the Note 2.33 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
- (ii) The management has represented that, to the best of it’s knowledge and belief, as disclosed in the Note 2.33 to the standalone financial

statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  - (iii)  Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

(e) The interim dividend declared or paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.
(f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN.: 23092212BGXLZT4467

Place: Gurugram Date: 20 April 2023

213

Standalone Financial Statements

Annexure A to the Independent Auditor's report on the Standalone Financial Statements of HCL Technologies Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. As informed to us, no discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any working capital limits in excess of five crore rupees in aggregate from banks and financial institutions on the basis of security of current assets at any point of time of the year. Accordingly, clause 3(ii) (b) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnerships or any other parties during the year. During the year, the Company has made investments in companies and other parties and has granted unsecured loans in the nature of intercorporate deposits in companies, in respect

of which the requisite information is as below. The Company has not made any investments in firms and limited liability partnerships. Further, the Company has not granted any loans, secured or unsecured to firms, limited liability partnerships or any other parties.

(a) (A) Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not granted any loans to subsidiaries.
(B) Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted loans in the nature of intercorporate deposits to parties other than subsidiaries as below:

than subsidiaries as below:
Particulars	Amount in INR
Aggregate amount during the year - Others	2,602 crores
Balance outstanding as at balance sheet date - Others	2,602 crores

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the investment made and the terms and conditions of the grant of loans in the nature of intercorporate deposits are, prima facie, not prejudicial to the interest of the company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given in the nature of intercorporate deposits, the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular. Further, the Company has not given any advance in the nature of loan to any party during the year.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given in the nature of intercorporate deposits. Further, the Company has not given any advances in the nature of loans to any party during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan in the nature of intercompany deposits falling due during the year, which has been renewed or extended or fresh loans in the nature of intercompany deposits granted to settle the overdues of existing loans given in the nature of intercompany deposits to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.
(iv) According to the information and explanations given to us and on the basis of our examination of records, the Company has not given any loans, or provided guarantees or securities, as specified under section 185 of the Companies Act, 2013. Further, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to investments made, loans in the nature of intercorporate deposits and guarantees given. The Company has not provided security as specified under section 186 of the Companies Act, 2013.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

214 HCL Technologies Annual Report 2022-23

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the services provided by it. Accordingly, clause 3(vi) of the Order is not applicable.
(vii) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into Goods and Service Tax (‘GST’).
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess or other statutory dues have generally been regularly deposited with the appropriate authorities, though there have been slight delays in payment of Duty of Customs.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Goods and Service Tax, Income-Tax, Duty of Customs or Cess or other statutory dues which have not been deposited on account of any dispute as at 31st March 2023 are as follows:

Name of the Statue	Nature of the dues	Amount (INR in crores)*	Period to which amount relates Financial Year ('FY')	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	2,041.41	FY 2003-04, 2011- 12 to FY 18-19 and FY 20-21	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	358.45	FY 2003-04,FY 2005-06,FY 2006- 07 and FY 2008- 09 to FY 2010-11	Income Tax Appellate Tribunal-Delhi
Income Tax Act, 1961	Income Tax	14.70	FY 2006-07	Income Tax Appellate Tribunal-Mumbai
Income Tax Act, 1961	Income Tax	1.15	FY 2002-03, 2003-04	High Court of Delhi
Income Tax Act, 1961	Income Tax	1.60	FY 2006-07	High Court of Karnataka
Income Tax Act, 1961	Income Tax	0.62	FY 2008-09	High Court of Allahabad
Income Tax Act, 1961	Income Tax	11.30	FY 2002-03 to FY 2004-05	Hon'ble Supreme Court of India
Central Sales Tax,1956	Sales Tax	0.05	FY 2012-13	Joint Commissioner (Appeals)
Central Sales Tax,1956	Sales Tax	0.27	FY 2014-15	Maharashtra Sales Tax Tribunal
Maharashtra VAT Act, 2002	Value Added Tax	7.94	FY 2012-13	Joint Commissioner (Appeals), Large Tax Payer Unit, Mumbai
Maharashtra VAT Act, 2002	Value Added Tax	0.67	FY 2014-15	Maharashtra Sales Tax Tribunal
Goods and Service Tax Act, 2017	Goods and Service Tax	4.35	1 October 2017 to 1 September 2018	Additional Commissioner (Appeals) of Goods and Service Tax

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Period to which
Amount Forum where
Name of the Nature of amount relates
Statu e the dues (INR in Financial Year dispute is
crores) ('FY') pending
----- End of picture text -----*

Name of the Statue	Nature of the dues	Amount (INR in crores)*	Period to which amount relates Financial Year ('FY')	Forum where dispute is pending

Goods and Service Tax Act, 2017	Goods and Service Tax	5.35	October 2018 to December 2019	Additional Commissioner (Appeals) of Goods and Service Tax
Customs Act, 1962	Duty to Customs	0.27	FY 2006-07	Common Adjudicating Authority (Directorate of Revenue Intelligence)
Customs Act, 1962	Duty to Customs	2.21	FY 1997-98 to FY 1999-00	Ofce of Assistant Commissioner of Customs
Customs Act, 1962	Duty to Customs	0.59	FY 2007-08, FY 2009-10 to FY 2013-14	Customs, Excise, Service Tax Appellant Tribunal, Maharashtra
Finance Act 1994, read with Service Tax Rules,1994	Service Tax	0.79	FY 2006-07	High Court of Allahabad
Finance Act 1994, read with Service Tax Rules, 1994	Service Tax	0.63	FY 2006-07	Commissioner, Central Goods and Services Tax
Finance Act 1994, read with Service Tax Rules, 1994	Service Tax	23.56	FY 2006-07 to FY 2011-12, FY 2009-10	Customs, Excise, Service Tax Appellant Tribunal, Allahabad
Finance Act 1994, read with Service Tax Rules, 1994	Service Tax	0.63	FY 2011-12	Customs, Excise, Service Tax Appellant Tribunal, Chennai
Finance Act 1994, read with Service Tax Rules, 1994	Service Tax	0.37	FY 2013-14	Customs, Excise, Service Tax Appellant Tribunal
Finance Act 1994, read with Service tax rules ,1994	Service Tax	1.36	FY 2013-14	Commissioner (Appeals), Central Goods & Services Tax
Finance Act 1994, read with Service tax rules ,1994	Service Tax	1.18	FY 2007-10	High Court of Allahabad
Finance Act 1994, read with Service tax rules ,1994	Service Tax	15.56	April 2012 to September 2012	Customs, Excise, Service Tax Appellant Tribunal, Allahabad
Finance Act 1994, read with Service tax rules ,1994	Service Tax	2.06	April 2011 to March 2015	Customs, Excise, Service Tax Appellant Tribunal, Allahabad
Finance Act 1994, read with Service tax rules ,1994	Service Tax	1.53	October 2011 to September 2012	Additional Commissioner, Central Goods and Services Tax.
Finance Act 1994, read with Service tax rules ,1994	Service Tax	6.27	FY 2014-15 and 2016-17	Customs, Excise, Service Tax Appellant Tribunal

*Total amount deposited under protest / adjusted against refunds in respect of Income tax is INR 233.9 crores and guarantee given under protest is INR 1,035 crores.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to banks during the year. Further,

Standalone Financial Statements 215

the Company did not have any outstanding loans or borrowings from financial institutions or any other lender during the year.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
(c) In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and associates as defined under the Act. The Company does not hold any investment in any joint venture (as defined under the Act) during the year ended 31 March 2023.
(f) According to the information and explanations given to us and procedures performed by us, we report that the company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate company (as defined under Companies Act, 2013). The Company does not hold any investment in any joint venture (as defined under the Act) during the year ended 31 March 2023.
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to information and explanation given to us during the course of audit, the group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN.: 23092212BGXLZT4467

Place: Gurugram Date: 20 April 2023

216

HCL Technologies Annual Report 2022-23

Annexure B to the Independent Auditor's Report on the standalone financial statements of HCL Technologies Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of HCL Technologies Limited (“the Company”) as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors' Responsibilities for

Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN.: 23092212BGXLZT4467

Place: Gurugram Date: 20 April 2023

217

Standalone Financial Statements

Standalone Balance Sheet

(All amounts in crores of ` , except share data and as stated otherwise)

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Note As at
No. 31 March 2023 31 March 2022
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		Note No.	As at	As at
			31 March 2023	31 March 2022

I	ASSETS
	(1) Non-current assets
	(a)Property, plant and equipment	2.1	3,727	3,894
	(b)Capital work inprogress	2.2	21	79
	(c)Right-of-use assets	2.30(a)	824	875
	(d)Goodwill	2.3	6,549	6,550
	(e)Other intangible assets	2.4	6,835	8,205
	(f)Financial assets
	(i)Investments	2.5	5,057	5,057
	(ii)Trade receivables - unbilled	2.6(a)	82	57
	(iii)Loans	2.7	-	200
	(iv)Others	2.8	875	502
	(g)Deferred tax assets(net)	2.27	543	736
	(h)Other non-current assets	2.10	276	381
	Total non-current assets		24,789	26,536
	(2) Current assets
	(a)Inventories	2.9	35	23
	(b)Financial assets
	(i)Investments	2.5	5,102	6,039
	(ii)Trade receivables
	Billed	2.6(b)	5,317	4,604
	Unbilled	2.6(b)	7,596	6,543
	(iii)Cash and cash equivalents	2.11(a)	2,374	2,907
	(iv)Other bank balances	2.11(b)	3,857	1,942
	(v)Loans	2.7	2,602	3,008
	(vi)Others	2.8	603	726
	(c)Current tax assets(net)		6	1
	(d)Other current assets	2.12	1,079	1,094
	Total current assets		28,571	26,887

	TOTAL ASSETS		53,360	53,423

II	EQUITY
	(a)Equityshare capital	2.13	543	543
	(b)Other equity		40,561	42,048
	TOTAL EQUITY		41,104	42,591

218 HCL Technologies Annual Report 2022-23

Standalone Balance Sheet

(All amounts in crores of ` , except share data and as stated otherwise)

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Note As at
No. 31 March 2023 31 March 2022
III LIABILITIES
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		Note No.	As at	As at
			31 March 2023	31 March 2022
III	LIABILITIES
	(1) Non - current liabilities
	(a)Financial liabilities
	(i)Borrowings	2.14	51	164
	(ii)Lease liabilities	2.30(a)	436	491
	(iii)Others	2.16	29	25
	(b)Contract liabilities	2.17	154	119
	(c)Provisions	2.18	879	958
	(d)Other non-current liabilities	2.19	40	32
	Total non-current liabilities		1,589	1,789
	(2) Current liabilities
	(a)Financial liabilities
	(i)Borrowings	2.14	140	62
	(ii)Lease liabilities	2.30(a)	172	163
	(iii)Tradepayables	2.15
	Billed
	1. Dues of micro enterprises and small enterprises		23	11
	2. Dues of creditors other than micro enterprises and small enterprises		1,221	874
	Unbilled and accruals		1,539	1,328
	(iv)Others	2.16	1,867	1,898
	(b)Contract liabilities	2.17	3,708	3,254
	(c)Other current liabilities	2.20	392	308
	(d)Provisions	2.18	283	240
	(e)Current tax liabilities(net)		1,322	905
	Total current liabilities		10,667	9,043

	TOTAL LIABILITIES		12,256	10,832

	TOTAL EQUITY AND LIABILITIES		53,360	53,423

Summary of signifcant accounting policies 1

The accompanying notes are an integral part of the standalone financial statements As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan

Partner

Membership Number: 092212

Roshni Nadar Malhotra

Chairperson DIN - 02346621

C. Vijayakumar

S. Madhavan

Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485

Prateek Aggarwal Chief Financial Officer

Goutam Rungta

Corporate Vice President - Finance

Manish Anand

Company Secretary

Gurugram, India 20 April 2023

Noida (UP), India 20 April 2023

219

Standalone Financial Statements

Standalone Statement of Profit and Loss

(All amounts in crores of ` , except share data and as stated otherwise)

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Note Year ended
No. 31 March 2023 31 March 2022
I Revenue
Revenue from operations 2.21 46,276 40,638
Other income 2.22 1,031 880
Total income 47,307 41,518
II Expenses
Purchase of stock-in-trade 168 155
Changes in inventories of stock-in-trade 2.23 (12) (5)
Employee benefits expense 2.24 19,799 15,872
Outsourcing costs 7,291 7,277
Finance costs 2.25 127 109
Depreciation and amortization expense 2,431 2,615
Other expenses 2.26 2,787 2,227
Total expenses 32,591 28,250
III Profit before tax 14,716 13,268
IV Tax expense 2.27
Current tax 3,045 2,464
Deferred tax charge (credit) 212 (70)
Total tax expense 3,257 2,394
V Profit for the year 11,459 10,874
VI Other comprehensive income(loss) 2.28
(A) (i) Items that will not be reclassified to statement of profit and loss 175 36
(ii) Income tax relating to items that will not be reclassified to statement of profit and loss (63) (13)
(B) (i) Items that will be reclassified to statement of profit and loss (453) 243
(ii) Income tax relating to items that will be reclassified to statement of profit and loss 82 11
Total other comprehensive income(loss), net of tax (259) 277
VII Total comprehensive income for the year 11,200 11,151
Earnings per equity share of 2 each 2.29<br> Basic (in) 42.32 40.10
Diluted (in `) 42.27 40.09
Summary of significant accounting policies 1
----- End of picture text -----

The accompanying notes are an integral part of the standalone financial statements As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan

Partner

Membership Number: 092212

Roshni Nadar Malhotra

Chairperson DIN - 02346621

C. Vijayakumar

Chief Executive Officer and Managing Director DIN - 09244485

S. Madhavan

Director DIN - 06451889

Prateek Aggarwal Chief Financial Officer

Goutam Rungta

Corporate Vice President - Finance

Manish Anand

Company Secretary

Gurugram, India

20 April 2023

Noida (UP), India 20 April 2023

220

HCL Technologies Annual Report 2022-23

	Total Equity	Total Equity	43,553	10,874	277	11,151			(11,391)	-	-	(804)	82	42,591	42,591	11,459	(259)	11,200			(12,995)	-	-	308	-	41,104
	Total other equity		43,010	10,874	277	11,151			(11,391)	-	-	(804)	82	42,048	42,048	11,459	(259)	11,200			(12,995)	-	-	308	-	40,561
	nsive income	Debt instruments through other comprehensive income	22	-	(18)	(18)			-	-	-	-	-	4	4	-	(5)	(5)			-	-	-	-	-	(1)
	omprehe	Cash fow hedging reserve	183	-	283	283			-	-	-	-	-	466	466	-	(387)	(387)			-	-	-	-	-	79
	Other c	Foreign currency translation reserve	15	-	(11)	(11)			-	-	-	-	-	4	4	-	21	21			-	-	-	-	-	25
		Special economic zone re-investment reserve	1,695	-	-	-			-	2,021	(922)	-	-	2,794	2,794	-	-	-			-	1,864	(579)	-	-	4,079
uity		Share based payment reserve	-	-	-	-			-	-	-	-	82	82	82	-	-	-			-	-	-	308	(2)	388
Other eq		Common control transaction capital reserve	14	-	-	-			-	-	-	-	-	14	14	-	-	-			-	-	-	-	-	14
	Surplus	Capital redemption reserve	14	-	-	-			-	-	-	-	-	14	14	-	-	-			-	-	-	-	-	14
	es and	Capital reserve	120	-	-	-			-	-	-	-	-	120	120	-	-	-			-	-	-	-	-	120
	Reserv	Securities premium	7	-	-	-			-	-	-	-	-	7	7	-	-	-			-	-	-	-	-	7
		Treasury share reserve	-	-	-	-			-	-	-	(804)	-	(804)	(804)	-	-	-			-	-	-	-	3	(801)
		Remeasurement of defned beneft plans	12	-	23	23			-	-	-	-	-	35	35	-	112	112			-	-	-	-	-	147
		Retained earnings	40,928	10,874	-	10,874			(11,391)	(2,021)	922	-	-	39,312	39,312	11,459	-	11,459			(12,995)	(1,864)	579	-	(1)	36,490
apital		Share capital	543	-	-	-			-	-	-	-	-	543	543	-	-	-			-	-	-	-	-	543
Equity share c		Number of Shares*	2,713,665,096	-	-	-			-	-	-	-	-	2,713,665,096	2,713,665,096	-	-	-			-	-	-	-	-	2,713,665,096
			Balance as at 1 April 2021	Proft for the year	Other comprehensive income (refer note 2.28)	Total comprehensive income for the year	Transactions with owners of the Company	Contributions and distributions	Interim dividend ofr 42 per share	Transfer to special economic zone re-investment reserve	Transfer from special economic zone re-investment reserve	Acquisition of treasury shares	Share based payments to employees	Balance as at 31 March 2022	Balance as at 1 April 2022	Proft for the year	Other comprehensive income (refer note 2.28)	Total comprehensive income for the year	Transactions with owners of the Company	Contributions and distributions	Interim dividend ofr48 per share	Transfer to special economic zone re-investment reserve	Transfer from special economic zone re-investment reserve	Share based payments to employees	Issue of treasury shares to employees	Balance as at 31 March 2023

Standalone Financial Statements

221

Standalone Statement of Cash flows

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
A Cash flows from operating activities
Profit before tax 14,716 13,268
----- End of picture text -----

		Year ended	Year ended
		31 March 2023	31 March 2022
A	Cash fows from operating activities
	Proft before tax	14,716	13,268
	Adjustment for:
	Depreciation and amortization expense	2,431	2,615
	Interest income	(558)	(492)
	Dividend income from subsidiaries	(84)	(84)
	Provision for doubtful debts / bad debts written of(net)	18	4
	Income on investments carried at fair value throughproft and loss	(98)	(88)
	Proft on sale of debt securities	-	(10)
	Interest expense	105	97
	Proft on sale ofproperty, plant and equipment(net)	(165)	(21)
	Share basedpayments to employees	62	17
	Other non cash charges(net)	(8)	10
	Operating proft before working capital changes	16,419	15,316
	Net change in
	Trade receivables	(1,693)	(1,414)
	Inventories	(12)	16
	Other fnancial assets and other assets	185	(262)
	Tradepayables	389	(2,319)
	Other fnancial liabilities,contract liabilities, provisions and other liabilities	782	1,536
	Cashgenerated from operations	16,070	12,873
	Income taxespaid(net of refunds)	(2,532)	(2,282)
	Net cash fow from operating activities(A)	13,538	10,591

B	Cash fows from investing activities
	Purchase ofproperty, plant and equipment and intangibles	(806)	(780)
	Proceeds from sale ofproperty, plant and equipment	213	33
	Investments in bank deposits	(4,278)	(2,162)
	Proceeds from bank deposits on maturity	1,985	2,399
	Depositsplaced with bodycorporates	(2,602)	(5,478)
	Proceeds from maturityof depositsplaced with bodycorporates	3,208	7,111
	Purchase of investments in securities	(34,013)	(32,048)
	Proceeds from sale/maturityof investments in securities	35,098	32,685
	Investment in the subsidiaries	-	(16)
	Dividend received from subsidiaries	84	84
	Interest received	454	504
	Income taxespaid	(141)	(100)
	Net cash fow from(used in) investing activities(B)	(798)	2,232

C	Cash fows from fnancing activities
	Proceeds from longterm borrowings	36	25
	Repayment of longterm borrowings	(70)	(24)
	Proceeds from short term borrowings	72	52
	Repayment of short term borrowings	(72)	(52)
	Payments for deferred consideration on business acquisitions	-	(371)
	Acquisition of treasuryshares	-	(804)
	Dividendpaid	(12,995)	(11,389)
	Interestpaid	(17)	(5)
	Payment of lease liabilities includinginterest	(221)	(207)
	Net cash fow used in fnancing activities(C)	(13,267)	(12,775)

	Net increase(decrease)in cash and cash equivalents(A+B+C)	(527)	48
	Efect of exchange diferences on cash and cash equivalents held in foreign currency	(6)	(17)
	Cash and cash equivalents at the beginningof theyear	2,907	2,876
	Cash and cash equivalents at the end of theyear asper note 2.11(a)	2,374	2,907

222 HCL Technologies Annual Report 2022-23

Standalone Statement of Cash flows

(All amounts in crores of ` , except share data and as stated otherwise)

Notes:

The total amount of income taxes paid is 2,673 crores (previous year, 2,382 crores).
Cash and cash equivalents includes investor education and protection fund-unclaimed dividend of 8 crores (previous year, 8 crores).
Refer note 2.39 for amount spent during the years ended 31 March 2023 and 2022 on construction / acquisition of any asset and other purposes relating to CSR.

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan Roshni Nadar Malhotra Partner Chairperson Membership Number: 092212 DIN - 02346621 Prateek Aggarwal Chief Financial Officer Gurugram, India Noida (UP), India 20 April 2023 20 April 2023

C. Vijayakumar S. Madhavan Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485 Goutam Rungta Manish Anand Corporate Vice President - Finance Company Secretary

223

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

ORGANIZATION AND NATURE OF OPERATIONS

HCL Technologies Limited (hereinafter referred to as “the Company”) is primarily engaged in providing a range of IT and business services, engineering and R&D services and modernized software products and IP-led offerings. The Company was incorporated under the provisions of the Companies Act applicable in India in November 1991, having its registered office at 806, Siddharth, 96, Nehru Place, New Delhi-110019. The Company leverages its global technology workforce and intellectual properties to deliver solutions across following verticals -Financial Services, Manufacturing, Life Sciences & Healthcare, Public Services, Retail & CPG, Technology & Services and Telecom, Media, Publishing and Entertainment.

The standalone financial statements for the year ended 31 March 2023 were approved and authorized for issue by the Board of Directors on 20 April 2023.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time and presentation requirements of Schedule III (Division II) to the Companies Act, 2013, as applicable to the standalone financial statements.

These standalone financial statements have been prepared under the historical cost convention on an accrual and going concern basis except for the following assets and liabilities which have been measured at fair value:

(a) Derivative financial instruments,
(b) Certain financial assets and liabilities (refer accounting policy regarding financial instruments),
(c) Defined benefit plans.

The accounting policies adopted in the preparation of these standalone financial statements are consistent with those of the previous year except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy.

All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle of

12 months. The statement of cash flows has been prepared under indirect method.

The Company uses the Indian rupee (‘ r ’) as its reporting currency. All amounts are presented in crores of r rounded to whole number and amounts less than r 0.50 crores are presented as “-”.

(b) Use of estimates and judgements

The preparation of standalone financial statements in conformity with Ind AS requires the management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, expenses and other comprehensive income (OCI) that are reported and disclosed in the financial statements and accompanying notes. These estimates are based on the management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in the standalone financial statements in the year in which the changes are made.

Significant estimates and assumptions are used for, but not limited to,

(i) Accounting for costs expected to be incurred to complete performance under fixed price projects and determination of stand-alone selling prices for each distinct performance obligation in contracts involving multiple performance obligations, refer note 1(f).
(ii) Allowance for uncollectible trade receivables, refer note 1(s)(i).
(iii) Fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, measured on a provisional basis in case of business combination, refer note 1(c).
(iv) Recognition of income and deferred taxes, refer note 1(h) and note 2.27.
(v) Key actuarial assumptions for measurement of future obligations under employee benefit plans, refer note 1(q) and note 2.32.

224 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(vi) Estimated forfeitures in share-based compensation expenses, refer note 1(r).
(vii) Useful lives of property, plant and equipment, refer note 1(i).
(viii) Lives of intangible assets, refer note 1(j).
(ix) Identification of leases and measurement of lease liabilities and right of use assets, refer note 1(m).
(x) Key assumptions used for impairment of goodwill, refer note 1(o) and note 2.3.
(xi) Provisions and contingent liabilities, refer note 1(p) and note 2.35.

(c) Business combinations and goodwill

Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date. Contingent consideration classified as financial liability is measured at fair value with changes in fair value recognized in the statement of profit and loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the excess is recognized as capital reserve after reassessing the fair values of the net assets.

(d) Foreign currency and translation

The financial statements are presented in Indian Rupee ( r ), which is also the Company’s functional currency. For each foreign operation, the Company determines the functional currency which is its respective local currency.

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date of the transaction. Foreign-currency denominated monetary assets and liabilities are translated to the relevant functional currency at exchange rates in effect at the balance sheet date. Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of initial transaction. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined.

Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the year. Revenue, expenses and cash-flow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.

The translation of foreign operations from respective functional currency into INR (the reporting currency) for assets and liabilities is performed using the exchange rates in effect at the balance sheet date, and for revenue, expenses and cash flows is performed using an appropriate daily weighted average exchange rate for the respective years. The exchange differences arising on translation are reported as a component of ‘other comprehensive income (loss)’. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the statement of profit and loss.

(e) Fair value measurement

The Company records certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability.

The Company holds certain fixed income securities, equity securities and derivatives, which must be measured using the guidance for fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The prescribed fair value hierarchy and related valuation methodologies are as follows:

Level 1 - Quoted inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

225

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Level 3 - Valuations derived from valuation techniques, in which one or more significant inputs are unobservable inputs which are supported by little or no market activity.

In accordance with Ind AS 113, assets and liabilities at fair value are measured based on the following valuation techniques:
(a) Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
(b) Income approach – Converting the future amounts based on market expectations to its present value using the discounting method.
(c) Cost approach – Replacement cost method.

Certain assets are measured at fair value on a non-recurring basis. These assets consist primarily of non-financial assets such as goodwill and intangible assets. Goodwill and intangible assets recognized in business combinations are measured at fair value initially and subsequently when there is an indicator of impairment, the impairment is recognized.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant who would use the asset in its highest and best use.

(f) Revenue recognition

Contracts involving provision of services and material

Revenue is recognized when, or as, control of a promised service or good transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. To recognize revenues, the following five step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. A contract is accounted when it is legally enforceable through executory contracts, approval and commitment from all parties, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collectability of consideration is probable.

Time-and-material / Volume based / Transaction based contracts

Revenue with respect to time-and-material, volume based and transaction based contracts is recognized as the related services are performed through efforts expended, volume serviced transactions are processed etc. that correspond with value transferred to customer till date which is related to the right to invoice for services performed.

Fixed Price contracts

Revenue related to fixed price contracts where performance obligations and control are satisfied over a period of time like technology integration, complex network building contracts, system implementations and application development are recognized based on progress towards completion of the performance obligation using a cost-to-cost measure of progress (i.e., percentageof-completion (POC) method of accounting). Revenue is recognized based on the costs incurred to date as a percentage of the total estimated costs to fulfill the contract. Any revision in cost to complete would result in increase or decrease in revenue and such changes are recorded in the period in which they are identified.

Revenue related to other fixed price contracts providing maintenance and support services, are recognized based on the right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above.

In arrangements involving sharing of customer revenues, revenue is recognized when the right to receive is established.

Revenue from product sales are shown net of applicable taxes, discounts and allowances. Revenue related to product with installation services that are critical to the product is recognized when installation of product at customer site is completed and accepted by the customer. If the revenue for a delivered item is not recognized for non-receipt of acceptance from the customer, the cost of the delivered item continues to be in inventory.

Proprietary Software Products

226 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

subscription (S&S) is recognized over the contract term on a straight-line basis as the Company is providing a service of standing ready to provide support, when-and-if needed, and is providing unspecified software upgrades on a when-and-if available basis over the contract term. In case software are bundled with support and subscription either for perpetual or term based license, such support and subscription contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license and are generally recognized as revenues ratably over the contractual period that the support services are provided. Revenue from these proprietary software products is classified under sale of services.

Multiple performance obligation

When a sales arrangement contains multiple performance obligation, such as services, hardware and licensed IPs (software) or combinations of each of them revenue for each element is based on a five step approach as defined above. To the extent a contract includes multiple promised deliverables, judgment is applied to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations or series of distinct performance obligations, consideration is allocated among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which Company would sell a promised good or service separately to the customer. When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. If the arrangement contains obligations related to License of Intellectual property (Software) or Lease deliverable, the arrangement consideration allocated to the Software deliverables, lease deliverable as a group is then allocated to each software obligation and lease deliverable.

Revenue recognition for delivered elements is limited to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.

Revenue from certain activities in transition services in outsourcing arrangements are not capable of being distinct or represent separate performance obligation. Revenues relating to such transition activities are classified as Contract liabilities and subsequently recognized over the period of the arrangement. Direct and incremental costs in relation to such transition activities which are expected to be recoverable under the contract and generate or enhance resources of the Company that will be used in satisfying the performance obligation in the future are considered as contract fulfillment costs classified as Deferred contract cost and recognized over the period of arrangement. Certain upfront non-recurring incremental contract acquisition costs and other upfront fee paid to customer are deferred and classified as Deferred contract cost and amortized to revenue or cost, usually on a straight line basis, over the term of the contract unless revenues are earned and obligations are fulfilled in a different pattern. The undiscounted future cash flows from the arrangement are periodically estimated and compared with the unamortized costs. If the unamortized costs exceed the undiscounted cash flow, a loss is recognized.

In instances when revenue is derived from sales of third-party vendor services, material or licenses, revenue is recorded on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as an agent between the customer and the vendor. Several factors are considered to determine whether the Company is a principal or an agent, most notably being company controls the goods or service before it is transferred to customer, latitude in deciding the price being charged to customer. Revenue is recognized net of discounts and allowances, value-added and service taxes, and includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in cost of revenues.

Volume discounts, or any other form of variable consideration is estimated using either the sum of probability weighted amounts in a range of possible consideration amounts (expected value), or the single most likely amount in a range of possible consideration amounts (most likely amount), depending on which method better predicts the amount of consideration realizable. Transaction price includes variable consideration only to the extent it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price may involve judgment and are based largely on an assessment of our anticipated performance and all information that is reasonably available to us.

The Company recognizes an onerous contract provision when the expected unavoidable costs of meeting the future obligations exceed the expected economic benefits to be received under a contract. Such provision, if any, is recorded in the period in which such losses become probable and is included in cost of revenues.

Revenue recognized but not billed to customers is classified either as contract assets or unbilled receivables in the standalone balance sheet. Contract assets primarily relate to unbilled amounts on those contracts utilizing the cost to cost method of revenue recognition and right to consideration is not unconditional. Contract assets are recognized where there is excess of revenue over the billings. Unbilled receivables represent contracts where right to consideration is unconditional (i.e. only the passage of time is required before the payment is due). A contract liability arises when there is excess billing over the revenue recognized.

Revenue from sales-type leases is recognized when risk of loss has been transferred to the client and there are no unfulfilled obligations that affect the final acceptance of the arrangement by the client.

227

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Interest attributable to sales-type leases and direct financing leases included therein is recognized on an accrual basis using the effective interest method and is recognized as other income.

(g) Other income

Other income mainly comprises interest income on debt securities, bank and other deposits, other interest income recognized using the effective interest method, profit on sale of property, plant and equipments, debt securities and mutual fund and exchange differences. Dividend income is recognized when the right to receive payment is established.

(h) Income taxes

Income tax expense comprises current and deferred income tax.

Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Provision for income tax includes the impact of provisions established for uncertain income tax positions.

Deferred income tax assets and liabilities recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax assets and liabilities are recognized for those temporary differences which originate during the tax holiday period and are reversed after the tax holiday period. For this purpose, reversal of timing differences is determined using first in first out method.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the year that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of branches where it is expected that the earnings of the branch will not be distributed in the foreseeable future.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognized subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognized in the statement of profit and loss.

(i) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. The Company identifies and determines separate useful lives for each major component of the property, plant and equipment, if they have a useful life that is materially different from that of the asset as a whole.

Expenses on existing property, plant and equipment, including day-to-day repairs, maintenance expenditure and cost of replacing

parts, are charged to the statement of profit and loss for the year during which such expenses are incurred.

Gains or losses arising from derecognition of assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

Property, plant and equipment under construction and cost of assets not ready for use at the year-end are disclosed as capital work-in-progress.

Depreciation on property, plant and equipment is provided on the straight-line method over their estimated useful lives, as determined by the management. Depreciation is charged on a pro-rata basis for assets purchased/sold during the year.

228

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The management’s estimates of the useful lives of various assets for computing depreciation are as follows:

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----- Start of picture text -----

Asset description Asset life (in years)
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Asset description	Asset life (in years)

Buildings	20
Plant and equipment (including air conditioners, electrical installations)	10
Ofce equipment	5
Computers and networking equipment	4-5
Furniture and fxtures	7
Vehicles	5

The useful lives as given above best represent the period over which the management expects to use these assets, based on technical assessment. The estimated useful lives for these assets are therefore different from the useful lives prescribed under Part C of Schedule II of the Companies Act 2013.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.

(j) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is measured at their fair value at the date of acquisition. Subsequently, following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses.

Intangible assets are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of profit and loss.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

The intangible assets are amortized over the estimated useful life of the assets as mentioned below except certain Licensed IPRs which include the right to modify, enhance or exploit are amortized in proportion to the expected benefits over the useful life which could range up to 15 years:

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----- Start of picture text -----

Asset description Asset life (in years)
----- End of picture text -----

Asset description	Asset life (in years)

Software	3
Licensed IPRs	5 to 15
Customer relationships	1 to 8
Customer contracts	1 to 3
Technology	1 to 8
Others (Includes intellectual property rights and non-compete agreements)	4 to 6

(k) Research and development costs

Research costs are expensed as incurred. Development expenditure, on an individual project, is recognized as an intangible asset when the Company can demonstrate:

The technical feasibility of completing the intangible asset so that it will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development

229

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

benefit. Amortization expense is recognized in the statement of profit and loss. During the period of development, the asset is tested for impairment annually.

(l) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(m) Leases

A lease is a contract that contains right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

Company is lessee in case of leasehold land, office space, accommodation for its employees & IT equipment. These leases are evaluated to determine whether it contains lease based on principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors as defined in Ind AS 116.

Right-of-use asset represents the Company’s right to control the underlying assets under lease and the lease liability is the obligation to make the lease payments related to the underlying asset under lease. Right-of-use asset is measured initially based on the lease liability adjusted for any initial direct costs, prepaid rent, and lease incentives. Right-of-use asset is depreciated based on straight line method over the lease term or useful life of right-of-use asset, whichever is less. Subsequently, right-ofuse asset is measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of lease liability.

The lease liability is measured at the lease commencement date and determined using the present value of the minimum lease payments not yet paid and the Company’s incremental borrowing rate, which approximates the rate at which the Company would borrow, in the country where the lease was executed. The Company has used a single discount rate for a portfolio of leases with reasonably similar characteristics. The lease payment comprises fixed payment less any lease incentives, variable lease payment that depends on an index or a rate, exercise price of a purchase option if the Company is reasonably certain to exercise the option and payment of penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease. Lease liability is subsequently measured by increase the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payment made and remeasuring the carrying amount to reflect any reassessment or modification, if any.

The Company has elected to not recognize leases with a lease term of 12 months or less in the balance sheet, including those acquired in a business combination, and lease costs for those short-term leases are recognized on a straight-line basis over the lease term in the statement of profit and loss. For all asset classes, the Company has elected the lessee practical expedient to combine lease and non-lease components and account for the combined unit as a single lease component in case there is no separate payment defined under the contract.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the year in which they are earned or contingency is resolved.

Leases in which the Company transfers substantially all the risk and benefits of ownership of the asset are classified as finance leases. Assets given under finance lease are recognized as a receivables at an amount equal to the present value of lease receivables. After initial recognition, the Company apportions lease rentals between the principal repayment and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the finance leases. The interest income is recognized in the statement of profit and loss. Initial direct costs such as legal cost, brokerage cost etc. are recognized immediately in the statement of profit and loss.

When arrangements include multiple performance obligations, the Company allocates the consideration in the contract between the lease components and the non-lease components on a relative standalone selling price basis.

(n) Inventories

Stock-in-trade, stores and spares are valued at the lower of the cost or net realizable value. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

230

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Cost of stock-in-trade procured for specific projects is assigned by identifying individual costs of each item. Cost of stock in trade, that are interchangeable and not specific to any project and cost of stores and spare parts are determined using the weighted average cost formula.

(o) Impairment of non-financial assets

Goodwill

Goodwill is tested annually on March 31, for impairment, or sooner whenever there is an indication that goodwill may be impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Company’s cash generating units (CGU) expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU. Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU, pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill recognized in the statement of profit and loss is not reversed in the subsequent period.

Intangible assets and property, plant and equipment

Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, the impairment recognized under the head “Depreciation and amortization expense“ in the statement of profit and loss is measured by the amount by which the carrying value of the asset exceeds the estimated recoverable amount of the asset.

(p) Provisions and contingent liabilities

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows.

The Company uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.

(q) Retirement and other employee benefits

(i) Provident fund: Employees of the Company receive benefits under the provident fund, a defined benefit plan. The employee and employer each make monthly contributions to the plan. A portion of the contribution is made to the provident fund trust managed by the Company or Government administered provident fund; while the balance contribution is made to the Government administered pension fund, a define contribution plan. For the contribution made by the Company to the provident fund trust managed by the Company, the Company has an obligation to fund any shortfall on the yield of the Trust’s investments over the administered interest rates. The liability is actuarially determined (using the projected unit credit method) at the end of the year. The funds contributed to the Trust are invested in specific securities as mandated by law and generally consist of federal and state government bonds, debt instruments of government-owned corporations and, equity other eligible market securities.
(ii) In respect of superannuation, a defined contribution plan for applicable employees, the Company contributes to a scheme administered on its behalf by appointed fund managers and such contributions for each year of service rendered by the employees are charged to the statement of profit and loss. The Company has no further obligations to the superannuation plan beyond its contributions.
(iii) Gratuity liability: The Company provide for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s base salary and the tenure of employment (subject to a maximum of r 20 lacs per employee). The liability is actuarially determined (using the projected unit credit method) at the

231

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

end of each year. Actuarial gains/losses are recognized immediately in the balance sheet with a corresponding debit or credit to other comprehensive income in the year in which they occur.

In respect to certain employees in India, the Company contributes towards gratuity liabilities to the Gratuity Fund Trust. Trustees of the Company administer contributions made to the Trust and contributions are invested in a scheme with Life Insurance Corporation of India as permitted by law.

(iv) Compensated absences: The employees of the Company are entitled to compensated absences which are both accumulating and non-accumulating in nature. The employees can carry forward up to the specified portion of the unutilized accumulated compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The expected cost of accumulating compensated absences is determined by actuarial valuation (using the projected unit credit method) based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the balance sheet date. The expense on non-accumulating compensated absences is recognized in the statement of profit and loss in the year in which the absences occur. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.
(v) Contributions to other defined contribution plans in branches outside India are recognized as expense when employees have rendered services entitling them to such benefits.

(r) Equity settled share based compensation

Share-based compensation represents the cost related to share-based awards granted to employees. The Company measures share-based compensation cost at grant date, based on the estimated fair value of the award and recognizes the cost on a straight line basis (net of estimated forfeitures) over the employee's requisite service period for an award with only service condition and for an award with both service and performance condition on a straight line basis over the requisite service period for each separately vesting portion of the award, as if award was in substance, multiple awards. On modification of an equity settled award, the Company re-estimates the fair value of stock option as on the date of modification and any incremental expense is expensed over the period from the modification date till the vesting date.

The Company estimates the fair value of stock options using option pricing model. The cost is recorded under the head employee benefit expense in the consolidated statement of profit or loss with corresponding increase in “Share Based Payment Reserve”.

(s) Financial Instruments

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets

All financial assets are recognized initially at fair value. Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss) are added to the fair value measured on initial recognition of financial asset. Purchase and sale of financial assets are accounted for at trade date. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash in banks and short-term deposits and investments with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purposes of the cash flow statement, cash and cash equivalents are considered net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the standalone balance sheet, bank overdrafts are presented under borrowings within current liabilities.

Financial assets at amortized cost

A financial asset is measured at the amortized cost if both the following conditions are met:

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in other income in the statement of profit and loss. The losses arising from impairment are recognized in the statement of profit and loss. This category includes cash and bank balances, loans, unbilled receivables, trade and other receivables.

232

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Financial assets at Fair Value through Other Comprehensive Income (OCI)

A financial asset is classified and measured at fair value through OCI if both of the following criteria are met:
(a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
(b) The asset’s contractual cash flows represent solely payments of principal and interest.

Financial asset included within the OCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in OCI. Interest income is recognized in statement of profit and loss for debt instruments. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from OCI to statement of profit and loss.

Financial assets at Fair Value through Profit and Loss

Any financial asset, which does not meet the criteria for categorization at amortized cost or at fair value through other comprehensive income, is classified at fair value through profit and loss. Financial assets included at the fair value through profit and loss category are measured at fair value with all changes recognized in the statement of profit and loss.

Equity investments

Equity investments in subsidiaries are measured at cost less impairment if any.

Derecognition of financial assets

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired, or the

Company has transferred its rights to receive cash flows from the asset.

Impairment of financial assets

The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit and loss. Lifetime ECL allowance is recognized for trade receivables with no significant financing component. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case they are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date is recognized in statement of profit and loss.

ii. Financial liabilities

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The subsequent measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. Changes in fair value of such liability are recognized in the statement of profit or loss.

Financial liabilities at amortized cost

The Company’s financial liabilities at amortized cost are initially recognized at net of transaction costs and includes trade payables, borrowings including bank overdrafts and other payables.

After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest rate (EIR) method except for deferred consideration recognized in a business combination which is subsequently measured at fair value through profit and loss. Gains and losses are recognized in the statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an

integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

iii. Derivative financial instruments and hedge accounting

Foreign exchange forward contracts and options are purchased to mitigate the risk of changes in foreign exchange rates associated with forecast transactions denominated in certain foreign currencies.

233

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The Company recognizes all derivatives as assets or liabilities measured at their fair value. Changes in fair value for derivatives not designated in a hedge accounting relationship are marked to market at each reporting date and the related gains (losses) are recognized in the statement of profit and loss as ‘foreign exchange gains (losses)’.

The foreign exchange forward contracts and options in respect of forecasted transactions which meet the hedging criteria are designated as cash flow hedges. Changes in the fair value of derivatives (net of tax) that are designated as effective cash flow hedges are deferred and recorded in the hedging reserve account as a component of accumulated ‘other comprehensive income (loss)’ until the hedged transaction occurs and are then recognized in the statement of profit and loss. The ineffective portion of hedging derivatives is immediately recognized in other income in the statement of profit and loss.

In respect of derivatives designated as hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also formally assesses both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flow.

Hedge accounting is discontinued prospectively from the last testing date when (1) it is determined that the derivative financial instrument is no longer effective in offsetting changes in the fair value or cash flows of the underlying exposure being hedged; (2) the derivative financial instrument matures or is sold, terminated or exercised; or (3) it is determined that designating the derivative financial instrument as a hedge is no longer appropriate. When hedge accounting is discontinued the deferred gains or losses on the cash flow hedge remain in ‘other comprehensive income (loss)’ until the forecast transaction occurs. Any further change in the fair value of the derivative financial instrument is recognized in current year earnings.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis to realize the assets and settle the liabilities simultaneously.

(t) Dividend

Final dividend proposed by the Board of Directors is recognized upon approval by the shareholders who have the right to decrease but not increase the amount of dividend recommended by the Board of Directors. Interim dividends are recognized on declaration by the Board of Directors. Final and interim dividend excludes dividend on treasury shares.

(u) Earnings per share (EPS)

Basic EPS amounts are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the year adjusted for treasury shares held.

Diluted EPS amounts are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. the average market value of the outstanding shares). Performance based stock unit awards are included in dilutive potential shares when they become contingently issuable and have a dilutive impact and are excluded when they are not contingently issuable. Dilutive potential equity shares are deemed converted as at the beginning of the year, unless issued at a later date. Dilutive potential equity shares are determined independently for each year presented.

The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for bonus shares.

(v) Nature and purpose of reserves

Remeasurement of defined benefit plans

The Company recognizes actuarial gains/losses on defined benefit plans in the balance sheet with a corresponding debit or credit to other comprehensive income in the period in which they occur.

Treasury share reserve

The Company’s equity shares held by a trust, which is consolidated as a part of the Company, are classified as Treasury shares. Treasury shares are carried at acquisition cost and presented as a deduction from total equity as “Treasury share reserve”. As and when treasury shares are transferred to employees on exercise after satisfaction of the vesting conditions, the balance lying in “Treasury share reserve” is transferred to “Retained earnings”.

234

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilized only for limited purposes such as issuance of bonus shares and buyback of shares in accordance with the provisions of the Companies Act, 2013 in India.

Capital redemption reserve

The Company recognizes cancellation of the Company’s own equity instruments to capital redemption reserve.

Share based payment reserve

The share-based payment reserve is recognised over the vesting period at the grant date fair value of units issued to employees of the Company and its subsidiaries under the Company’s restricted stock unit plan.

Special economic zone re-investment reserve

The Company has created special economic zone (SEZ) re-investment reserve out of profits of the eligible SEZ Units in terms of the specific provisions of Section 10AA(1) of the Income Tax Act, 1961 (“the Act”). The said reserve needs to be utilized by the Company for acquiring plant and machinery for the purposes of its business in the terms of Section 10AA (2) of the Act for availing tax benefit. Further, during the year ended 31 March 2022, utilization also includes additional acquisition of plant and machinery in the business of the Company which was not considered as utilization earlier due to an uncertain tax position which has been settled.

Foreign currency translation reserve

Exchange differences arising on translation of the foreign operations are recognized in other comprehensive income as described in the accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

Cash flow hedging reserve

For hedging foreign currency risk, the Company uses foreign currency forward and option contracts. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognized in the cash flow hedging reserve. Amounts recognized in the cash flow hedging reserve is reclassified to the statement of profit or loss when the hedged item affects profit or loss.

Debt instruments through other comprehensive income

The Company recognizes changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. The Company transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold.

Common control transaction capital reserve

The Company has created Common Control Transaction Capital Reserve in accordance with the guidance under Appendix C of IND AS 103 “Business Combinations”. This reserve is not freely available for distribution.

Capital reserve

Capital Reserve is not freely available for distribution.

(w) Adoption of new accounting principles

Onerous contracts – cost of fulfilling a contract (amendment to Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets)

The amendment clarified that the ‘costs of fulfilling a contract’ comprise both the incremental costs and allocation of other direct costs. The Company has adopted this amendment effective 1 April 2022 and the adoption did not have any material impact on its financial statements.

(x) Recently issued accounting pronouncements

On 31 March 2023, the Ministry of Corporate Affairs (MCA), notified Companies (Indian Accounting Standards) Amendment Rules, 2023 effective from 1 April 2023. Following is key amended provision which may have an impact on the financial statements of the Company:

Disclosure of accounting policies (amendments to Ind AS 1 - Presentation of Financial Statements)

The amendments intend to assist in deciding which accounting policies to disclose in the financial statements. The amendments to Ind AS 1 require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Company does not expect this amendment to have any significant impact in its financial statements.

235

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Definition of accounting estimate (amendments to Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors)

The amendments distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

Deferred tax related to assets and liabilities arising from a single transaction (amendments to Ind AS 12 – Income taxes) The amendments specify how to account for deferred tax on transactions such as leases. The amendments clarify that lease transactions give rise to equal and offsetting temporary differences and financial statements should reflect the future tax impacts of these transactions through recognizing deferred tax. The Company is evaluating the impact, if any, in its financial statements.

2. Notes to financial statements

2.1 Property, plant and equipment

The changes in the carrying value for the year ended 31 March 2023

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----- Start of picture text -----

Computers Furniture
Freehold land Buildings equipment [ Plant and ] equipmentOffice networking equiand pment fixturesand Vehicles # Total
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	Freehold land	Buildings	Plant and equipment	Ofce equipment	Computers and networking equipment	Furniture and fxtures	Vehicles #	Total

Gross block as at 1 April 2022	56	3,360	1,481	287	2,386	454	139	8,163
Additions	24	73	37	11	458	13	55	671
Disposals	18	60	59	20	38	40	39	274
Translation exchange diferences	-	-	-	-	2	-	-	2
Gross block as at 31 March 2023	62	3,373	1,459	278	2,808	427	155	8,562
Accumulated depreciation as at 1 April 2022	-	1,227	1,049	224	1,328	376	65	4,269
Depreciation	-	167	105	25	445	21	28	791
Disposals/other adjustments	-	51	57	18	34	38	27	225
Accumulated depreciation as at 31 March 2023	-	1,343	1,097	231	1,739	359	66	4,835
Net block as at 31 March 2023	62	2,030	362	47	1,069	68	89	3,727

Also refer footnote 1 of note 2.14

The changes in the carrying value for the year ended 31 March 2022

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	Freehold land	Buildings	Plant and equipment	Ofce equipment	Computers and networking equipment	Furniture and fxtures	Vehicles #	Total

Gross block as at 1 April 2021	57	3,155	1,433	279	1,791	487	141	7,343
Additions	-	208	70	26	649	14	38	1,005
Disposals	1	3	22	18	56	47	40	187
Translation exchange diferences	-	-	-	-	2	-	-	2
Gross block as at 31 March 2022	56	3,360	1,481	287	2,386	454	139	8,163
Accumulated depreciation as at 1 April 2021	-	1,069	963	217	1,021	395	70	3,735
Depreciation	-	161	106	25	341	26	27	686
Disposals/other adjustments	-	3	20	18	35	45	32	153
Translation exchange diferences	-	-	-	-	1	-	-	1
Accumulated depreciation as at 31 March 2022	-	1,227	1,049	224	1,328	376	65	4,269
Net block as at 31 March 2022	56	2,133	432	63	1,058	78	74	3,894

Also refer footnote 1 of note 2.14

236 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.2 Capital work in progress (CWIP)

The following table presents the ageing schedule for Capital-work-in progress:

Particulars	Amount in CWIP for aperiod of	Amount in CWIP for aperiod of	Amount in CWIP for aperiod of	Amount in CWIP for aperiod of	Amount in CWIP for aperiod of
	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
As at 31 March 2023
Projects inprogress	21	-	-	-	21
	21	-	-	-	21
As at 31 March 2022
Projects inprogress	79	-	-	-	79
	79	-	-	-	79

The following table presents completion schedule of overdue project :

	To be completed in	To be completed in	To be completed in	To be completed in
Particulars	Less than 1 year	1-2 years	2-3 years	More than 3 years
As at 31 March 2023
Project 1 - Campus construction	-	-	-	-
	-	-	-	-
As at 31 March 2022
Project 1 - Campus construction	47	-	-	-
	47	-	-	-

2.3 Goodwill

The following table presents the changes in the carrying value of goodwill based on identified CGUs for the year ended 31 March 2023.

	IT and Business Services	Engineering and R&D services	HCL Software*	Total
Opening balance as at 1 April 2022	344	214	5,992	6,550
Translation exchange diferences	-	-	(1)	(1)
Closing balance as at 31 March 2023	344	214	5,991	6,549

The following table presents the changes in the carrying value of goodwill based on identified CGUs for the year ended 31 March 2022.

	IT and Business Services	Engineering and R&D services	HCL Software*	Total
Opening balance as at 1 April 2021	344	214	5,991	6,549
Translation exchange diferences	-	-	1	1
Closing balance as at 31 March 2022	344	214	5,992	6,550

*During the year ended 31 March 2023, the Company has changed the name of "Products & Platforms" segment to "HCL Software". For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the CGU, which benefit from the synergies of the acquisition.

Goodwill is tested annually on March 31, for impairment, or sooner whenever there is an indication that goodwill may be impaired. Impairment is recognized, when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The estimated value-in-use of the CGU is based on the future cash flow forecasts for 5 to 7 years and then on perpetuity on the basis of certain assumptions which include revenue growth, earnings before interest and taxes, taxes, capital outflow and working capital requirement. The assumptions are taken on the basis of past trends and management estimates and judgement. Future cash flows are discounted with "Weighted Average Cost of Capital". The key assumptions are as follows:

237

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Revenue growth rate (average of next 5 to 7 years) (%)	(0.5) to 8.0	(2.3) to 9.6
Terminal revenue growth rate (%)	(3.7) to 2.0	(5.0) to 2.0
Pre tax discount rate (%)	12.1 to 15.7	9.9 to 14.0
As at 31 March 2023 and 31 March 2022 the estimated recoverable amount of each CGU exceeded the carrying amount and accordingly, no impairment was recognized. An analysis of the sensitivity of the computation to a change in key assumptions based on reasonable probability did not identify any probable scenario in which the recoverable amount of the CGUs would decrease below the carrying amount.

2.4 Other intangible assets

The changes in the carrying value for the year ended 31 March 2023

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----- Start of picture text -----

Customer Customer
Software Licensed IPRs relationships contracts Technology Others Total
----- End of picture text -----

	Software	Licensed IPRs	Customer relationships	Customer contracts	Technology	Others	Total

Gross block as at 1 April 2022	419	4,940	6,392	35	2,520	14	14,320
Additions	99	-	-	-	-	-	99
Gross block as at 31 March 2023	518	4,940	6,392	35	2,520	14	14,419
Accumulated amortization and impairment as at 1 April 2022	367	2,288	2,590	28	833	9	6,115
Amortization	51	361	722	5	328	2	1,469
Accumulated amortization and impairment as at 31 March 2023	418	2,649	3,312	33	1,161	11	7,584
Net block as at 31 March 2023	100	2,291	3,080	2	1,359	3	6,835
Estimated remaining useful life (in years)	3	10	6	1	6	2

The changes in the carrying value for the year ended 31 March 2022

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----- Start of picture text -----

Customer Customer
Software Licensed IPRs relationships contracts Technology Others Total
----- End of picture text -----

	Software	Licensed IPRs	Customer relationships	Customer contracts	Technology	Others	Total

Gross block as at 1 April 2021	424	4,871	6,392	35	2,520	14	14,256
Additions	40	69	-	-	-	-	109
Disposals/other adjustments	45	-	-	-	-	-	45
Gross block as at 31 March 2022	419	4,940	6,392	35	2,520	14	14,320
Accumulated amortization and impairment as at 1 April 2021	368	1,851	1,629	23	525	6	4,402
Amortization	44	437	961	5	308	3	1,758
Disposals/other adjustments	45	-	-	-	-	-	45
Accumulated amortization and impairment as at 31 March 2022	367	2,288	2,590	28	833	9	6,115
Net block as at 31 March 2022	52	2,652	3,802	7	1,687	5	8,205
Estimated remaining useful life (inyears)	3	11	7	2	7	3

238 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.5 Investments

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Financial assets
Non-current
Unquoted Investment
Equityinvestment in subsidiarycompanies carried at cost(fully paid up)
459,759,520(31 March 2022, 459,759,520) equity shares of USD 1 each in HCL Bermuda Limited, Bermuda	4,294	4,294
1,280 (31 March 2022, 1,280) equity shares ofr10,000 each, in HCL Comnet Systems & Services Limited	11	11
HCL Technologies(Shanghai)Limited(issued & registered capital)	10	10
1,033,384 (31 March 2022, 1,033,384) equity shares of SGD 1 each, in HCL Singapore Pte. Limited	5	5
30,000,000 (31 March 2022, 30,000,000) equity shares of GBP 1 each fully paid up, in HCL EAS Limited	225	225
1,751,301 (31 March 2022, 1,751,301) equity shares ofr10 each in HCL Training & StafngServices Private Limited	2	2
100,000 (31 March 2022, 100,000) equity shares of SGD 1 each, in HCL Asia Pacifc Pte. Ltd.(Formerlyknown as Geometric Asia Pacifc Pte. Ltd., Singapore)	17	17
Euro 14.05 million (31 March 2022, 14.05 million) invested in equity share capital of Geometric Europe GmbH, Germany	67	67
1,432 (31 March 2022, 1,432) non assessable shares of USD 1 each, in Geometric Americas, Inc., U.S.A	224	224
7,589,107 (31 March 2022, 7,589,107) equity shares ofr2 each in Sankalp Semiconductor Private Limited	185	185
47,580,000 (31 March 2022, 47,580,000) ordinary shares of Sri Lankan Rupees 10 each in H C L Technologies Lanka(Private)Limited	17	17
50,000 (31 March 2022, NIL) ordinary shares ofr10 each in HCL Technologies Jigani Limited*	-	-
	5,057	5,057
Less: excess cost over fair value reimbursed for treasury shares allotted to employees of stepdown subsidiaryof HCL Bermuda Limited*	-	-
	5,057	5,057
Current
Quoted investments
Carried at fair value through other comprehensive income
Investment in debt securities	3,601	3,783
Unquoted Investments
Carried at fair value throughproft and loss
Investment in mutual funds	1,501	2,256
	5,102	6,039

Total investments - fnancial assets	10,159	11,096

Aggregate amount ofquoted investments	3,601	3,783
Aggregate amount of unquoted investments	6,558	7,313
Market value ofquoted investments	3,601	3,783

Equityinstruments carried at cost	5,057	5,057
Investment carried at fair value through other comprehensive income	3,601	3,783
Investment carried at fair value throughproft and loss	1,501	2,256

Note:-

Represent value less than r 0.50 crore.

239

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.6 Trade receivables

(a) Non-current

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
Unbilled receivables 82 57
82 57
----- End of picture text -----

(b) Current

	As at	As at
	31 March 2023	31 March 2022
Billed
Unsecured,consideredgood(refer note below)	5,464	4,775
Trade receivables - credit impaired	40	25
	5,504	4,800
Impairment allowance for bad and doubtful debts(refer note 2.31(c))	(187)	(196)
	5,317	4,604
Unbilled receivables (refer note below)	7,596	6,543
	12,913	11,147

Note: Includes receivables from related parties amounting to r 8,349 crores (31 March 2022, r 6,717 crores).

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----- Start of picture text -----

Outstanding as at 31 March 2023
from the due date of payment
Not
Trade receivables - current Due Less than 6 months 1-2 2-3 More Total
6 months - 1 year years years than 3
years
Undisputed - considered good 6,543 2,833 1,873 230 224 101 203 5,464
Undisputed - credit impaired - 1 3 2 2 - - 8
Disputed - credit impaired - - 1 1 - - 30 32
6,543 2,834 1,877 233 226 101 233 5,504
Impairment allowance for bad and doubtful debts (187)
5,317
Unbilled receivables 7,596
12,913
----- End of picture text -----

	Nt	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment
Trade receivables - current	o Due	Less than 6 months	6 months - 1 year	1-2 years	2-3 years	More than 3 years	Total
Undisputed - consideredgood 4,502	2,650	1,522	191	152	100	160	4,775
Undisputed - credit impaired -	-	-	-	-	4	-	4
Disputed - credit impaired -	-	-	-	-	-	21	21
4,502	2,650	1,522	191	152	104	181	4,800
Impairment allowance for bad and doubtful debts							(196)
							4,604
Unbilled receivables							6,543
							11,147

240 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.7 Loans

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
Non - current
Carried at amortized cost
Unsecured, considered good
Inter corporate deposits - 200
- 200
Current
Carried at amortized cost
Unsecured, considered good
Inter corporate deposits 2,602 3,008
2,602 3,008
----- End of picture text -----

2.8 Other financial assets

	As at	As at
	31 March 2023	31 March 2022
Non - current
Carried at amortized cost
Finance lease receivables(refer note 2.30(b))	97	70
Securitydeposits	59	63
Securitydeposits - relatedparties(refer note 2.33)	13	15
Bank deposits with more than 12 months maturity	378	1
Other receivables - relatedparties(refer note 2.33) (refer note below)	265	65
	812	214
Carried at fair value through other comprehensive income
Unrealizedgain on derivative fnancial instruments(refer note 2.31(a))	63	288
	875	502
Current
Carried at amortized cost
Finance lease receivables(refer note 2.30(b))	101	94
Interest receivables	253	208
Securitydeposits	25	19
Securitydeposits - relatedparties(refer note 2.33)	10	8
Others	8	103
Others - relatedparties(refer note 2.33) (refer note below)	114	-
	511	432
Carried at fair value through other comprehensive income
Unrealizedgain on derivative fnancial instruments(refer note 2.31(a))	79	287

Carried at fair value through proft and loss
Unrealizedgain on derivative fnancial instruments(refer note 2.31(a))	13	7
	603	726

Notes:

Includes r 311 crores (31 March 2022, r 65 crores) recoverable from subsidiaries againts RSUs awarded to the employees of the subsidiaries.

241

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.9 Inventories

	As at	As at
	31 March 2023	31 March 2022
Stock-in-trade	35	23
	35	23

2.10 Other non- current assets

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Unsecured, consideredgood
Capital advances	4	20
Advances other than capital advances
Securitydeposits	32	32
Others
Prepaid expenses	38	31
Deferred contract cost(refer note 2.21)	202	298
	276	381

2.11 Cash and cash equivalents and other bank balances

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
(a) Cash and cash equivalents
Balance with banks 302 359
Deposits with original maturity of less than 3 months (including deposits with
2,008 2,501
corporations and financial institutions with original maturity less than 3 months)
Remittances in transit 16 39
Cheques in hand 40 -
Unclaimed dividend account 8 8
2,374 2,907
(b) Other bank balances
Deposits with remaining maturity up to 12 months 3,857 1,942
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2.12 Other current assets

	As at	As at
	31 March 2023	31 March 2022
Unsecured, consideredgood
Advances other than capital advances
Securitydeposits	39	34
Advances to supplier-relatedparties(refer note 2.33)	-	23
Advances to suppliers	23	12
Advances to employees	16	39
Others
Prepaid expenses	447	412
Deferred contract cost(refer note 2.21)	221	203
Deferred contract cost-relatedparties(refer note 2.33)	1	-
Contract assets	162	122
Other advances	170	249
	1,079	1,094

242 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Unsecured, considered doubtful
Advances other than capital advances
Advances to employees	68	27
Other advances	15	23
Less: Provision for doubtful advances	(83)	(50)
	-	-
	1,079	1,094

2.13 Equity share capital

	As at	As at
	31 March 2023	31 March 2022
Authorized
3,017,000,000 (31 March 2022, 3,017,000,000) equity shares of`2 each	603	603
Issued, subscribed and fully paid up
2,713,665,096 (31 March 2022, 2,713,665,096) equity shares of`2 each	543	543

Terms / rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of ` 2/-. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Reconciliation of the number of shares outstanding at the beginning and at the end of the financial year

	As at	As at	As at	As at
	31 March 2023		31 March 2022
	No. of shares	`in Crores\|No. of shares\|` in Crores
Number of shares at the beginning	2,713,665,096	543	2,713,665,096	543
Number of shares at the end	2,713,665,096	543	2,713,665,096	543

The Company does not have any holding/ ultimate holding company.

Reconciliation of the number of treasury shares held by controlled trust at the end of the financial year

	As at	As at
	31 March 2023	31 March 2022
	No. of shares	No. of shares
Number of shares at the beginning	6,320,000	-
Add: Acquisition of shares by the Trust	-	6,320,000
Less: Issue of treasury to employees on exercise of RSUs	(19,847)	-
Number of shares at the end	6,300,153	6,320,000

Details of shareholders holding more than 5 % shares in the company

Name of the shareholder	As at	As at	As at	As at
	31 March 2023		31 March 2022
	No. of shares	% holding in the class	No. of shares	% holding in the class
Equity shares of`2 each fully paid
Vama Sundari Investments (Delhi) Private Limited	1,198,549,941	44.17%	1,191,720,742	43.92%
HCL Holdings Private Limited	446,662,032	16.46%	446,662,032	16.46%

As per the records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

243

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Details of promoters holding in the company is as follows

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----- Start of picture text -----

31 March 2023 31 March 2022
% change
Promoter name No. of % of total No. of % of total during
Shares shares Shares shares the year
----- End of picture text -----

Promoter name	31 March 2023	31 March 2023	31 March 2022	31 March 2022	% change during the year
	No. of Shares	% of total shares	No. of Shares	% of total shares

Vama Sundari Investments (Delhi) Private Limited	1,198,549,941	44.17%	1,191,720,742	43.92%	0.25%
HCL Holdings Private Limited	446,662,032	16.46%	446,662,032	16.46%	0.00%
HCL Corporation Private Limited	4,593,104	0.17%	4,593,104	0.17%	0.00%
Kiran Nadar Museum of Art	-	0.00%	4,131,914	0.15%	-0.15%
Ms. Kiran Nadar	494,602	0.02%	494,602	0.02%	0.00%
Mr. Shiv Nadar	736	0.00%	736	0.00%	0.00%
Ms. Roshni Nadar Malhotra	696	0.00%	696	0.00%	0.00%
	1,650,301,111	60.81%	1,647,603,826	60.72%	0.10%

Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash	Nil	Nil
Aggregate number and class of shares allotted as fully paid up by way of bonus shares	1,356,832,548 Equity shares	1,356,832,548 Equity shares
Aggregate number and class of shares bought back	36,363,636 Equityshares	71,363,636 Equityshares

Capital management

The primary objective of the Company’s capital management is to support business continuity and growth of the company while maximizing the shareholder value. The Company has been declaring quarterly dividend for last 20 years. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements have been generally met through operating cash flows generated.

Restricted Stock Unit Plan 2021 (“RSU 2021” or “Plan”)

In November 2021, the Company instituted the Restricted Stock Unit Plan 2021 to provide equity-based incentives to all eligible employees of the Company and its subsidiaries. The Plan is administered by the Nomination and Remuneration Committee (NRC) of the Company through a controlled Trust. A maximum of 11,100,000 Restricted stock units (RSU) may be granted under the Plan. Each RSU granted under the plan entitles the holder to one equity share of the Company at an exercise price, which is approved by the Nomination and Remuneration Committee.

NRC granted RSUs to the eligible employees of the Company and its subsidiaries under the Plan. Subsequent to this grant, the Trust acquired shares from secondary market for the purpose of implementation of the Plan.

A summary of the general terms of grants under RSU 2021 plan is as below:

	RSU Plan 2021
Maximum number of RSUs under theplan	11,100,000
Method of settlement(cash / equity)	Equity
Vesting period(maximum)	5years
Exerciseperiod from the date of vesting (maximum)	6 months

Each RSU granted under the above plan entitles the holder to one equity share of the Company at an exercise price of t 2.

244 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The details of activity under the plan has been summarized below:

	Year ended	Year ended	Year ended	Year ended
	31 March 2023		31 March 2022
	No. of RSUs	Weighted average exercise price ( `)\|No. of<br>RSUs\|Weighted<br>average<br>exercise<br>price (<br>`)
Outstanding at the beginning of the year	7,765,791	2	-	-
Add: Granted duringtheyear	726,164	2	7,956,616	2
Less: Forfeited duringtheyear	(718,540)	-	(190,825)	-
Less: Exercised during the year	(19,847)	2	-	-
RSUs outstandingat the end of theyear	7,753,568	2	7,765,791	2
RSUs exercisable at the end of theyear	137,537	2	-	-

Total number of RSUs granted include 1,524,526 (31 March 2022, 1,476,879) performance based RSUs, including those linked to relative performance parameters against select industry peers, given to certain senior employees. Number of shares expected to vest will be based on actual performance for each of the performance parameters. All other RSUs will vest if the employee continues to be in service on the roles of the Company or its subsidiaries on the vesting date.

Outstanding performance based RSUs includes 282,008 (31 March 2022, 356,383) RSUs granted for which performance targets will be finalized and communicated in subsequent years. Cost for these RSUs will be accounted from date of finalization of performance targets.

The details of exercise price for RSUs outstanding is as below:

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----- Start of picture text -----

Weighted
Number average
Name of the plan Exercise price ( ` ) of RSUs contractual life remaining
outstanding of RSUs
(in years)
Restricted Stock Unit Plan 2021
At 31 March 2023 2 7,753,568 1.4
At 31 March 2022 2 7,765,791 2.3
----- End of picture text -----

The fair value of the awards are determined using the Black-Scholes Model for RSUs with time and non-market performance-based vesting conditions and Monte Carlo simulation model is used for RSUs with market performance based vesting conditions. The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected dividends, expected term and the risk-free rate of interest. Expected volatility during the term of the RSUs is based on historical volatility of the observed market prices of the Company’s publicly traded equity shares during a period equivalent to the expected term of the RSUs. Expected volatility of the selected industry peers have been modelled based on historical movements in the market prices of their publicly traded equity shares during a period equivalent to the expected term of the RSUs. Correlation coefficient is calculated between each peer entity based on the historical weekly share prices of the companies.

The fair value of each equity-settled award granted during the year is estimated on the date of grant using the following assumptions:

	Year ended	Year ended
	31 March 2023	31 March 2022
Weighted average fair value(`)	922	1,046
Weighted average shareprice(`)	1,048	1,171
Exercise Price(`)	2	2
Expected Volatility (%)	25.7 - 33.6	24.8 - 34.4
Life of the optionsgranted(vestingand exerciseperiod)inyears	1.3 - 3.9	1.3 - 3.8
Expected dividends(%)	3.6 - 5.1	3.4
Average risk-free interest rate(%)	4.9 - 7.1	4.2 - 5.4

The expected life of the RSU is estimated based on the vesting term and contractual term of the RSU, as well as expected exercise behavior of the employee who receives the RSU.

245

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.14 Borrowings

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Non-current Current
As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
----- End of picture text -----

	Non-current	Non-current	Current	Current
	As at		As at
	31 March 2023	31 March 2022	31 March 2023	31 March 2022

Long term borrowings
Secured
Term loan from banks(refer note 1 below)	40	33	19	17
Unsecured
Term loans from banks(refer note 2 below)	11	131	121	45
	51	164	140	62
Less: Current maturities of longterm borrowings	-	-	(140)	(62)
	51	164	-	-
Unsecured short term borrowings
Current maturities of longterm borrowings	-	-	140	62
	-	-	140	62

Note:

The Company has term loans of 59 crores (31 March 2022, 50 crores) secured against gross block of vehicles of 141 crores (31 March 2022, 127 crores) at interest rate ranging from 7.45% p.a. to 9.15% p.a.(31 March 2022, 7.70% p.a. to 9.15% p.a.). The loans are repayable over a period of 3 to 5 years on a monthly basis.
An unsecured long term loan of 132 crores (31 March 2022, 176 crores) borrowed from banks at interest rates ranging from 8.35% p.a. to 8.70% p.a. (31 March 2022, 7.0% p.a.). The scheduled principal repayments of term loans are as follows:

	As at	As at
	31 March 2023	31 March 2022
Within oneyear	121	45
One to twoyears	11	121
Two to threeyears	-	10
	132	176

2.15 Trade payables - current

	As at	As at
	31 March 2023	31 March 2022
Tradepayables	356	272
Tradepayables-relatedparties(refer note 2.33)	888	613
	1,244	885

Unbilled and accruals	638	612
Unbilled and accruals-relatedparties(refer note 2.33)	901	716
	1,539	1,328

	2,783	2,213

246 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

	Not	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment
Particulars	Due	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
(i)MSME - undispusted -	23	-	-	-	-	23
(ii)Others - undisputed 1,322	333	879	4	3	2	1,221
1,328	356	879	4	3	2	1,244
Unbilled and accruals						1,539
						2,783

Particulars	Not Due	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment	Outstanding as at 31 March 2022 from the due date of payment
		Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
(i)MSME -	10	1	-	-	-	11
(ii)Others 1,810	248	615	7	1	3	874
1,819	258	616	7	1	3	885
Unbilled and accruals						1,328
						2,213

Relationship with Struck off companies

			Year ended	Year ended	Year ended	Year ended
f f	Nature f		31 March 2023		31 March 2022
Name o the struck o Company	o Transactions	Relationship	Transaction	Balance outstanding	Transaction	Balance outstanding
Techphilic Private Limited	Payables	Vendor	-	-	-*	-
Divine Right Elevators Pvt. Ltd.	Payables	Vendor	-	-	-*	-*
Zarunodaya Electromechanical Pvt. Ltd.	Payables	Vendor	-*	-	-	-
Rushabhdev Commodities Broking	Receivables	Customer	-*	-	-	-
SRV Commodities Pvt. Ltd.	Receivables	Customer	-*	-	-	-
Mountain ValleySprrings Pvt. Ltd.	Receivables	Customer	-*	-	-	-

amounts are less than 0.50 crores

2.16 Other financial liabilities

	As at	As at
	31 March 2023	31 March 2022
Non - current
Carried at amortized cost
Employee bonuses accrued	1	1
Capital accountspayables	13	24
Carried at fair value through other comprehensive income
Unrealized loss on derivative fnancial instruments[refer note 2.31(a)]	15	-
	29	25

247

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

	As at	As at
	31 March 2023	31 March 2022
Current
Carried at amortized cost
Interest accrued but not due on borrowings	1	1
Unclaimed dividends	8	8
Accrued salaries and benefts
Employee bonuses accrued	976	931
Other employee costs	621	583
Others
Liabilities towards customer contracts	66	68
Capital accountspayables	177	276
Capital accountspayables-relatedparties(refer note 2.33)	-	1
Others	5	22
	1,854	1,890
Carried at fair value through other comprehensive income
Unrealized loss on derivative fnancial instruments[refer note 2.31(a)]	6	-
Carried at fair value through proft and loss
Unrealized loss on derivative fnancial instruments[refer note 2.31(a)]	7	8
	1,867	1,898

2.17 Contract liabilities

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As at
31 March 2023 31 March 2022
Non - Current
Contract liabilities (refer note 2.21) 154 118
Contract liabilities - related parties (refer note 2.21 and 2.33) - 1
154 119
Current
Contract liabilities (refer note 2.21) 1,210 1,102
Contract liabilities - related parties (refer note 2.21 and 2.33) 2,498 2,152
3,708 3,254
----- End of picture text -----

2.18 Provisions

	As at	As at
	31 March 2023	31 March 2022
Non - Current
Provision for employee benefts
Provision forgratuity (refer note 2.32)	627	675
Provision for leave benefts	252	283
	879	958
Current
Provision for employee benefts
Provision forgratuity (refer note 2.32)	141	114
Provision for leave benefts	120	126
Otherprovisions	22	-
	283	240

248

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.19 Other non-current liabilities

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
Others deposits 40 32
40 32
----- End of picture text -----

2.20 Other current liabilities

	As at	As at
	31 March 2023	31 March 2022
Advances received from customers	101	58
Withholdingand other taxespayable	291	250
	392	308

2.21 Revenue from operations

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Sale of services 46,091 40,461
Sale of hardware and software 185 177
46,276 40,638
----- End of picture text -----

Disaggregate Revenue information

The disaggregated revenue as per geography is as follows

	Year ended	Year ended
	31 March 2023	31 March 2022
Geography wise
America	13,533	13,574
Europe	24,188	18,594
India*	3,954	3,236
Rest of world	4,601	5,234
	46,276	40,638

includes revenue billed to India based captive of global customers

Remaining performance obligations

Remaining performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). As at 31 March 2023, the aggregate amount of transaction price allocated to remaining performance obligation as per the requirements of Ind AS 115 was r 43,633 crores (31 March 2022, r 39,747 crores) out of which, approximately 40% (31 March 2022, 42%) is expected to be recognized as revenues within one year and the balance beyond one year. These amounts are not adjusted for variable consideration allocated to remaining performance obligation, which are not probable. These amounts also exclude contracts for which we recognize revenues based on the right to invoice for services performed and contracts where consideration is in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

Contract balances

Contract assets : r 162 crores of contract assets as on 31 March 2023, pertains to current year.

Standalone Financial Statements 249

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Contract liabilities :

The below table discloses the movement in the balance of contract liabilities :

	Year ended	Year ended
	31 March 2023	31 March 2022
Balance as at beginningof theyear	3,373	2,542
Additional amounts billed but not recognized as revenue	2,231	1,670
Deduction on account of revenues recognized duringtheyear	(1,750)	(843)
Translation exchange diferences	8	4
Balance as at end of theyear	3,862	3,373

Deferred contract cost: Deferred contract cost primarily represents the contract fulfilment cost and cost for obtaining the contract. The below table discloses the significant movement in deferred contract cost :

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Balance as at beginning of the year 501 444
Additional cost capitalised during the year 130 193
Deduction on account of cost amortised during the year (210) (136)
Translation exchange differences 3 -
Balance as at end of the year 424 501
----- End of picture text -----

Reconciliation of revenue recognised with the contracted price is as follows:

	Year ended	Year ended
	31 March 2023	31 March 2022
Contractprice	46,413	40,805
Reduction towards variable consideration components	(137)	(167)
Revenue recognised	46,276	40,638

The reduction towards variable consideration comprises of volume discounts, service level credits, etc.

2.22 Other income

	Year ended	Year ended
	31 March 2023	31 March 2022
Interest income
- On debt securities	193	190
- On bank and other deposits	351	272
- On income tax refund	1	1
- On others	13	29
Proft on sale of debt securities	-	10
Income on investments carried at fair value throughproft and loss
- Unrealizedgains(loss)on fair value changes on mutual funds	3	1
- Proft on sale of mutual funds	95	87
Dividends from subsidiarycompanies	84	84
Proft on sale ofproperty,plant and equipment(net) (refer note below)	165	21
Exchange diferences(net)	83	157
Miscellaneous income	43	28
	1,031	880

Note: Net of loss on sale of property, plant & equipment r 2 crores (previous year, ` 3 crores).

250 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.23 Changes in inventories of stock-in-trade

	Year ended	Year ended
	31 March 2023	31 March 2022
Openingstock	23	18
Less : Closingstock	35	23
	(12)	(5)

2.24 Employee benefits expense

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Salaries, wages and bonus	18,868	15,128
Contribution toprovident fund and other employee funds	752	623
Share basedpayments to employees	62	17
Staf welfare expenses	117	104
	19,799	15,872

2.25 Finance cost

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Interest
-on loans from banks	17	5
-on lease liabilities	44	49
-on direct taxes	44	43
-others	12	6
Bank charges	10	6
	127	109

2.26 Other expenses

	Year ended	Year ended
	31 March 2023	31 March 2022
Rent(refer note 2.30)	7	16
Power and fuel	189	168
Insurance	75	62
Repairs and maintenance
- Plant and equipment	41	47
- Buildings	69	74
- Others	261	216
Communication costs	141	118
Travel and conveyance	499	219
Legal andprofessional charges	140	146
Software license fee	597	460
Rates and taxes	54	18
Recruitment, trainingand development	273	256
Expenditure toward corporate social responsibilityactivities(refer note 3.39)	238	216
Provision for doubtful debts/bad debts written of(net)	18	4
Others	185	207
	2,787	2,227

251

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.27 Income taxes

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Income tax charged to statement of profit and loss
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Income tax charged to statement ofproft and loss
Current income tax charge	3,045	2,464
Deferred tax(credit)charge	212	(70)
	3,257	2,394
Income tax charged to other comprehensive income
Expense(beneft)on re-measurements of defned beneftplans	63	13
Expense(beneft)on revaluation of cash fow hedges	(79)	(2)
Expense(beneft)on unrealizedgain(loss)on debt instruments	(3)	(9)
	(19)	2

The reconciliation between the Company’s provision for income tax and amount computed by applying the statutory income tax rate in India is as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Profit before tax 14,716 13,268
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Proft before tax	14,716	13,268
Statutorytax rate in India	34.94%	34.94%
Expected tax expense	5,142	4,636
Tax efect of adjustments to reconcile expected tax expense to reported tax expense
Non-taxable export income	(1,739)	(1,679)
Non-taxable other income	(66)	(40)
Reversal due to settlement of uncertain taxpositions andpriorperiodprovisions	(64)	(509)
Others(net)	(16)	(14)
Total taxes	3,257	2,394
Efective income tax rate	22.14%	18.04%

The company has benefited from certain tax incentives that the Government of India has provided for the units situated in Special Economic Zones (SEZs) under the Special Economic Zone Act, 2005, which began providing services on or after April 1, 2005. The eligible units are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years from the year of commencement of operations and 50% of such profits and gains for the next five years. Certain tax benefits are also available for a further period of five years subject to meeting reinvestment conditions. The aforesaid tax benefits will not be available to units setup after 31 March 2021.

The Company is subject to Minimum Alternate Tax (MAT) on its book profits, which gives rise to future economic benefits in the form of adjustment of future income tax liability. MAT paid for a year can be set-off against the normal tax liability within fifteen subsequent years, expiring between the years 2023 to 2035.

Corporate taxpayers can opt for a specified lower tax rate in lieu of current applicable tax rate subject to taxpayers not claiming any specified tax incentives including tax incentives available to special economic zone units and carryover of unutilized MAT credit ('new tax regime'). The Company will opt for new tax regime in the year new tax regime is beneficial to the Company.

The tax returns are subject to examination by the tax authorities in the jurisdictions where the Company conducts business. Regular tax examination is open for India, for tax years beginning 1 April 2019 onward and certain matters relating to prior years for which the tax assessment has already got concluded are subject to ongoing litigations, appeals and reassessment proceedings. The Company has significant intercompany transactions with its subsidiaries and has also filed for bilateral advance pricing agreements in certain jurisdictions starting from 1 April 2017 for which the resolutions are yet to be reached. These may result in assessment of additional taxes that may need to be resolved with the authorities or through legal proceedings. Resolution of these matters involves some degree of uncertainty; accordingly, the Company recognizes income tax liability that it believes will ultimately result from the proceedings.

252 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Components of deferred tax assets and liabilities as on 31 March 2023

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----- Start of picture text -----

Recognised
Opening balance in profit and Recognized loss reclassified in / balanceClosing
from OCI
----- End of picture text -----

	Opening balance	Recognized in proft and loss	Recognised in / reclassifed from OCI	Closing balance

Deferred tax assets
MAT credit entitlement	2,358	(285)	-	2,073
Provision for doubtful debts	88	6	-	94
Accrued employee costs	406	50	(63)	393
Property,plant and equipment	-	3	-	3
Others	184	(18)	-	166
Gross deferred tax assets(A)	3,036	(244)	(63)	2,729
Deferred tax liabilities
Property, plant and equipment	96	5	-	101
Intangibles and goodwill	2,104	(41)	-	2,063
Unrealizedgain on derivative fnancial instruments	96	-	(79)	17
Others	4	4	(3)	5
Gross deferred tax liabilities (B)	2,300	(32)	(82)	2,186
Net deferred tax assets(A-B)	736	(212)	19	543

Components of deferred tax assets and liabilities as on 31 March 2022

	Opening balance	Recognized in proft and loss	Recognised in / reclassifed from OCI	Closing balance
Deferred tax assets
MAT credit entitlement	2,204	154	-	2,358
Provision for doubtful debts	93	(5)	-	88
Accrued employee costs	373	46	(13)	406
Others	210	(26)	-	184
Gross deferred tax assets(A)	2,880	169	(13)	3,036
Deferred tax liabilities
Property, plant and equipment	80	16	-	96
Intangibles and goodwill	2,021	83	-	2,104
Unrealizedgain on derivative fnancial instruments	98	-	(2)	96
Others	13	-	(9)	4
Gross deferred tax liabilities (B)	2,212	99	(11)	2,300
Net deferred tax assets(A-B)	668	70	(2)	736

253

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.28 Components of other comprehensive income

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
A Items that will not be reclassified to statement of profit and loss
----- End of picture text -----

		Year ended	Year ended
		31 March 2023	31 March 2022
A	Items that will not be reclassifed to statement ofproft and loss

	Remeasurement of defned beneftplans
	Openingbalance(net of tax)	35	12
	Actuarialgains or loss	175	36
	Income tax expense	(63)	(13)
	Closingbalance(net of tax)	147	35

B	Items that will be reclassifed subsequently to statement ofproft and loss

	Foreign currency translation reserve
	Openingbalance	4	15
	Foreign currencytranslation	21	(11)
	Closingbalance	25	4

	Cash fow hedging reserve
	Openingbalance(net of tax)	466	183
	Unrealizedgains(losses)	(381)	531
	Net gain reclassifed into statement of proft and loss on occurrence of hedged transactions	(85)	(250)
	Income tax beneft	79	2
	Closingbalance(net of tax)	79	466

	Unrealizedgain debt instruments
	Openingbalance(net of tax)	4	22
	Unrealized losses	(8)	(27)
	Income tax beneft	3	9
	ClosingBalance(net of tax)	(1)	4
	TOTAL(B)	103	474

2.29 Earnings per equity share (EPS)

The computation of earnings per equity share is as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Net profit as per statement of profit and loss 11,459 10,874
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Netproft asper statement ofproft and loss	11,459	10,874
Weighted average number of equityshares outstandingin calculatingbasic EPS	2,707,383,472	2,712,044,398
Dilutive efect of Restricted stock units outstanding	3,315,727	383,404
Weighted average number of equityshares outstandingin calculatingdiluted EPS	2,710,699,199	2,712,427,802
Nominal value of equityshares(inr)	2	2
Earningsper equityshare(inr)
- Basic	42.32	40.10
- Diluted	42.27	40.09

254 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.30 Leases

(a) Company as a lessee

The Company’s significant leasing arrangements are in respect of leases for office spaces, leasehold land and IT equipments. The details of the right-of-use assets held by the Company is as follows:

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----- Start of picture text -----

Computers
Leasehold and
land Buildings networking Total
equipments
----- End of picture text -----

	Leasehold land	Buildings	Computers and networking equipments	Total

Balance as at 1 April 2021	277	617	-	894
Depreciation	(6)	(165)	-	(171)
Additions	65	106	2	173
Derecognition	-	(20)	-	(20)
Translation exchange diferences	-	(1)	-	(1)
Balance as at 31 March 2022	336	537	2	875
Balance as at 1 April 2022	336	537	2	875
Depreciation	(4)	(167)	-	(171)
Additions	2	172	-	174
Derecognition	(9)	(48)	-	(57)
Translation exchange diferences	-	3	-	3
Balance as at 31 March 2023	325	497	2	824

The reconciliation of lease liabilities is as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Balance as at beginning of theyear	654	718
Additions	185	114
Amounts recognized in statement ofproft and loss as interest expense	44	49
Payment of lease liabilities	(221)	(207)
Derecognition	(56)	(20)
Translation exchange diferences	2	-
Balance as at end of theyear	608	654

The lease rental expense relating to short-term leases recognized in the statement of profit and loss for the year amounted to r 7 crores (Previous year, r 16 crores).

The following table presents a maturity analysis of expected undiscounted cash flows for lease liabilities :

	As at	As at
	31 March 2023	31 March 2022
Within oneyear	208	204
One to twoyears	160	174
Two to threeyears	129	125
Three to fveyears	165	187
Thereafter	37	81
Total leasepayments	699	771
Imputed interest	(91)	(117)
Total lease liabilities	608	654

Certain lease agreements include options to terminate or extend the leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

255

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(b) Company as a lessor

The Company has given IT equipments to its customers on a finance lease basis. The future lease receivables in respect of assets given on finance lease are as follows:

	Total minimum lease payments receivable	Interest included in minimum lease payments receivable	Present value of minimum lease payments receivable
As at 31 March 2023
Not later than oneyear	106	5	101
Later than oneyear and not later than 5years	102	5	97
	208	10	198
As at 31 March 2022
Not later than oneyear	97	3	94
Later than oneyear and not later than 5years	72	2	70
	169	5	164

2.31 Financial instruments

(a) Derivatives

The Company is exposed to foreign currency fluctuations on assets / liabilities and forecast cash flows denominated in foreign currency. The use of derivatives to hedge the risk is governed by the Company’s strategy, which provides principles on the use of such forward contracts and currency options consistent with the Company’s Risk Management Policy. The counterparty in these derivative instruments is a bank and the Company considers the risks of nonperformance by the counterparty as insignificant. The Company has entered into a series of foreign exchange forward contracts and options that are designated as cash flow hedges and the related forecasted transactions extend through March 2028. The Company does not use these derivative instruments for speculative purposes.

The following table presents the aggregate notional principal amounts of the outstanding derivative instruments which have been designated as cash flow hedges:

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----- Start of picture text -----

Notional principal Balance sheet
amounts exposure
Foreign exchange forward denominated in Notional (amount in million) Asset (Liability) ( r )
currency
31 March 31 March 31 March 31 March
2023 2022 2023 2022
----- End of picture text -----

Foreign exchange forward denominated in	Notional currency	Notional principal amounts (amount in million)	Notional principal amounts (amount in million)	Balance sheet exposure Asset(Liability) (r)	Balance sheet exposure Asset(Liability) (r)
		31 March 2023	31 March 2022	31 March 2023	31 March 2022

Forward contracts(Sell covers)
USD / INR	USD	1,622	1,461	(77)	299
GBP / INR	GBP	90	60	19	33
EUR / INR	EUR	170	117	52	103
CHF / INR	CHF	55	46	1	15
SEK / INR	SEK	330	585	44	56
AUD / INR	AUD	96	103	30	7
NOK / INR	NOK	60	105	6	1
CAD / INR	CAD	26	31	6	1
JPY / INR	JPY	6,655	1,945	14	15
Range Forward(Sell covers)
USD / INR	USD	599	305	26	23
GBP / INR	GBP	7	-	-	-
EUR / INR	EUR	6	29	-	22
				121	575

The Company has entered into derivatives instrument not designated as hedging relationship by way of foreign exchange forwards, currency options and futures contracts. As at 31 March 2023 and 2022, the notional principal amount of outstanding contracts aggregated to r 4,733 crores and r 4,240 crores, respectively and the respective balance sheet exposure of these contracts have a net gain of r 6 crores and net loss of r 1 crores.

256 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The notional amount is a key element of derivative financial instrument agreements. However, notional amounts do not represent the amount exchanged by counterparties and do not measure the Company’s exposure to credit risk as these contracts are settled at their fair values at the maturity date.

The balance sheet exposure denotes the fair values of these contracts at the reporting date and is presented in r crores. The Company presents its foreign exchange derivative instruments on a net basis in the financial statements due to the right of offset by its individual counterparties under master netting agreements.

The fair value of the derivative instruments presented on a gross basis as at each date indicated below is as follows:

	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023
	Financial assets		Financial liabilities		Total fair value
	Current	Non current	Current	Non current
Derivatives designated as hedging instruments
Foreign exchange contracts in an assetposition	160	117	81	54	412
Foreign exchange contracts in a liability position	(81)	(54)	(87)	(69)	(291)
Net asset(liability)	79	63	(6)	(15)	121
Derivatives not designated as hedging instruments
Foreign exchange contracts in an assetposition	18	-	5	-	23
Foreign exchange contracts in a liability position	(5)	-	(12)	-	(17)
Net asset(liability)	13	-	(7)	-	6
Total derivatives at fair value	92	63	(13)	(15)	127

	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022
	Financial assets		Financial liabilities		Total fair value
	Current	Non current	Current	Non current
Derivatives designated as hedging instruments
Foreign exchange contracts in an assetposition	291	290	4	2	587
Foreign exchange contracts in a liability position	(4)	(2)	(4)	(2)	(12)
Net asset(liability)	287	288	-	-	575
Derivatives not designated as hedging instruments
Foreign exchange contracts in an assetposition	14	-	7	-	21
Foreign exchange contracts in a liability position	(7)	-	(15)	-	(22)
Net asset(liability)	7	-	(8)	-	(1)
Total derivatives at fair value	294	288	(8)	-	574

The following tables set forth the fair value of derivative instruments included in the balance sheets as at each date indicated:

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Derivatives designated as hedging instruments
Unrealizedgain on fnancial instruments classifed under current assets	79	287
Unrealizedgain on fnancial instruments classifed under non-current assets	63	288
Unrealized loss on fnancial instruments classifed under current liabilities	(6)	-
Unrealized loss on fnancial instruments classifed under non-current liabilities	(15)	-
	121	575
Derivatives not designated as hedging instruments
Unrealizedgain on fnancial instruments classifed under current assets	13	7
Unrealized loss on fnancial instruments classifed under current liabilities	(7)	(8)
	6	(1)

257

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Maturity profile of derivative liabilities based on contractual payments is as below:

	As at	As at
	31 March 2023	31 March 2022
Within oneyear	13	8
One to twoyears	8	-
Two to threeyears	4	-
Three to fveyears	3	-
	28	8

The following table summarizes the activities in the statement of profit and loss and other comprehensive income:

	Year ended	Year ended
	31 March 2023	31 March 2022
Derivatives in hedging relationships
Efectiveportion ofgain or(loss)recognized in OCI on derivatives	(381)	531
Efectiveportion ofgain reclassifed from OCI into statement ofproft and loss as "revenue"	85	250
Derivatives not in hedging relationships
Gain or(loss)recognized into statement ofproft and loss as "exchange diferences"	(193)	83

The following table summarizes the activity in the accumulated ‘Other comprehensive income’ within equity related to all derivatives classified as cash flow hedges:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Gain as at the beginningof theyear	562	281
Unrealizedgain on cash fow hedgingderivatives duringtheyear	(381)	531
Netgain reclassifed into statement ofproft and loss on occurrence of hedged transactions	(85)	(250)
Gain as at the end of theyear	96	562
Deferred tax liability	(17)	(96)
Cash fow hedgingreserve(net of tax)	79	466

The estimated net amount of existing gain that is expected to be reclassified into the statement of profit and loss within the next twelve months is of r 48 crores (Previous year, gain of r 274 crores).

(b) Financial assets and liabilities

The carrying value of financial instruments by categories as at 31 March 2023 is as follows:

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----- Start of picture text -----

Fair value
Fair value through Amortized Total
through other cost carrying
profit and loss comprehensive value
income
----- End of picture text -----

	Fair value through proft and loss	Fair value through other comprehensive income	Amortized cost	Total carrying value

Financial assets
Investments(other than in subsidiaries)	1,501	3,601	-	5,102
Trade receivables(includingunbilled)	-	-	12,995	12,995
Cash and cash equivalents	-	-	2,374	2,374
Other bank balances	-	-	3,857	3,857
Loans	-	-	2,602	2,602
Others	13	142	1,323	1,478
Total	1,514	3,743	23,151	28,408
Financial liabilities
Borrowings	-	-	191	191
Lease liabilities	-	-	608	608
Tradepayables(includingunbilled and accruals)	-	-	2,783	2,783
Others	7	21	1,868	1,896
Total	7	21	5,450	5,478

258

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The carrying value of financial instruments by categories as at 31 March 2022 is as follows:

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----- Start of picture text -----

Fair value
Fair value through Amortized Total
through other cost carrying
profit and loss comprehensive value
income
----- End of picture text -----

	Fair value through proft and loss	Fair value through other comprehensive income	Amortized cost	Total carrying value

Financial assets
Investments(other than in subsidiaries)	2,256	3,783	-	6,039
Trade receivables(includingunbilled)	-	-	11,204	11,204
Cash and cash equivalents	-	-	2,907	2,907
Other bank balances	-	-	1,942	1,942
Loans	-	-	3,208	3,208
Others	7	575	646	1,228
Total	2,263	4,358	19,907	26,528
Financial liabilities
Borrowings	-	-	226	226
Lease liabilities	-	-	654	654
Tradepayables(includingunbilled and accruals)	-	-	2,213	2,213
Others	8	-	1,915	1,923
Total	8	-	5,008	5,016

Transfer of financial assets

The Company in the normal course of business sells certain trade receivables to banks. Under the terms of arrangements, the Company surrenders control over these assets and transfer is on a non-recourse basis.

During the year ended 31 March 2023 and 2022, the Company has sold certain trade receivables on non-recourse basis. Gains or losses on the sales are recorded at the time of transfers of these receivables and are immaterial.

Fair value hierarchy

The assets and liabilities measured at fair value on a recurring basis as at 31 March 2023 and the basis for that measurement is as below:

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----- Start of picture text -----

Fair value Level 1 inputs Level 2 inputs Level 3 inputs
----- End of picture text -----

	Fair value	Level 1 inputs	Level 2 inputs	Level 3 inputs

Assets
Investments carried at fair value throughproft and loss	1,501	1,501	-	-
Investments carried at fair value through other comprehensive income	3,601	-	3,601	-
Unrealizedgain on derivative fnancial instruments	155	-	155	-
Liabilities
Unrealized loss on derivative fnancial instruments	28	-	28	-

The following table discloses the assets and liabilities measured at fair value on a recurring basis as at 31 March 2022 and the basis for that measurement:

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----- Start of picture text -----

Fair value Level 1 inputs Level 2 inputs Level 3 inputs
----- End of picture text -----

	Fair value	Level 1 inputs	Level 2 inputs	Level 3 inputs

Assets
Investments carried at fair value throughproft and loss	2,256	2,256	-	-
Investments carried at fair value through other comprehensive income	3,783	-	3,783	-
Unrealizedgain on derivative fnancial instruments	582	-	582	-
Liabilities
Unrealized loss on derivative fnancial instruments	8	-	8	-

There have been no transfers between Level 1 and Level 2 during the current and previous year

Valuation methodologies

Investments: The Company’s investments consist of investment in debt linked mutual funds which are determined using quoted prices or identical quoted prices of assets or liabilities in active markets and are classified as Level 1. Fair value of corporate debt securities is determined using observable markets’ inputs and is classified as Level 2.

259

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Derivative financial instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange contracts and options. Fair values for derivative financial instruments are based on counter party quotations and are classified as Level 2.

The company assessed that fair value of cash and cash equivalent, loans, short-term deposits, trade receivables, other current financial assets, trade payables, bank overdrafts and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(c) Financial risk management

The Company is exposed to market risk, credit risk and liquidity risk which may impact the fair value of its financial instruments. The Company has a risk management policy to manage and mitigate these risks.

The Company's risk management policy aims to reduce volatility in financial statements while maintaining balance between providing predictability in the Company's business plan along with reasonable participation in market movement.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk and interest rate risk. The Company is primarily exposed to fluctuation in foreign currency exchange rates.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in exchange rates. The Company’s exposure to the risk of changes in exchange rates relates primarily to the Company’s operations and the Company’s net investments in foreign branches.

The exchange rate risk primarily arises from assets and liabilities denominated in currencies other than the functional currency of the respective branches and foreign currency forecasted revenue and cash flows. A significant portion of the Company revenue is in US Dollar, Pound Sterling (GBP) and Euro while a large portion of costs are in Indian rupees. The fluctuation in exchange rates in respect to the Indian rupee may have potential impact on the statement of profit and loss and other comprehensive income and equity.

To mitigate the foreign currency risk the Company uses derivatives as governed by the Company’s strategy, which provides principles on the use of such forward contracts and currency options consistent with the Company’s Risk Management Policy.

Appreciation/depreciation of 1% in respective foreign currencies with respect to functional currency of the Company and its branches would result in increase/decrease in the Company’s profit before tax by approximately r 98 crores (31 March 2022, r 70 crores) for the year ended 31 March 2023.

The rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 1% against the respective functional currencies of the Company and its branches. The sensitivity analysis presented above may not be representative of the actual change.

Non-derivative foreign currency exposure as of 31 March 2023 and 31 March 2022 in major currencies is as below:

	Financial assets	Financial assets	Financial liabilities	Financial liabilities
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
USD / INR	7,261	6,711	1,533	1,395
GBP / INR	856	540	73	34
EUR / INR	1,306	948	176	129

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s investments are primarily in fixed rate interest bearing investments. Hence the Company is not significantly exposed to interest rate risk.

Credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables, finance lease receivables, investment securities and derivative instruments. The cash resources of the Company are invested with mutual funds, banks, financial institutions and corporations after an evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties.

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables, unbilled receivables and finance lease receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of trade receivables, contract assets, unbilled receivables and finance lease receivables. The Company also outsourced selected client related credit risks to financial markets through "Non-recourse assignment" of receivables.

260

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The allowance for lifetime expected credit loss on customer balances is as below:

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Balance at the beginningof theyear	196	217
Additionalprovision duringtheyear	64	35
Deductions on account of write ofs and collections	(74)	(57)
Translation exchange diferences	1	1
Balance at the end of theyear	187	196

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The investment philosophy of the Company is capital preservation and liquidity in preference to returns. The Company consistently generates sufficient cash flows from operations and has access to multiple sources of funding to meet the financial obligations and maintain adequate liquidity for use.

Maturity profile of the Company’s financial liabilities based on contractual payments is as below:

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----- Start of picture text -----

Year 4-5
Year 1 Year 2 Year 3
and Total
(Current) thereafter
----- End of picture text -----

	Year 1 (Current)	Year 2	Year 3	Year 4-5 and thereafter	Total

As at 31 March 2023
Borrowings	150	30	15	11	206
Lease liabilities	208	160	129	202	699
Tradepayables(includingunbilled and accruals)	2,783	-	-	-	2,783
Derivative fnancial liabilities	13	8	4	3	28
Other fnancial liabilities	1,853	17	-	-	1,870
Total	5,007	215	148	216	5,586

As at 31 March 2022
Borrowings	77	141	22	9	249
Lease liabilities	204	174	125	268	771
Tradepayables(includingunbilled and accruals)	2,213	-	-	-	2,213
Derivative fnancial liabilities	8	-	-	-	8
Other fnancial liabilities	1,889	14	13	-	1,916
Total	4,391	329	160	277	5,157

2.32 Employee benefits

The Company has calculated the various benefits provided to employees as shown below:

(A) Defined contribution plans and state plans

Superannuation Fund

Employer’s contribution to Employee Pension Scheme

During the year the Company has recognized the following amounts in the statement of profit and loss :-

	Year ended	Year ended
	31 March 2023	31 March 2022
Superannuation Fund	13	12
Employer’s contribution to Employee’s Pension Scheme	163	154
Total	176	166

The Company has contributed r 106 crores (previous year, r 47 crores) towards other defined contribution plans of branches outside India.

261

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(B) Defined benefit plans

(a) Gratuity
(b) Employer’s contribution to provident fund

Gratuity

The following table sets out the status of the gratuity plan :

Statement of profit and loss

	Year ended	Year ended
	31 March 2023	31 March 2022
Current Service cost	202	155
Interest cost(net)	49	42
Net beneft expense	251	197

Balance Sheet

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
Defined benefit obligations 784 807
----- End of picture text -----

Defned beneft obligations	31 March 2023 784	31 March 2022 807
Fair value ofplan assets	16	18
Netplan liability	768	789
Current defned beneft obligations	141	114
Non-current defned beneft obligations	627	675

Changes in present value of the defined benefit obligations are as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Opening defined benefit obligations 807 728
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Openingdefned beneft obligations	807	728
Current service cost	202	155
Interest cost	50	43
Re-measurementgains(losses)in OCI
Actuarial changes arisingfrom changes in demographic assumptions	(26)	-
Actuarial changes arisingfrom changes in fnancial assumptions	(100)	(15)
Experience adjustments	(49)	(19)
Beneftspaid	(100)	(85)
Closing defned beneft obligations	784	807

Changes in fair value of the plan assets are as follows:

	Year ended	Year ended
	31 March 2023	31 March 2022
Openingfair value ofplan assets	18	19
Interest income	1	1
Contributions	100	82
Re-measurementgains(losses)in OCI	-	-
Beneftspaid	(103)	(84)
Closing fair value ofplan assets	16	18

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

262 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The principal assumptions used in determining gratuity for the Company’s plans are shown below:

	As at	As at
	31 March 2023	31 March 2022
Discount rate	7.40%	6.75%
Estimated Rate of salaryincreases	6.50%	8.00%
Expected rate of return on assets	7.40%	6.75%

The estimates of future salary increases, considered in the actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. Inherent risk exists for the Company that any adverse salary growth or demographic experience or inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature the plan is not subject to any longevity risks.

Discount rate and future salary escalation rate are the key actuarial assumptions to which the defined benefit obligation are particularly sensitive. The following table summarizes the impact on defined benefit obligation as at 31 March 2023 arising due to an increase/decrease in key actuarial assumptions by 50 basis points:

	Discount rate	Discount rate	Salary escalation rate	Salary escalation rate
	As at		As at
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Impact of increase	(21)	(26)	21	26
Impact of decrease	22	27	(21)	(25)

The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligations as sensitivities have been calculated to show the movement in defined benefit obligations in isolation and assuming there are no other changes in market conditions. There have been no changes from the previous years in the methods and assumptions used in preparing the sensitivity analysis.

The defined benefit obligations are expected to mature after 31 March 2023 as follows:

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----- Start of picture text -----

Year ending 31 March Cash flows
----- End of picture text -----

Year ending 31 March	Cash fows

- 2024	135
- 2025	139
- 2026	169
- 2027	222
- 2028	229
- Thereafter	2,951

The weighted average duration for the payment of these cash flows is 5.64 years.

Employer’s contribution to provident fund

The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India based on the assumption mentioned below.

The details of the fund and plan asset position are given below:-

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----- Start of picture text -----

31 March 2023 31 March 2022
----- End of picture text -----

	31 March 2023	31 March 2022

Fair value ofplan assets at theyear end	6,495	5,566
Present value of beneft obligation at year end	6,495	5,566
Net liability recognized in balance sheet	-	-

The amount of net liability as at 31 March 2023 has been recognized in the other comprehensive income.

Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach:

	31 March 2023	31 March 2022
Government of India(GOI)bondyield	7.40%	6.75%
Remainingterm of maturity	7.51years	7.60years
Expectedguaranteed interest rate	8.15%	8.10%

During the year ended 31 March 2023, the Company has contributed r 445 crores (previous year, r 331 crores) towards employer's contribution to provident fund..

263

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.33 Related party transactions

(a) Related parties where control exists

List of subsidiaries as at 31 March 2023 and 31 March 2022 is as below:

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

Direct subsidiaries
1	HCL Comnet Systems & Services Limited	India	100%	100%
2	HCL Bermuda Limited	Bermuda	100%	100%
3	HCL Technologies(Shanghai)Limited	China	100%	100%
4	HCL Singapore Pte. Limited	Singapore	100%	100%
5	HCL Training& StafngServices Private Limited	India	100%	100%
6	Geometric Americas,Inc.	USA	100%	100%
7	HCL Asia Pacifc Pte. Ltd.	Singapore	100%	100%
8	Geometric Europe GmbH	Germany	100%	100%
9	SankalpSemiconductor Private Limited	India	100%	100%
10	H C L Technologies Lanka(Private)Limited	Sri Lanka	100%	100%
11	HCL Technologies Jigani Limited ^	India	100%	-
Step down subsidiaries of direct subsidiaries
12	HCL Great Britain Limited	UK	100%	100%
13	HCL Australia Services Pty. Limited	Australia	100%	100%
14	HCL(New Zealand)Limited	New Zealand	100%	100%
15	HCL HongKongSAR Limited	HongKong	100%	100%
16	HCL Japan Limited	Japan	100%	100%
17	HCL America Inc.	USA	100%	100%
18	HCL Technologies Austria GmbH	Austria	100%	100%
19	HCL Software Products Limited	India	100%	100%
20	HCL Poland Sp.z.o.o	Poland	100%	100%
21	HCL EAS Limited	UK	100%	100%
22	HCL Insurance BPO Services Limited	UK	100%	100%
23	Axon GroupLimited	UK	100%	100%
24	HCL Canada Inc.	Canada	100%	100%
25	HCL Technologies Solutions GmbH	Switzerland	100%	100%
26	Axon Solutions Pty. Limited !	Australia	-	100%
27	Axon Solutions Limited	UK	100%	100%
28	HCL Technologies Malaysia Sdn. Bhd.	Malaysia	100%	100%
29	Axon Solutions(Shanghai)Co. Limited	China	100%	100%
30	HCL Technologies(Proprietary)Ltd %	South Africa	48%	48%
31	HCL Argentina s.a.	Argentina	100%	100%
32	HCL Technologies Mexico S. de R.L.	Mexico	100%	100%
33	HCL Technologies Romania s.r.l.	Romania	100%	100%
34	HCL Technologies Startschema Kft. (Formerly"HCL HungaryKft")	Hungary	100%	100%
35	HCL Latin America HoldingLLC	USA	100%	100%
36	HCL (Brazil) Tecnologia da Informacao LTDA (Formerly "HCL(Brazil)Technologia da informacao EIRELI")	Brazil	100%	100%
37	HCL Technologies Denmark Aps	Denmark	100%	100%
38	HCL Technologies NorwayAS	Norway	100%	100%

264

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

39	PT. HCL Technologies Indonesia Limited	Indonesia	100%	100%
40	HCL Technologies Philippines Inc.	Philippines	100%	100%
41	HCL Technologies South Africa(Proprietary)Limited %	South Africa	36%	36%
42	HCL Arabia LLC	Saudi Arabia	100%	100%
43	HCL Technologies France SAS	France	100%	100%
44	Filial Espanola De HCL Technologies S.L	Spain	100%	100%
45	Anzospan Investments PtyLimited %	South Africa	70%	70%
46	HCL Investments(UK)Limited	UK	100%	100%
47	Statestreet HCL HoldingUK Limited **	UK	100%	100%
48	Statestreet HCL Services(Philippines)Inc. **	Philippines	100%	100%
49	Statestreet HCL Services(India)Private Limited **	India	100%	100%
50	HCL America Solutions Inc.	USA	100%	100%
51	HCL Technologies Chile Spa	Chile	100%	100%
52	HCL Technologies UK Limited	UK	100%	100%
53	HCL Technologies B.V.	Netherlands	100%	100%
54	HCL(Ireland)Information Systems Limited	Ireland	100%	100%
55	HCL Technologies GermanyGmbH	Germany	100%	100%
56	HCL Technologies Belgium BV (Formerly"HCL Technologies Belgium BVBA")	Belgium	100%	100%
57	HCL Technologies Sweden AB	Sweden	100%	100%
58	HCL Technologies Finland Oy	Finland	100%	100%
59	HCL Technologies ItalyS.P.A	Italy	100%	100%
60	HCL Technologies Columbia S.A.S	Columbia	100%	100%
61	HCL Technologies Middle East FZ-LLC	UAE	100%	100%
62	HCL Istanbul Bilisim Teknolojileri Limited Sirketi	Turkey	100%	100%
63	HCL Technologies Greece Single Member P.C	Greece	100%	100%
64	HCL Technologies S.A.	Venezuela	100%	100%
65	HCL Technologies BeijingCo.,Ltd	China	100%	100%
66	HCL Technologies LuxembourgS.a r.l	Luxembourg	100%	100%
67	HCL Technologies Egypt Limited	Egypt	100%	100%
68	HCL Technologies Estonia OÜ	Estonia	100%	100%
69	HCL Technologies(Thailand)Ltd.	Thailand	100%	100%
70	HCL Technologies Czech Republic s.r.o.	Czech Republic	100%	100%
71	HCL Muscat Technologies L.L.C.	Oman	100%	100%
72	Point to Point Limited !	UK	-	100%
73	Point to Point Products Limited !	UK	-	100%
74	HCL Technologies Lithuania UAB	Lithuania	100%	100%
75	HCL Technologies(Taiwan)Ltd.	China	100%	100%
76	Geometric China,Inc.	China	100%	100%
77	Butler America Aerospace LLC	USA	100%	100%
78	HCL Lending Solutions, LLC (Formerly"Urban Fulfllment Services LLC")	USA	100%	100%
79	Datawave(An HCL Technologies Company)Limited	Scotland	100%	100%
80	HCL Technologies Corporate Services Limited	UK	100%	100%
81	C3i Support Services Private Limited	India	100%	100%
82	Telerx MarketingInc.	USA	100%	100%

265

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

83	C3i Europe Eood	Bulgaria	100%	100%
84	C3i Japan GK	Japan	100%	100%
85	C3i Services &Technologies(Dalian)Co.,Ltd	China	100%	100%
86	HCL Technologies SEP Holdings Inc !	USA	-	100%
87	Actian Corporation	USA	100%	100%
88	Actian Australia Pty. Ltd.	Australia	100%	100%
89	Actian Europe Limited	UK	100%	100%
90	Actian France SAS	France	100%	100%
91	Actian GermanyGmbH	Germany	100%	100%
92	Actian International,Inc.	USA	100%	100%
93	Actian Netherlands B.V.!	Netherlands	-	100%
94	Actian TechnologyPrivate Limited	India	100%	100%
95	Versant GmbH	Germany	100%	100%
96	Versant India Private Limited	India	100%	100%
97	HCL Technologies Vietnam CompanyLimited	Vietnam	100%	100%
98	HCL Guatemala,Sociedad Anonima	Guatemala	100%	100%
99	SankgujSemiconductor Private Limited	India	100%	100%
100	SankalpSemiconductor Inc.	Canada	100%	100%
101	SankalpUSA Inc. !	USA	-	100%
102	SankalpSemiconductor GmbH.	Germany	100%	100%
103	SankalpSemiconductor SDN.BHD.	Malaysia	100%	100%
104	HCL Technologies Trinidad And Tobago Limited	Trinidad and Tobago	100%	100%
105	HCL Technologies Azerbaijan Limited LiabilityCompany	Azerbaijan	100%	100%
106	HCL Technologies Bulgaria EOOD	Bulgaria	100%	100%
107	HCL Vietnam Company Limited (Formerly known as HCL Technologies(Vietnam)CompanyLimited)	Vietnam	100%	100%
108	HCL Technologies Angola(SU),LDA	Angola	100%	100%
109	DWS PtyLimited(Formely"DWS Limited")	Australia	100%	100%
110	DWS(New Zealand)Ltd	New Zealand	100%	100%
111	Phoenix IT & T ConsultingPtyLtd	Australia	100%	100%
112	Wallis Nominees(Computing)PtyLtd	Australia	100%	100%
113	DWS(NSW)PtyLtd	Australia	100%	100%
114	Symplicit PtyLtd	Australia	100%	100%
115	Projects Assured PtyLtd	Australia	100%	100%
116	DWS Product Solutions PtyLtd	Australia	100%	100%
117	Graeme V Jones & Associates PtyLtd	Australia	100%	100%
118	Strategic Data Management PtyLtd	Australia	100%	100%
119	SDM Sales PtyLtd	Australia	100%	100%
120	HCL Technologies S.A.C.	Peru	100%	100%
121	HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada	Costa Rica	100%	100%
122	HCL Technologies gbs GmbH (Formerly"gbs-Gesellschaft für Banksysteme GmbH")	Germany	51%	51%
123	HCL Technologies Slovakia s. r. o.	Slovakia	100%	100%
124	HCL Technologies Bahrain W.L.L	Bahrain	100%	100%
125	HCL Technologies Morocco Limited	Morocco	100%	100%

266

HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
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S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

126	Starschema kft. (Formerly "Starschema Kereskedelmi és Szolgáltató kft.")# *	Hungary	-	-
127	Manzina Tech GmbH #	Switzerland	100%	-
128	Starschema Inc #	USA	100%	-
129	Confnale AG #	Switzerland	100%	-
130	Brilliant Data LLC #	USA	100%	-
131	Confnale(Deutschland)GmbH #	Germany	100%	-
132	Confnale(UK)Limited #	UK	100%	-
133	Quest Informatics Private Limited #	India	100%	-

^ Incorporated during the year.

Acquired during the year.

! Closed during the year.
Merged during the year.

% The Group has majority composition of board of directors and management control.

** The Group has equity interest of 49% and 100% dividend rights and control.

Employee benefit trusts - incorporated in India

Hindustan Instruments Limited Employees Provident Fund Trust HCL Consulting Limited Employees Superannuation Scheme HCL Comnet System and Services Limited Employees Provident Fund Trust HCL Technologies Employees Group Gratuity Trust HCL Technologies Stock Options Trust C3i Support Services Employees Gratuity Trust Sankalp Stock Trust (Closed w.e.f 6th March 2023) Sankalp Semiconductor Private Limited Employees Group Gratuity Trust

(b) Related parties with whom transactions have taken place

Key Management Personnel

Mr. C. Vijayakumar – Chief Executive Officer and Managing director(appointed Managing Director w.e.f. 20 July 2021) Mr. Prateek Aggarwal – Chief Financial Officer Mr. Manish Anand – Company Secretary Mr. Shiv Nadar – Chief Strategy Officer (ceased to be Managing Director w.e.f. 19 July 2021)

Non-Executive & Independent Directors

Mr. R. Srinivasan Ms. Robin Abrams Dr. Sosale S. Sastry Mr. S. Madhavan Mr. Thomas Sieber Ms. Nishi Vasudeva Mr. Deepak Kapoor Dr. Mohan Chellappa Mr. Simon England Ms. Vanitha Narayanan (appointed w.e.f. 19 July 2021)

267

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Non-Executive & Non-Independent Directors

Ms. Roshni Nadar Malhotra, Chairperson

Mr. Shikhar Malhotra

Others(Signifcant infuence)
Mr. Shiv Nadar(ceased to be ManagingDirector w.e.f. 19 July2021)	Ms. Kiran Nadar
HCL Infosystems Limited	HCL IT CityLucknow Private Limited
HCL Avitas Private Limited	HCL Infotech Limited
Vama Sundari Investments(Delhi)Private Limited	Shiv Nadar University
HCL Corporation Private Limited	HCL Holdings Private Limited
SSN Investments(Pondi)Private Limited	Shiv Nadar Foundation*
Naksha Enterprises Private Limited
Kiran Nadar Musuem of Art*

Public Charitable Trusts in which Mr. Shiv Nadar or his family members are managing trustees.

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Subsidiaries Significant influence
Transactions with related parties during the
Year ended Year ended
normal course of business
31 March 2023 31 March 2022 31 March 2023 31 March 2022
----- End of picture text -----

Transactions with related parties during the normal course of business	Subsidiaries	Subsidiaries	Signifcant infuence	Signifcant infuence
	Year ended		Year ended
	31 March 2023	31 March 2022	31 March 2023	31 March 2022

Revenues from operations	27,827	22,119	3	3
Interest income	-	-	2	2
Dividend income	84	84	-	-
Outsourcingcost and other expenses	6,347	6,405	6	5
Employee beneft expense	-	-	66	60
Payment for use of facilities	-	-	-	4
Interim dividend	-	-	7,909	6,876
Corporate guarantee fees	12	12	-	-
Investments	-	16	-	-
Depreciation charge on right-of-use assets	-	-	33	32
Interest expense on the lease liability	-	-	5	5
Sale of capital equipments	-	-	1	-

Material related party transactions	Subsidiaries	Subsidiaries	Signifcant infuence	Signifcant infuence
	Year ended		Year ended
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Revenues from operations
HCL Technologies Corporate Services Limited	13,391	9,658	-	-
Other expenses
HCL Technologies Corporate Services Limited	10	28	-	-
Interim dividend paid
Vama Sundari Investments(Delhi)Private Limited	-	-	5,729	4,949
HCL HoldingPrivate Limited	-	-	2,144	1,876

268 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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Year ended
Transactions with Key Managerial personnel during the year (on accrual basis)
31 March 2023 31 March 2022
Compensation
- Short-term employee benefits from company 4 5
- Other long term benefits from company 4 4
Interim Dividend 2 2
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Other Long term employee benefits include expense of r 3 crores (previous year r 1 crores) recorded by the Company on account of share-based payment.

Above does not include post-employment based on actuarial valuation as this is done for the company as a whole.

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Year ended
Transactions with Directors during the year
31 March 2023 31 March 2022
Commission & other benefits to Directors (includes sitting fees) 13 10
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	Subsidiaries	Subsidiaries	Signifcant infuence	Signifcant infuence
Outstanding balances	As at		As at
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Trade receivables, other fnancial assets and other assets	8,725	6,804	26	24
Trade payables, other fnancial liabilities and contract liabilities	4,250	3,465	37	18
Guarantee outstanding	2,573	4,365	-	-
Employee and otherpayables	-	-	2	16
Lease liabilities	-	-	65	69
Right-of-use assets	-	-	67	61

Material related party balances			As at
			31 March 2023	31 March 2022
Trade receivables, other fnancial assets and other assets
HCL Technologies Corporate Services Limited			2,939	2,473
Tradepayables, other fnancial liabilities and other liabilities
HCL Technologies Corporate Services Limited			417	251

All transactions entered by the Company with related parties are at arm’s length and in ordinary course of business.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Company has not received any funds from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2.34 Research and development expenditure

	Year ended	Year ended
	31 March 2023	31 March 2022
Amount charged to statement ofproft and loss	552	522
Amount capitalized under intangibles assets	-	-
	552	522

269

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.35 Commitments and contingent liabilities

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As at
31 March 2023 31 March 2022
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		As at	As at
		31 March 2023	31 March 2022

(i)	Capital and other commitments
	Capital commitments
	Estimated amount of contracts remaining to be executed on capital account and not provided for(net of advances)	91	305
(ii)	Contingent liabilities
	Others	2	2
		93	307

(a) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be notified. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.
(b) The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions at least quarterly and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, financial position, results of the Company, or cash flows with respect to loss contingencies for legal and other contingencies as at 31 March 2023.
(c) Guarantees have been given by the Company on behalf of various subsidiaries against credit facilities, financial assistance and office premises taken on lease amounting to r 2,573 crores (USD 270 million and GBP 35 million) (31 March 2022, r 4,365 crores (USD 530 million and GBP 35 million)). These guarantees have been given in the normal course of the Company’s operations and are not expected to result in any loss to the Company, on the basis of the beneficiaries fulfilling their ordinary commercial obligations.

2.36 Payment to auditors

	Year ended	Year ended
	31 March 2023	31 March 2022
Audit fees	9	7
Other services(Tax audit fees, certifcation and out ofpocket expenses)	1	1
Other non audit tax services *	-*	-*
	10	8

Represents amount less than r 0.50 crores

270 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.37 Ratio

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Year ended
Ratio Numerator Denominator Units 31 March 31 March % Variance
2023 2022
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Ratio	Numerator	Denominator	Units	Year ended	Year ended	% Variance
				31 March 2023	31 March 2022

Current ratio	Current assets	Current liabilities	Times	2.7	3.0	-10%

Debt equity ratio	Total debts (refer note 1 below)	Total equity	Times	0.0	0.0	-

Debt service coverage ratio	Earning availables for debt service (refer note 2 below)	Debt service (refer note 3 below)	Times	45.7	47.3	-3%

Return on equityratio	Proft for theyear	Average total equity	%	27.4	25.2	9%

Inventory turnover ratio	Cost of good sold (refer note 4 below)	Average inventories	Times	5.4	7.3	-26%

Trade receivables turnover ratio	Revenue from operations	Average trade receivables	Times	3.8	3.9	-3%

Trade payables turnover ratio	Net credit purchases (refer note below 5)	Average trade payables	Times	4.1	2.9	41%

Net capital turnover ratio	Revenue from operations	Working capital (refer note below 6)	Times	2.6	2.3	13%

Net proft ratio	Proft for the year	Revenue from operations	%	24.8	26.8	-7%

Return on capital employed	Earning before interest and taxes	Capital employed (refer note 7 below)	%	34.5	30.1	15%

Return on investment
Unquoted	Income generated from invested funds	Time weighted average investments	%	5.8	4.2	38%

Quoted	Income generated from invested funds	Time weighted average investments	%	6.0	5.3	13%

Notes :

(1) Total debts consists of borrowings and lease liabilities.

(2) Earning availables for debt services = Profit for the year + depreciation, amortisation and impairment + interest + loss on sale of property,plant and equipments + Provision for doubtful debts + share based payment to employees + non cash charges.

(3) Debt service = Interest + payment for lease liabilities + principal repayments.

(4) Cost of goods sold includes purchase of stock in trade and change in inventories of stock in trade.

(5) Net credit purchase includes purchase of stock-in-trade, change in inventories of stock-in-trade, outsourcing costs and other expenses.

(6) Working capital = current assets - current liabilities.

(7) Capital employed = Tangible net worth includes acquired goodwill and other intangibles assets + total debt - deferred tax assets.

(8) Average is calculated based on simple average of opening and closing balances.

271

Standalone Financial Statements

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Explanation where change in the ratio is more than 25%

Inventory turnover ratio

Inventory turnover Ratio has decreased from 7.3 times in FY 21-22 to 5.4 times in FY 22-23 primarily due to increase in average inventory by r 12 crores.

Trade payables turnover ratio

Trade payable turnover Ratio has increased from 2.9 times in FY 21-22 to 4.1 times in FY 22-23 primarily due to decrease in average trade payables.

Return on investment - Unquoted

Return on unquoted investment has increased from 4.2% in FY 21-22 to 5.8% in FY 22-23, primarily on account of higher realized return.

2.38 Micro and small enterprises

As per information available with the management, the dues payable to enterprises covered under “The Micro, Small and Medium Enterprises Development Act, 2006” are as follows:

	For the year ended 31 March 2023	For the year ended 31 March 2023	For the year ended 31 March 2022	For the year ended 31 March 2022
	Principal	Interest	Principal	Interest
Amount due to vendors(Includingcapital accountpayables)	3	-	9	-
Principal amountpaid beyond the appointed date	-	-	-	-
Interest under normal credit terms -
Accrued and unpaid duringtheyear	-	-	-	-
Total interestpayable -
Accrued and unpaid duringtheyear	-	-	-	-

This has been determined on the basis of responses received from vendors on specific confirmation sought by the Company.

2.39 Corporate social responsibility

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Year ended
31 March 2023 31 March 2022
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	Year ended	Year ended
	31 March 2023	31 March 2022

(i)amount required to be spent bythe companyduringtheyear,	238	216
(ii)amount of expenditure incurred,
(a)Construction/acquisition of anyassets	-	-
(b)Onpurpose other than(a)above	238	216
(iii)shortfall at the end of theyear,	-	-
(iv)total ofpreviousyears shortfall,	-	-
(v)reason for shortfall,	NA	NA
(vi)nature of CSR activities,	Refer note below
(vii) details of related party transactions, e.g., contribution to a trust controlled by the company in relation to CSR expenditure asper relevant AccountingStandard,	NA	NA
(viii) where a provision is made with respect to a liability incurred by entering into a contractual obligation,the movements in theprovision duringtheyear shall be shown separately.	-	-

Note : CSR activities includes Education, Environment, Skill Development & Livelihood, Water & Sanitation, Promoting sustainable health, nutrition and hygiene interventions, Gender & Inclusion, Early Childhood Care & Development, Disaster relief.

2.40 Segment Reporting

As per Ind AS 108 'Operating Segments’, the Company has disclosed the segment information only as part of the consolidated financial statement.

272 HCL Technologies Annual Report 2022-23

Notes to standalone financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

2.41 Subsequent events

The Board of Directors at its meeting held on 20 April 2023 has declared an interim dividend of r 18 per share.

As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

C. Vijayakumar S. Madhavan Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485 Goutam Rungta Manish Anand Corporate Vice President - Finance Company Secretary

273

Standalone Financial Statements

Consolidated Ind AS Financial Statements

274 HCL Technologies Annual Report 2022-23

INDEPENDENT AUDITORS’ REPORT

To the Members of HCL Technologies Limited

Report on the Audit of Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of HCL Technologies Limited (hereinafter referred to as the “Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”) and its associate, which comprise the consolidated balance sheet as at 31 March 2023, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associate as at 31 March 2023, of its consolidated profit and

other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its associate in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matters

Evaluation of tax positions and litigations
See Note 1(i) and 3.25 to consolidated fnancial statements

The key audit matter

How the matter was addressed in our audit

The Group operates in multiple global jurisdictions which requires
it to estimate its income tax liabilities according to the tax laws
of the respective tax jurisdictions. Further, there are matters of
interpretation in terms of application of tax laws and related rules
to determine current tax provision and deferred taxes.
The Group has material tax positions and litigations on a range
of tax matters primarily in India. This requires management to
make signifcant judgments to determine the possible outcome
of uncertain tax positions and litigations and their consequent
impact on related accounting and disclosures in the consolidated
fnancial statements.

In view of the signifcance of the matter we applied the following
audit procedures in this area, among others to obtain sufcient
appropriate audit evidence:
●
testing the design, implementation and operating efectiveness
of the Group's key controls over identifying uncertain tax
positions and matters involving litigations/disputes.
●
obtaining details of tax positions and tax litigations for the
year and as at 31 March 2023 and holding discussions with
designated management personnel.
●
assessing and analysing select key correspondences with tax
authorities and inspecting external legal opinions obtained
by management for key uncertain tax positions and tax
litigations.
●
evaluating underlying evidence and documentation to
determine whether the information provides a basis for
amounts reserved/not reserved in the books of account.
●
involving our internal tax specialists and evaluating
management’s underlying key assumptions in estimating
the tax provisions and estimate of the possible outcome of
signifcant tax litigations; and
●
in respect of tax positions and litigations, assessing the
computation of provisions and consequent impact on related
accounting and disclosures in the consolidated fnancial
statements.

Other Information

The Holding Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company’s annual report, but does not include the financial statements and auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

275

Consolidated Financial Statements

inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group including its associate in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the entities included in the Group and of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the entities included in the Group and of its associate are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the entities included in the Group and, of its associate are responsible for overseeing the financial reporting process of each entity.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associate to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

276 HCL Technologies Annual Report 2022-23

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(A) As required by Section 143(3) of the Act, we report, to the extent applicable, that:
- (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
- (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.
- (c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
- (d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
- (e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from the directors of its subsidiary companies which are incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.
- (f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
- (a) The consolidated financial statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated financial position of the Group and its associate. Refer income tax liabilities disclosed in the balance sheet along with Note 3.25 and Note 3.34 to the consolidated financial statements.
- (b) The Group and its associate did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2023.
(c) There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company or its subsidiary companies incorporated in India during the year ended 31 March 2023.
(d) (i) The management of the Holding Company has represented that, to the best of it’s knowledge and belief, as disclosed in note 3.32 to the consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiary companies incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
```
 - directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary companies incorporated in India (“Ultimate Beneficiaries”) or

 - provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
```
- (ii) The management of the Holding Company has represented that, to the best of it’s knowledge and belief, as disclosed in note 3.32 to the consolidated financial statements, no funds have been received by the Holding Company or any of such subsidiary companies incorporated in India from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiary companies incorporated in India shall:
  - directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or
  - provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
- (iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
(e) The interim dividend declared or paid by the Holding Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.
(f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or any of such subsidiary companies incorporated in India only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

277

Consolidated Financial Statements

In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company and its subsidiary companies which are incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

Annexure A to the Independent Auditor’s report on the consolidated financial statements of HCL Technologies Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(xxi) The Companies (Auditor’s Report) Order (CARO) of the Holding Company and its two subsidiaries did not include any unfavorable answers or qualifications or adverse remarks.

According to the information and explanations given to us, in respect of the following companies incorporated in India and included in the consolidated financial statements, the CARO report relating to them has not been issued by their auditors till the date of this audit report:

==> picture [249 x 22] intentionally omitted <==

----- Start of picture text -----

Name of the entities CIN Subsidiary
Statestreet HCL
----- End of picture text -----

Name of the entities	CIN	Subsidiary
Statestreet HCL
Services (India) Private Limited	U72900DL2012FTC229698	Subsidiary
HCL Software Products Limited	U72300DL1995PLC069891	Subsidiary
Sankguj Semiconductor Private Limited	U72900GJ2017PTC100075	Subsidiary

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN : 23092212BGXLZU1909

Place: Gurugram Date: 20 April 2023

==> picture [249 x 28] intentionally omitted <==

----- Start of picture text -----

Name of the entities CIN Subsidiary
HCL Comnet Systems
U74899DL1993PLC056665 Subsidiary
----- End of picture text -----

Name of the entities	CIN	Subsidiary
HCL Comnet Systems & Services Limited	U74899DL1993PLC056665	Subsidiary

HCL Training & Stafng Services Private Limited	U74140DL2015PTC281555	Subsidiary
Sankalp Semiconductor Private Limited	U72100KA2005PTC037574	Subsidiary
C3i Support Services Private Limited	U72200TG2003PTC041797	Subsidiary
HCL Technologies Jigani Limited	U72200DL2022PLC403641	Subsidiary
Quest Informatics Private Limited	U72200KA2000PTC026374	Subsidiary

For B S R & Co. LLP Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN : 23092212BGXLZU1909

Place: Gurugram Date: 20 April 2023

278

HCL Technologies Annual Report 2022-23

Annexure B to the Independent Auditor’s Report on the consolidated financial statements of HCL Technologies Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

In conjunction with our audit of the consolidated financial statements of HCL Technologies Limited (hereinafter referred to as “the Holding Company”) as of and for the year ended 31 March 2023, we have audited the internal financial controls with reference to financial statements of the Holding Company and such companies incorporated in India under the Act which are its subsidiary companies, as of that date.

In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for

Internal Financial Controls

The respective Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial controls with

Reference to Financial Statements

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No.101248W/W-100022

Rakesh Dewan

Partner Membership No.: 092212 ICAI UDIN : 23092212BGXLZU1909

Place: Gurugram Date: 20 April 2023

279

Consolidated Financial Statements

Consolidated Balance Sheet

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [512 x 32] intentionally omitted <==

----- Start of picture text -----

As at
Note
No.
31 March 2023 31 March 2022
----- End of picture text -----

		Note No.	As at	As at
			31 March 2023	31 March 2022

I	ASSETS
	(1) Non-current assets
	(a) Property, plant and equipment	3.1	5,371	5,612
	(b) Capital work in progress		40	129
	(c) Right-of-use assets	3.28(a)	2,337	2,305
	(d) Goodwill	3.2	18,567	17,417
	(e) Other intangible assets	3.3	8,344	9,743
	(f) Investments accounted for using the equity method	3.4(a)	-	9
	(g) Financial assets
	(i) Investments	3.4(b)	110	103
	(ii) Trade receivables - unbilled	3.5(a)	681	1,072
	(iii) Loans	3.6	-	200
	(iv) Others	3.7	1,279	1,220
	(h) Deferred tax assets (net)	3.25	1,252	1,176
	(i) Other non-current assets	3.9	1,853	2,006
	Total non-current assets		39,834	40,992
	(2) Current assets
	(a) Inventories	3.8	228	161
	(b) Financial assets
	(i) Investments	3.4(b)	5,385	6,239
	(ii) Trade receivables
	Billed	3.5(b)	19,572	15,476
	Unbilled	3.5(b)	5,934	5,195
	(iii) Cash and cash equivalents	3.10(a)	9,065	10,510
	(iv) Other bank balances	3.10(b)	5,659	2,126
	(v) Loans	3.6	2,603	3,008
	(vi) Others	3.7	1,120	1,520
	(c) Current tax assets (net)		195	234
	(d) Other current assets	3.11	3,816	3,572
	Total current assets		53,577	48,041

	TOTAL ASSETS		93,411	89,033
II	EQUITY
	(a) Equity share capital	3.12	543	543
	(b) Other equity		64,862	61,371
	Equity attributable to shareholders of the Company		65,405	61,914
	Non-controlling interest		(7)	92
	TOTAL EQUITY		65,398	62,006

280 HCL Technologies Annual Report 2022-23

Consolidated Balance Sheet

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

As at
Note
No.
31 March 2023 31 March 2022
----- End of picture text -----

		Note No.	As at	As at
			31 March 2023	31 March 2022

III	LIABILITIES
	(1) Non-current liabilities
	(a) Financial liabilities
	(i) Borrowings	3.13	2,111	3,923
	(ii) Lease liabilities	3.28(a)	1,664	1,659
	(iii) Others	3.15	506	452
	(b) Contract liabilities		784	658
	(c) Provisions	3.16	1,315	1,415
	(d) Deferred tax liabilities (net)	3.25	161	112
	(e) Other non-current liabilities	3.17	41	33
	Total non-current liabilities		6,582	8,252
	(2) Current liabilities
	(a) Financial liabilities
	(i) Borrowings	3.13	140	62
	(ii) Lease liabilities	3.28(a)	871	699
	(iii) Trade payables
	Billed	3.14	2,526	2,297
	Unbilled and accruals	3.14	3,902	3,981
	(iv) Others	3.15	5,210	4,796
	(b) Contract liabilities		3,917	3,380
	(c) Other current liabilities	3.18	1,595	1,267
	(d) Provisions	3.16	1,120	955
	(e) Current tax liabilities (net)		2,150	1,338
	Total current liabilities		21,431	18,775

	TOTAL LIABILITIES		28,013	27,027

	TOTAL EQUITY AND LIABILITIES		93,411	89,033
Summary of signifcant accounting policies 1

The accompanying notes are an integral part of the consolidated financial statements As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan

Partner

Membership Number: 092212

Roshni Nadar Malhotra

Chairperson DIN - 02346621

C. Vijayakumar

S. Madhavan

Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485

Prateek Aggarwal

Chief Financial Officer

Goutam Rungta

Corporate Vice President - Finance

Manish Anand

Company Secretary

Gurugram, India 20 April 2023

Noida (UP), India 20 April 2023

281

Consolidated Financial Statements

Consolidated Statement of Profit and Loss

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [512 x 32] intentionally omitted <==

----- Start of picture text -----

Note Year ended
No. 31 March 2023 31 March 2022
----- End of picture text -----

		Note No.	Year ended	Year ended
			31 March 2023	31 March 2022

I	Revenue
	Revenue from operations	3.19	101,456	85,651
	Other income	3.20	1,358	1,067
	Total income		102,814	86,718

II	Expenses
	Purchase of stock-in-trade		2,072	1,473
	Changes in inventories of stock-in-trade	3.21	(67)	(67)
	Employee benefts expense	3.22	55,280	46,130
	Outsourcing costs		14,950	12,515
	Finance costs	3.23	353	319
	Depreciation and amortization expense		4,145	4,326
	Other expenses	3.24	6,593	5,070
	Total expenses		83,326	69,766

III	Proft before share of loss of associate and tax		19,488	16,952
IV	Share of loss of an associate		-	(1)
V	Proft before tax		19,488	16,951

VI	Tax expense	3.25
	Current tax		4,665	3,442
	Deferred tax credit		(22)	(14)
	Total tax expense		4,643	3,428

VII	Proft for the year		14,845	13,523

VIII	Other comprehensive income (loss)	3.26
(A)	(i) Items that will not be reclassifed to statement of proft and loss		215	50
	(ii)Income tax relating to items that will not be reclassifed to statement of proft and loss		(63)	(13)
(B)	(i) Items that will be reclassifed statement of proft and loss		1,067	709
	(ii)Income tax relating to items that will be reclassifed to statement of proft and loss		82	11
	Total other comprehensive income, net of tax		1,301	757

IX	Total comprehensive income for the year		16,146	14,280

282 HCL Technologies Annual Report 2022-23

Consolidated Statement of Profit and Loss

(All amounts in crores of ` , except share data and as stated otherwise)

		Note	Year ended	Year ended
		No.	31 March 2023	31 March 2022
	Proft for the year attributable to
	Shareholders of the Company		14,851	13,499
	Non-controlling interest		(6)	24
			14,845	13,523
	Other comprehensive income for the year attributable to
	Shareholders of the Company		1,301	752
	Non-controlling interest		-	5
			1,301	757
	Total comprehensive income for the year attributable to
	Shareholders of the Company		16,152	14,251
	Non-controlling interest		(6)	29
			16,146	14,280
	Earnings per equity share of ₹2 each	3.27
	Basic (in ₹)		54.85	49.77
	Diluted (in ₹)		54.79	49.77

Summary of signifcant accounting policies 1

The accompanying notes are an integral part of the consolidated financial statements As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan

Partner

Membership Number: 092212

Roshni Nadar Malhotra

Chairperson DIN - 02346621

C. Vijayakumar

S. Madhavan

Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485

Prateek Aggarwal

Chief Financial Officer

Goutam Rungta

Corporate Vice President - Finance

Manish Anand

Company Secretary

Gurugram, India 20 April 2023

Noida (UP), India 20 April 2023

283

Consolidated Financial Statements

	Total Equity	Total Equity	60,082	13,523	757	14,280			(11,391)	-	-	(804)	82		(242)	(2)	1	62,006	62,006	14,845	1,301	16,146			(12,995)	-	-	308	-	5		(72)	65,398
	Non Controlling Interests		169	24	5	29			-	-	-	-	-		(105)	(2)	1	92	92	(6)	-	(6)			-	-	-	-	-	-		(93)	(7)
	Total other equity		59,370	13,499	752	14,251			(11,391)	-	-	(804)	82		(137)	-	-	61,371	61,371	14,851	1,301	16,152			(12,995)	-	-	308	-	5		21	64,862
	sive income	Debt instruments through other comprehensive income	22	-	(18)	(18)			-	-	-	-	-		-	-	-	4	4	-	(5)	(5)			-	-	-	-	-	-		-	(1)
	omprehen	Cash fow hedging reserve	183	-	283	283			-	-	-	-	-		-	-	-	466	466	-	(387)	(387)			-	-	-	-	-	-		-	79
	Other c	Foreign currency translation reserve	2,740	-	450	450			-	-	-	-	-		-	-	-	3,190	3,190	-	1,541	1,541			-	-	-	-	-	-		-	4,731
		Special economic zone re- investment reserve	1,695	-	-	-			-	2,021	(922)	-	-		-	-	-	2,794	2,794	-	-	-			-	1,914	(579)	-	-	-		-	4,129
ther equity		Share based payment reserve	-	-	-	-			-	-	-	-	82		-	-	-	82	82	-	-	-			-	-	-	308	(2)	-		-	388
O	lus	Capital redemption reserve	14	-	-	-			-	-	-	-	-		-	-	-	14	14	-	-	-			-	-	-	-	-	-		-	14
	es and Sur	Securities premium	7	-	-	-			-	-	-	-	-		-	-	-	7	7	-	-	-			-	-	-	-	-	-		-	7
	Reserv	Treasury share reserve	-	-	-	-			-	-	-	(804)	-		-	-	-	(804)	(804)	-	-	-			-	-	-	-	3	-		-	(801)
		Remeasurement of defned beneft plans	(6)	-	37	37			-	-	-	-	-		-	-	-	31	31	-	152	152			-	-	-	-	-	-		-	183
		Retained earnings	54,715	13,499	-	13,499			(11,391)	(2,021)	922	-	-		(137)	-	-	55,587	55,587	14,851	-	14,851			(12,995)	(1,914)	579	-	(1)	5		21	56,133
apital		Share capital	543	-	-	-			-	-	-	-	-		-	-	-	543	543	-	-	-			-	-	-	-	-	-		-	543
Equity sharec		Number of shares*	2,713,665,096	-	-	-			-	-	-	-	-		-	-	-	2,713,665,096	2,713,665,096	-	-	-			-	-	-	-	-	-		-	2,713,665,096
			Balance as at 1 April 2021	Proft for the year	Other comprehensive income (refer note 3.26)	Total comprehensive income for the year	Transactions with owners of the Company	Contributions and distributions	Interim dividend ofr42 per Share	Transfer to special economic zone re-investment reserve	Transfer from special economic zone re-investment reserve	Acquisition of treasury shares	Share based payments to employees	Changes in ownership interests	Purchase of non-controlling interest (refer note 2(b)(i))	Dividend to non-controlling interest	Change in non-controlling interest (refer note 2(b)(ii))	Balance as at 31 March 2022	Balance as at 1 April 2022	Proft for the year	Other comprehensive income (refer note 3.26)	Total comprehensive income for the year	Transactions with owners of the Company	Contributions and distributions	Interim dividend ofr48 per Share	Transfer to special economic zone re-investment reserve	Transfer from special economic zone re-investment reserve	Share based payments to employees	Issue of treasury shares to employees	Excess tax beneft from share based payments	Changes in ownership interests	Change in non-controlling interest (refer note 3.29)	Balance as at 31 March 2023

284

HCL Technologies Annual Report 2022-23

Consolidated Statement of Cash Flows

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
A Cash flows from operating activities
Profit before tax 19,488 16,951
----- End of picture text -----

		Year ended	Year ended
		31 March 2023	31 March 2022
A	Cash fows from operating activities
	Proft before tax	19,488	16,951
	Adjustment for:
	Depreciation and amortization expense	4,145	4,326
	Interest income	(769)	(583)
	Provision for doubtful debts / bad debts written of(net)	25	21
	Income on investments carried at fair value throughproft and loss	(106)	(104)
	Proft on sale of debt securities	-	(10)
	Interest expense	238	225
	Proft on sale ofproperty, plant and equipment(net)	(162)	(15)
	Share basedpayments to employees	308	81
	Share of loss of an associate	-	1
	Gain on buyback of senior notes	(170)	-
	Other non-cash charges(net)	15	(1)
		23,012	20,892
	Net change in
	Trade receivables	(3,240)	(2,809)
	Inventories	(37)	207
	Other fnancial assets and other assets	917	219
	Tradepayables	(175)	718
	Other fnancial liabilities,contract liabilities, provisions and other liabilities	1,230	1,116
	Cashgenerated from operations	21,707	20,343
	Income taxespaid(net of refunds)	(3,698)	(3,443)
	Net cash fow from operating activities(A)	18,009	16,900

B	Cash fows from investing activities
	Purchase ofproperty, plant and equipment and intangibles	(1,661)	(1,645)
	Proceeds from sale ofproperty, plant and equipment	217	90
	Payments for business acquisitions,net of cash acquired	(706)	-
	Net cash acquired on business acquisition(refer note 2(b)(ii))	-	40
	Investments in bank deposits	(8,346)	(2,625)
	Proceeds from bank deposits on maturity	4,484	2,866
	Depositsplaced with bodycorporates	(2,602)	(5,478)
	Proceeds from maturityof depositsplaced with bodycorporates	3,208	7,111
	Purchase of investments in securities	(34,620)	(32,574)
	Proceeds from sale/maturityof investments in securities	35,626	33,215
	Investment in limited liability partnership	(3)	(2)
	Investment in equityinstruments	-	(1)
	Distribution from limited liability partnership	1	-
	Investment in associate	-	(9)
	Proceeds from return of investment in associate	9	-
	Interest received	636	590
	Income taxespaid	(174)	(101)
	Net cash fow from(used) in investing activities(B)	(3,931)	1,477

C	Cash fows from fnancing activities
	Proceeds from longterm borrowings	36	25
	Repayment of longterm borrowings	(1,884)	(85)
	Proceeds from short term borrowings	88	52
	Repayment of short term borrowings	(88)	(52)
	Payments for deferred and contingent consideration on business acquisitions	(31)	(371)
	Purchase of non-controllinginterest	-	(746)
	Acquisition of treasuryshares	-	(804)
	Dividendpaid	(12,995)	(11,389)
	Dividendpaid to non-controllinginterests	-	(2)
	Interestpaid	(80)	(69)
	Payment of lease liabilities includinginterest	(927)	(1,067)
	Net cash fow used in fnancing activities(C)	(15,881)	(14,508)
	Net increase(decrease)in cash and cash equivalents(A+B+C)	(1,803)	3,869
	Efect of exchange diferences on cash and cash equivalents held in foreign currency	358	120
	Cash and cash equivalents at the beginningof theyear	10,510	6,521
	Cash and cash equivalents at the end of theyear asper note 3.10(a)	9,065	10,510

285

Consolidated Financial Statements

Consolidated Statement of Cash Flows

(All amounts in crores of ` , except share data and as stated otherwise)

Notes:

Reconciliation of liabilities arising from financing activities

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Deferred and
Borrowings contingent
consideration
----- End of picture text -----

	Borrowings	Deferred and contingent consideration

Balance as at 1 April 2021	3,907	363
Cash fows (net)	(60)	(371)
Non cash changes
Exchange diferences (net)	-	5
Translation exchange diferences	131	-
Recognized in proft and loss	7	3
Balance as at 31 March 2022	3,985	-
Balance as at 1 April 2022	3,985	-
Cash fows (net)	(1,848)	(31)
Non cash changes
Business combination	-	83
Translation exchange diferences	277	2
Recognized in proft and loss	(163)	1
Balance as at 31 March 2023	2,251	55

The total amount of income taxes paid is r 3,872 crores (previous year, r 3,544 crores).
Cash and cash equivalents includes investor education and protection fund-unclaimed dividend of r 8 crores (previous year, r 8 crores).

The accompanying notes are an integral part of the consolidated financial statements As per our report of even date attached

For B S R & Co. LLP Chartered Accountants

For and on behalf of the Board of Directors of HCL Technologies Limited

Firm’s Registration No. : 101248W/W-100022

Rakesh Dewan

Partner

Membership Number: 092212

Roshni Nadar Malhotra

Chairperson DIN - 02346621

C. Vijayakumar S. Madhavan Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485

Prateek Aggarwal Chief Financial Officer

Goutam Rungta Corporate Vice President - Finance

Manish Anand Company Secretary

Gurugram, India 20 April 2023

Noida (UP), India 20 April 2023

286

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

ORGANIZATION AND NATURE OF OPERATIONS

HCL Technologies Limited (hereinafter referred to as “the Company” or “the Parent Company”) and its subsidiaries (hereinafter collectively referred to as “the Group”) are primarily engaged in providing a range of IT and business services, engineering and R&D services and modernized software products and IP-led offerings. The Company was incorporated under the provisions of the Companies Act applicable in India in November 1991, having its registered office at 806, Siddharth, 96, Nehru Place, New Delhi-110019. The Group leverages its global technology workforce and intellectual properties to deliver solutions across following verticals - Financial Services, Manufacturing, Life Sciences & Healthcare, Public Services, Retail & CPG, Technology & Services and Telecom, Media, Publishing and Entertainment.

The consolidated financial statements for the year ended 31 March 2023 were approved and authorized for issue by the Board of Directors on 20 April 2023.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time and presentation requirements of Schedule III (Division II) to the Companies Act, 2013, as applicable to the consolidated financial statements.

These consolidated financial statements have been prepared under the historical cost convention on an accrual and going concern basis, except for the following assets and liabilities which have been measured at fair value:

(a) Derivative financial instruments,
(b) Certain financial assets and liabilities (refer accounting policy regarding financial instruments),
(c) Defined benefit plans

The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those of the previous year except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy.

All assets and liabilities have been classified as current and non-current as per the Group’s normal operating cycle of 12 months.

The statement of cash flows has been prepared under indirect method.

The Group uses the Indian rupee (‘ r ’) as its reporting currency. All amounts are presented in crores of r rounded to whole number and amounts less than r 0.50 crores are presented as “-”.

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of HCL Technologies Limited, the Parent Company, and its subsidiaries. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

The Group controls an investee if and only if the Group has:

(a) Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee),
(b) Exposure, or rights, to variable returns from its involvement with the investee, and
(c) The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(a) The contractual arrangement with the other vote holders of the investee
(b) Rights arising from other contractual arrangements
(c) The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

287

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The financial statements of the subsidiaries in the Group are added on a line-by-line basis and inter-company balances and transactions including unrealized gain/loss from such transactions, are eliminated upon consolidation. When the Group ceases control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognized in consolidated statement of profit and loss. Any interest retained in the former subsidiary is measured at fair value when control is ceased. The consolidated financial statements are prepared by applying uniform accounting policies in use by the Group.

An associate is an entity over which the Group has significant influence, but not control or joint control over financial and operating policies. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The aggregate of the Group’s share of profit and loss of an associate is shown on the face of the consolidated statement of profit and loss.

(c) Use of estimates and judgements

The preparation of consolidated financial statements in conformity with Ind AS requires the management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue, expenses and other comprehensive income (OCI) that are reported and disclosed in the consolidated financial statements and accompanying notes. These estimates are based on the management’s best knowledge of current events, historical experience, actions that the Group may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in the consolidated financial statements in the year in which the changes are made.

Significant estimates and assumptions are used for, but not limited to,

(i) Accounting for costs expected to be incurred to complete performance under fixed price projects and determination of stand-alone selling prices for each distinct performance obligation in contracts involving multiple performance obligations, refer note 1(g).
(ii) Allowance for uncollectible trade receivables, refer note 1(t)(i).
(iii) Fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, measured on a provisional basis in case of business combination, refer note 1(d).
(iv) Recognition of income and deferred taxes, refer note 1(i) and note 3.25.
(v) Key actuarial assumptions for measurement of future obligations under employee benefit plans, refer note 1(r) and note 3.31.

(vi) Estimated forfeitures in share-based compensation expense, refer note 1(s).

(vii) Useful lives of property, plant and equipment, refer note 1(j).
(viii) Lives of intangible assets, refer note 1(k).
(ix) Identification of leases and measurement of lease liabilities and right of use assets, refer note 1(n).
(x) Key assumptions used for impairment of goodwill, refer note 1(p) and note 3.2.
(xi) Provisions and contingent liabilities, refer note 1(q) and note 3.34.

(d) Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is the aggregate of the consideration transferred measured at fair value at the acquisition date and the amount of any non-controlling interest in the acquiree. For each business combination, the Group measures the non-controlling interest in the acquiree at fair value. Acquisition related costs are expensed as incurred.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the excess is recognized as capital reserve after reassessing the fair values of the net assets.

288 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(e) Foreign currency and translation

The Group’s consolidated financial statements are presented in Indian Rupee ( r ), which is also the Parent Company’s functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation the gain or loss that is reclassified to the statement of profit and loss reflects the amount that arises from using this method.

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated to the relevant functional currency at exchange rates in effect at the balance sheet date. Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of initial transaction. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined.

The translation of foreign operations from respective functional currency into INR (the reporting currency) for assets and liabilities is performed using the exchange rates in effect at the balance sheet date, and for revenue, expenses and cash flows is performed using an appropriate daily weighted average exchange rate for the respective years. The exchange differences arising on translation for consolidation are reported as a component of ‘other comprehensive income (loss)’. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the statement of profit and loss.

(f) Fair value measurement

The Group records certain financial assets and liabilities at fair value on a recurring basis. The Group determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability.

The Group holds certain fixed income securities, equity securities and derivatives, which must be measured using the guidance for fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Group’s assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The prescribed fair value hierarchy and related valuation methodologies are as follows:

Level 1 - Quoted inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are directly or indirectly observable in active markets. Level 3 - Valuations derived from valuation techniques, in which one or more significant inputs are unobservable inputs which are supported by little or no market activity.

In accordance with Ind AS 113, assets and liabilities at fair value are measured based on the following valuation techniques:

(a) Market approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
(b) Income approach – Converting the future amounts based on market expectations to its present value using the discounting method.
(c) Cost approach – Replacement cost method.

289

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(g) Revenue recognition

Contracts involving provision of services and material

Revenue is recognized when, or as, control of a promised service or good transfers to a customer, in an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring those products or services. To recognize revenues, the following five step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. A contract is accounted when it is legally enforceable through executory contracts, approval and commitment from all parties, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collectability of consideration is probable.

Time-and-material / Volume based / Transaction based contracts

Fixed Price contracts

In arrangements involving sharing of customer revenues, revenue is recognized when the right to receive is established.

Proprietary Software Products

Revenue from distinct proprietary perpetual and term license software is recognized at a point in time at the inception of the arrangement when control transfers to the client. Revenue from proprietary term license software is recognized at a point in time for the committed term of the contract. In case of renewals of proprietary term licenses with existing customers, revenue from term license is recognized at a point in time when the renewal is agreed on signing of contracts. Revenue from support and subscription (S&S) is recognized over the contract term on a straight-line basis as the Company is providing a service of standing ready to provide support, when-and-if needed, and is providing unspecified software upgrades on a when-and-if available basis over the contract term. In case software are bundled with support and subscription either for perpetual or term based license, such support and subscription contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license and are generally recognized as revenues ratably over the contractual period that the support services are provided. Revenue from these proprietary software products is classified under sale of services.

Multiple performance obligation

When a sales arrangement contains multiple performance obligation, such as services, hardware and licensed IPs (software) or combinations of each of them, revenue for each element is based on a five step approach as defined above. To the extent a contract includes multiple promised deliverables, judgment is applied to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations or series of distinct performance obligations, consideration is allocated among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which the Group would sell a promised good or service separately to the customer. When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. If the arrangement contains obligations related to License of Intellectual property (Software) or Lease deliverable, the arrangement consideration allocated to the Software deliverables, lease deliverable as a group is then allocated to each software obligation and lease deliverable.

290 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

In instances when revenue is derived from sales of third-party vendor services, material or licenses, revenue is recorded on a gross basis when the Group is a principal to the transaction and net of costs when the Group is acting as an agent between the customer and the vendor. Several factors are considered to determine whether the Group is a principal or an agent, most notably being group controls the goods or service before it is transferred to customer, latitude in deciding the price being charged to customer. Revenue is recognized net of discounts and allowances, value-added and service taxes, and includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included in cost of revenues.

The Group recognizes an onerous contract provision when the expected unavoidable costs of meeting the future obligations exceed the expected economic benefits to be received under a contract. Such provision, if any, is recorded in the period in which such losses become probable and is included in cost of revenues.

Revenue recognized but not billed to customers is classified either as contract assets or unbilled receivables in the consolidated balance sheet. Contract assets primarily relate to unbilled amounts on those contracts utilizing the cost to cost method of revenue recognition and right to consideration is not unconditional. Contract assets are recognized where there is excess of revenue over the billings. Unbilled receivables represent contracts where right to consideration is unconditional (i.e. only the passage of time is required before the payment is due). A contract liability arises when there is excess billing over the revenue recognized.

Revenue from sales-type leases is recognized when risk of loss has been transferred to the client and there are no unfulfilled

obligations that affect the final acceptance of the arrangement by the client.

Interest attributable to sales-type leases and direct financing leases included therein is recognized on an accrual basis using the

effective interest method and is recognized as other income.

(h) Other income

(i) Income taxes

Income tax expense comprises current and deferred income tax.

291

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the year that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of subsidiaries and branches where it is expected that the earnings of the subsidiary or branch will not be distributed in the foreseeable future.

In some tax jurisdictions, the amount of tax deductions on share based payments to employees are different from the related cumulative remuneration expenses. If the amount of the tax deduction (or estimated future tax deduction) exceeds the amount of the related cumulative remuneration expense, such excess amount of tax deduction and the associated tax benefit is recognized directly in retained earnings.

(j) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. The Group identifies and determines separate useful lives for each major component of the property, plant and equipment, if they have a useful life that is materially different from that of the asset as a whole.

Expenses on existing property, plant and equipment, including day-to-day repairs, maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the year during which such expenses are incurred.

Property, plant and equipment under construction and cost of assets not ready for use at the year-end are disclosed as capital work-in-progress.

The management’s estimates of the useful lives of various assets for computing depreciation are as follows:

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----- Start of picture text -----

Asset description Asset life (in years)
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Asset description	Asset life(inyears)

Buildings	20
Plant and equipment(includingair conditioners,electrical installations)	10
Ofce equipment	5
Computers and networkingequipment	4-5
Furniture and fxtures	7
Vehicles	5

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.

(k) Intangible assets

292

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Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [477 x 15] intentionally omitted <==

----- Start of picture text -----

Asset description Asset life (in years)
----- End of picture text -----

Asset description	Asset life(inyears)

Software	3
Licensed IPRs	4 to 15
Customer relationships	1 to 10
Customer contracts	0.5 to 3
Technology	4 to 15
Others(includes intellectualpropertyrights,brand and non-compete agreements)	2 to 6

(l) Research and development costs

Research costs are expensed as incurred. Development expenditure, on an individual project, is recognized as an intangible asset when the Group can demonstrate:

The technical feasibility of completing the intangible asset so that it will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development

Subsequently, following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization expense is recognized in the statement of profit and loss. During the period of development, the asset is tested for impairment annually.

(m) Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(n) Leases

A lease is a contract that contains right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

Group is lessee in case of leasehold land, office space, accommodation for its employees & IT equipment. These leases are evaluated to determine whether it contains lease based on principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors as defined in Ind AS 116.

Right-of-use asset represents the Group’s right to control the underlying assets under lease and the lease liability is the obligation to make the lease payments related to the underlying asset under lease. Right-of-use asset is measured initially based on the lease liability adjusted for any initial direct costs, prepaid rent, and lease incentives. Right-of¬use asset is depreciated based on straight line method over the lease term or useful life of right-of-use asset, whichever is less. Subsequently, right-of-use

293

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

asset is measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of lease liability.

The lease liability is measured at the lease commencement date and determined using the present value of the minimum lease payments not yet paid and the Group’s incremental borrowing rate, which approximates the rate at which the Group would borrow, in the country where the lease was executed. The Group has used a single discount rate for a portfolio of leases with reasonably similar characteristics. The lease payment comprises fixed payment less any lease incentives, variable lease payment that depends on an index or a rate, exercise price of a purchase option if the Group is reasonably certain to exercise the option and payment of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease. Lease liability is subsequently measured by increase the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payment made and remeasuring the carrying amount to reflect any reassessment or modification, if any.

The Group has elected to not recognize leases with a lease term of 12 months or less in the consolidated balance sheet, including those acquired in a business combination, and lease costs for those short-term leases are recognized on a straight-line basis over the lease term in the consolidated statement of profit and loss. For all asset classes, the Group has elected the lessee practical expedient to combine lease and non-lease components and account for the combined unit as a single lease component in case there is no separate payment defined under the contract.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the year in which they are earned or contingency is resolved.

Leases in which the Group transfers substantially all the risk and benefits of ownership of the asset are classified as finance leases. Assets given under finance lease are recognized as a receivables at an amount equal to the present value of lease receivables. After initial recognition, the Group apportions lease rentals between the principal repayment and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the finance leases. The interest income is recognized in the consolidated statement of profit and loss. Initial direct costs such as legal cost, brokerage cost etc. are recognized immediately in the statement of profit and loss.

When arrangements include multiple performance obligations, the Group allocates the consideration in the contract between the lease components and the non-lease components on a relative standalone selling price basis.

(o) Inventories

Cost of stock-in-trade procured for specific projects is assigned by identifying individual costs of each item. Cost of stock-intrade, that are interchangeable and not specific to any project and cost of stores and spare parts are determined using the weighted average cost formula.

(p) Impairment of non-financial assets

Goodwill

Goodwill is tested annually on March 31, for impairment, or sooner whenever there is an indication that goodwill may be impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units (CGU) expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU. Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU, pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill recognized in the statement of profit and loss is not reversed in the subsequent period.

294 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Intangible assets and property, plant and equipment

Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, the impairment recognized under the head “Depreciation and amortization expense” in the statement of profit and loss is measured by the amount by which the carrying value of the asset exceeds the estimated recoverable amount of the asset.

(q) Provisions and contingent liabilities

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows.

The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.

(r) Retirement and other employee benefits

(i) Provident fund: Employees of the Company and its subsidiaries in India receive benefits under the provident fund, a defined benefit plan. The employee and employer each make monthly contributions to the plan. A portion of the contribution is made to the provident fund trust managed by the Group or Government administered provident fund; while the balance contribution is made to the Government administered pension fund, a define contribution plan. For the contribution made by the Company and its subsidiaries in India to the provident fund trust managed by the Group, the Company has an obligation to fund any shortfall on the yield of the Trust’s investments over the administered interest rates. The liability is actuarially determined (using the projected unit credit method) at the end of the year. The funds contributed to the Trust are invested in specific securities as mandated by law and generally consist of federal and state government bonds, debt instruments of government-owned corporations and, equity other eligible market securities.
(ii) In respect of superannuation, a defined contribution plan for applicable employees, the Company contributes to a scheme administered on its behalf by appointed fund managers and such contributions for each year of service rendered by the employees are charged to the statement of profit and loss. The Company has no further obligations to the superannuation plan beyond its contributions.
(iii) Gratuity liability: The Company and its subsidiaries in India provide for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s base salary and the tenure of employment (subject to a maximum of r 20 lacs per employee). The liability is actuarially determined (using the projected unit credit method) at the end of each year. Actuarial gains/losses are recognized immediately in the balance sheet with a corresponding debit or credit to other comprehensive income in the year in which they occur.

(iv) Compensated absences: The employees of the Group are entitled to compensated absences which are both accumulating and non-accumulating in nature. The employees can carry forward up to the specified portion of the unutilized accumulated compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The expected cost of accumulating compensated absences is determined by actuarial valuation (using the projected unit credit method) based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the balance sheet date. The expense on non-accumulating compensated absences is recognized in the statement of profit and loss in the year in which the absences occur. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.
(v) In certain subsidiaries outside India, the Group provide retirement benefit pension plans in accordance with the local laws. The liability is actuarially determined (using the projected unit credit method) at the end of each year.
(vi) Contributions to other defined contribution plans are recognized as expense when employees have rendered services entitling them to such benefits.

295

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(s) Equity settled share based compensation

(t) Financial Instruments

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash in banks and short-term deposits and investments with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purposes of the cash flow statement, cash and cash equivalents are considered net of outstanding bank overdrafts that are repayable on demand and are considered part of the Group’s cash management system. In the consolidated balance sheet, bank overdrafts are presented under borrowings within current liabilities.

Financial assets at amortized cost

A financial asset is measured at the amortized cost if both the following conditions are met:

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Financial assets at Fair Value through Other Comprehensive Income (OCI)

A financial asset is classified and measured at fair value through OCI if both of the following criteria are met:

(i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
(ii) The asset’s contractual cash flows represent solely payments of principal and interest.

Financial assets at Fair Value through Profit and Loss

296

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Equity investments

All equity instruments are initially measured at fair value and are subsequently re-measured with all changes recognized in the statement of profit and loss. In limited circumstances, investments, for which sufficient, more recent information to measure fair value is not available cost represents the best estimate of fair value within that range.

Derecognition of financial assets

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired, or the Group

has transferred its rights to receive cash flows from the asset.

Impairment of financial assets

The Group recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit and loss. Lifetime ECL allowance is recognized for trade receivables with no significant financing component. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case they are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date is recognized in statement of profit and loss.

ii. Financial liabilities

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The subsequent measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at amortized cost

The Group’s financial liabilities at amortized cost, are initially recognized at net of transaction costs and includes trade payables, borrowings including bank overdrafts and other payables.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

iii. Derivative financial instruments and hedge accounting

Foreign exchange forward contracts and options are purchased to mitigate the risk of changes in foreign exchange rates associated with forecast transactions denominated in certain foreign currencies.

The Group recognizes all derivatives as assets or liabilities measured at their fair value. Changes in fair value for derivatives not designated in a hedge accounting relationship are marked to market at each reporting date and the related gains (losses) are recognized in the statement of profit and loss as ‘foreign exchange gains (losses)’.

In respect of derivatives designated as hedges, the Group formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also formally assesses both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows.

297

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis to realize the assets and settle the liabilities simultaneously.

(u) Dividend

(v) Earnings per share (EPS)

Basic EPS amounts are computed by dividing the net profit attributable to the equity holders of the Parent Company by the weighted average number of equity shares outstanding during the year adjusted for treasury shares held.

Diluted EPS amounts are computed by dividing the net profit attributable to the equity holders of the Parent Company by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. the average market value of the outstanding shares). Performance based stock unit awards are included in dilutive potential shares when they become contingently issuable and have a dilutive impact and are excluded when they are not contingently issuable. Dilutive potential equity shares are deemed converted as at the beginning of the year, unless issued at a later date. Dilutive potential equity shares are determined independently for each year presented.

The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for bonus shares.

(w) Nature and purpose of reserves

Remeasurement of defined benefit plans

The Group recognizes actuarial gains/losses on defined benefit plans in the balance sheet with a corresponding debit or credit to other comprehensive income in the period in which they occur.

Treasury share reserve

The Company’s equity shares held by a trust, which is consolidated as a part of the Group, are classified as Treasury shares. Treasury shares are carried at acquisition cost and presented as a deduction from total equity as “Treasury share reserve”. As and when treasury shares are transferred to employees on exercise after satisfaction of the vesting conditions, the balance lying in “Treasury share reserve” is transferred to “Retained earnings”.

Securities premium

Capital redemption reserve

The Group recognizes cancellation of the Group’s own equity instruments to capital redemption reserve.

Share based payment reserve

The share-based payment reserve is recognized over the vesting period at the grant date fair value of units issued to employees of the Group under the Company’s restricted stock unit plan.

Special economic zone re-investment reserve

The Company has created special economic zone (SEZ) re-investment reserve out of profits of the eligible SEZ Units in terms of the specific provisions of Section 10AA(1) of the Income Tax Act, 1961 (“the Act”). The said reserve needs to be utilized by the Company for acquiring plant and machinery for the purposes of its business in the terms of Section 10AA (2) of the Act for availing tax benefit. Further, during the previous year ended 31 March 2022, utilization also includes additional acquisition of plant and machinery in the business of the Company which was not considered as utilization earlier due to an uncertain tax position which has been settled.

298 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Foreign currency translation reserve

Cash flow hedging reserve

For hedging foreign currency risk, the Group uses foreign currency forward and option contracts. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognized in the cash flow hedging reserve. Amounts recognized in the cash flow hedging reserve is reclassified to the statement of profit or loss when the hedged item affects profit or loss.

Debt instruments through other comprehensive income

The Group recognizes changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. The Group transfers amounts from this reserve to the statement of profit and loss when the debt instrument is sold.

(x) Adoption of new accounting principles

Onerous contracts – cost of fulfilling a contract (amendment to Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets)

The amendment clarified that the ‘costs of fulfilling a contract’ comprise both the incremental costs and allocation of other direct costs. The Group has adopted this amendment effective 1 April 2022 and the adoption did not have any material impact on its consolidated financial statements.

(y) Recently issued accounting pronouncements

Disclosure of accounting policies (amendments to Ind AS 1 - Presentation of Financial Statements)

The amendments intend to assist in deciding which accounting policies to disclose in the financial statements. The amendments to Ind AS 1 require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Group does not expect this amendment to have any significant impact in its consolidated financial statements.

Definition of accounting estimate (amendments to Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors)

The amendments distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact in its consolidated financial statements.

Deferred tax related to assets and liabilities arising from a single transaction (amendments to Ind AS 12 - Income Taxes) The amendments specify how to account for deferred tax on transactions such as leases. The amendments clarify that lease transactions give rise to equal and offsetting temporary differences and financial statements should reflect the future tax impacts of these transactions through recognizing deferred tax. The Group is evaluating the impact, if any, in its consolidated financial statements.

2. ACQUISITIONS

(a) Acquisitions in the current year

(i) Acquisition of Starschema Kft

On 14 January 2022, the Group through a wholly owned subsidiary had signed a definitive agreement to acquire 100% shareholding of Starschema, a leading provider of data engineering services, based in Budapest, Hungary for a consideration of r 343 crores payable in cash. Starschema provides consulting, technology and managed services in data engineering to companies in the U.S. and Europe.

The acquisition consummated on 2 April 2022 and the Group has paid r 343 crores.

299

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Total purchase consideration of r 343 crores has been allocated based on management estimates to the acquired assets and liabilities as follows:

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----- Start of picture text -----

Amount
----- End of picture text -----

	Amount

Net workingcapital(includingcash ofr18 crores)	42
Deferred tax liabilities,net	(7)
Property plant and equipment,net	5
Intangible assets
Customer relationships	41
Customer contracts	8
Brand	30
Goodwill	224
Totalpurchase consideration	343

The resultant goodwill is non-tax deductible and has been allocated to the Engineering and R&D Services segment. The strategic acquisition will enhance HCL’s capability in digital engineering, driven by data engineering and increase its presence in Central and Eastern Europe.

The table below shows the values and lives of intangible assets recognized on acquisition which will be amortized on straight line basis:

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----- Start of picture text -----

Amount Life (Years)
----- End of picture text -----

	Amount	Life(Years)

Customer relationships	41	4
Customer contracts	8	1
Brand	30	5
Total intangible assets	79

In addition to the purchase consideration, r 20 crores is payable to certain key employees over a two-year period. Payment of this amount is contingent upon these employees continuing to be the employees of the Group on the payment date. This consideration is being accounted for as post acquisition employee compensation expense.

(ii) Acquisition of Confinale AG

On 6 May 2022, the Group through a wholly owned subsidiary had signed a definitive agreement to acquire 100% shareholding of Confinale AG, a digital banking and wealth management consulting specialist and Avaloq Premium Implementation Partner, based in Switzerland for a consideration of r 472 crores payable including contingent consideration of r 79 crores payable which is dependent on achievement of certain specified performance obligations as set out in the agreement to be achieved over a period of two years.

The acquisition consummated on 31 May 2022 and the Group has paid r 401 crores in cash. The Group has subsequently paid contingent consideration amounting to r 27 crores during the year 31 March 2023 on achievement of certain specified performance obligations as set out in the agreement.

The contingent consideration of r 79 crores payable has been initially fair valued at r 71 crores and recorded as part of the purchase consideration. The purchase consideration of r 472 crores after considering fair value of contingent consideration of r 71 crores has been allocated based on management estimates to the acquired assets and liabilities as follows:

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----- Start of picture text -----

Amount
----- End of picture text -----

	Amount

Net workingcapital(includingcash ofr33 crores)	40
Deferred tax liabilities,net	(28)
Property plant and equipment,net	2
Intangible assets
Customer relationships	89
Customer contracts	16
Brand	45
Technology	18
Goodwill	290
Totalpurchase consideration	472

The resultant goodwill is non-tax deductible and has been allocated to the IT and Business Services segment. The strategic acquisition will allow HCL to gain market share in a fast growing market in financial services and digital wealth management technology solutions.

300 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The table below shows the values and lives of intangible assets recognized on acquisition which will be amortized on straight line basis:

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----- Start of picture text -----

Amount Life (Years)
----- End of picture text -----

	Amount	Life(Years)

Customer relationships	89	4
Customer contracts	16	1
Brand	45	6
Technology	18	4
Total intangible assets	168

In addition to the purchase consideration, r 32 crores is payable to certain key employees over a two and half years period. Payment of this amount is contingent upon these employees continuing to be the employees of the Group on the payment date. This consideration is being accounted for as post acquisition employee compensation expense.

(iii) Acquisition of Quest Informatics Private Limited

On 12 July 2022, the Group through a wholly owned subsidiary had signed a definitive agreement to acquire 100% shareholding of Quest Informatics Private Limited (Quest) - an aftermarket, Industry 4.0 and IoT company, based in Bengaluru, India for a consideration of r 42 crores payable in cash. Quest serves global leaders in the aftermarket space with its cloud-enabled aftermarket ERP, field services management, and digital parts catalog product suites.

The acquisition consummated on 12 July 2022 and the Group has paid r 29 crores on acquisition date, r 4 crores has been paid subsequently, and balance is payable based on realization of net assets acquired as per the terms of the agreement.

Total purchase consideration of r 42 crores has been allocated based on management estimates to the acquired assets and liabilities as follows:

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----- Start of picture text -----

Amount
----- End of picture text -----

	Amount

Net workingcapital(includingcash ofr18 crores)	23
Investments	4
Deferred tax liabilities,net	(2)
Intangible assets – Technology	8
Goodwill	9
Totalpurchase consideration	42

The resultant goodwill is non-tax deductible and has been allocated to the HCL Software segment. This acquisition will help expand HCL’s offerings into the fast-growing aftermarket space and the aftermarket solutions and products will be valuable to transportation and manufacturing clients globally in their digital transformation journey.

The acquired technology is estimated to have a life of 5 years which will be amortized on straight line basis.

(b) Acquisitions in the previous year

(i) Acquisition of non-controlling interest in Actian Corporation

In July 2018, the Group and Sumeru Equity Partners (SEP) had acquired Actian Corporation through a joint venture company in which the Group and SEP had 80.4% and 19.6% stake respectively. On 29 December 2021, as per the terms of the joint venture agreement, the Group acquired the balance 19.6% stake held by SEP for a cash consideration of r 746 crores. The total cash consideration of r 746 crores was settled against financial liability of r 504 crores, non-controlling interests of r 105 crores and balance r 137 crores was recognized against retained earnings.

(ii) Acquisition of gbs - Gesellschaft für Banksysteme GmbH (GBS)

In January 2022, the Group through a wholly owned subsidiary acquired 51% shares of GBS for a total purchase consideration of r 1 crore (EUR 99 thousand). This acquisition will add an edge to Group’s existing capabilities to accelerate digital transformation and further enhance HCL’s scale in Germany.

Purchase consideration of r 1 crore (EUR 99 thousand) allocated to cash and cash equivalent of r 41 crores, net liabilities of r 39 crores and non-controlling interest of r 1 crore (EUR 99 thousand).

301

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3. Notes to consolidated financial statements

3.1 Property, plant and equipment

The changes in the carrying value for the year ended 31 March 2023

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----- Start of picture text -----

Computers
Furniture
Freehold Buildings [ Plant and ] Office and and Vehicles Total
land equipment Equipment networking equipment fixtures #
Gross block as at 1 April 2022 78 3,442 1,946 385 5,863 939 143 12,796
----- End of picture text -----

	Freehold land	Buildings	Plant and equipment	Ofce Equipment	Computers and networking equipment	Furniture and fxtures	Vehicles #	Total
Gross block as at 1 April 2022	78	3,442	1,946	385	5,863	939	143	12,796
Additions	24	73	81	17	955	67	55	1,272
Acquisitions through business combinations	-	-	-	-	3	-	1	4
Disposals	18	60	96	25	157	84	41	481
Translation exchange diferences	-	6	21	7	126	30	-	190
Gross block as at 31 March 2023	84	3,461	1,952	384	6,790	952	158	13,781
Accumulated depreciation as at 1 April 2022	-	1,273	1,346	302	3,502	694	67	7,184
Depreciation	-	173	154	34	1,017	72	28	1,478
Disposals/other adjustments	-	51	93	24	130	78	28	404
Translation exchange diferences	-	4	14	6	106	22	-	152
Accumulated depreciation as at 31 March 2023	-	1,399	1,421	318	4,495	710	67	8,410
Net block as at 31 March 2023	84	2,062	531	66	2,295	242	91	5,371

Also refer footnote 1 of note 3.13

The changes in the carrying value for the year ended 31 March 2022

==> picture [494 x 45] intentionally omitted <==

	Freehold land	Buildings	Plant and equipment	Ofce Equipment	Computers and networking equipment	Furniture and fxtures	Vehicles #	Total

Gross block as at 1 April 2021	78	3,263	1,859	373	5,378	925	144	12,020
Additions	-	208	109	35	1,188	56	39	1,635
Disposals	1	31	26	25	747	52	40	922
Translation exchange diferences	1	2	4	2	44	10	-	63
Gross block as at 31 March 2022	78	3,442	1,946	385	5,863	939	143	12,796
Accumulated depreciation as at 1 April 2021	-	1,136	1,219	287	2,999	666	71	6,378
Depreciation	-	165	150	37	1,003	70	28	1,453
Disposals/other adjustments	-	29	23	23	526	49	32	682
Translation exchange diferences	-	1	-	1	26	7	-	35
Accumulated depreciation as at 31 March 2022	-	1,273	1,346	302	3,502	694	67	7,184
Net block as at 31 March 2022	78	2,169	600	83	2,361	245	76	5,612

Also refer footnote 1 of note 3.13

302

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.2 Goodwill

The following table presents the changes in the carrying value of goodwill based on identified CGUs, for the year ended 31 March 2023

	IT and Business Services	Engineering and R&D services	HCL Software	Total
Opening balance as at 1 April 2022	6,716	2,899	7,802	17,417
Acquisitions through business combinations	290	224	9	523
Translation exchange diferences	361	68	198	627
Closing balance as at 31 March 2023	7,367	3,191	8,009	18,567

The following table presents the changes in the carrying value of goodwill based on identified CGUs, for the year ended 31 March 2022

	IT and Business Services	Engineering and R&D services	HCL Software	Total
Opening balance as at 1 April 2021	6,595	2,878	7,719	17,192
Measurementperiod adjustments	10	-	-	10
Translation exchange diferences	111	21	83	215
Closing balance as at 31 March 2022	6,716	2,899	7,802	17,417

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the CGU, which benefits from the synergies of the acquisition.

	As at	As at
	31 March 2023	31 March 2022
Revenuegrowth rate(average of next 5 to 7years) (%)	(0.5)to 8.0	(2.3)to 9.6
Terminal revenuegrowth rate(%)	(3.7)to 2.0	(5.0)to 2.0
Pre-tax discount rate(%)	12.1 to 15.7	9.9 to 14.0

As at 31 March 2023 and 31 March 2022 the estimated recoverable amount of each CGU exceeded the carrying amount and accordingly, no impairment was recognized. An analysis of the sensitivity of the computation to a change in key assumptions based on reasonable probability did not identify any probable scenario in which the recoverable amount of the CGUs would decrease below the carrying amount.

3.3 Other intangible assets

The changes in the carrying value for the year ended 31 March 2023

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----- Start of picture text -----

Licensed Customer Customer
Software Technology Others Total
IPRs relationships contracts
Gross block as at 1 April 2022 901 5,745 7,614 181 3,015 115 17,571
----- End of picture text -----

	Software	Licensed IPRs	Customer relationships	Customer contracts	Technology	Others	Total
Gross block as at 1 April 2022	901	5,745	7,614	181	3,015	115	17,571
Additions	136	-	43	14	-	-	193
Acquisitions through business combinations	3	-	130	24	26	75	258
Disposals / other adjustments	3	68	128	122	-	14	335
Translation exchange diferences	21	67	75	11	40	5	219
Gross block as at 31 March 2023	1,058	5,744	7,734	108	3,081	181	17,906
Accumulated amortization and impairment as at 1 April 2022	811	2,588	3,098	163	1,118	50	7,828
Amortization	97	477	896	54	401	30	1,955
Disposals / other adjustments	3	61	128	122	-	14	328
Translation exchange diferences	12	27	34	9	23	2	107
Accumulated amortization and impairment as at 31 March 2023	917	3,031	3,900	104	1,542	68	9,562
Net block as at 31 March 2023	141	2,713	3,834	4	1,539	113	8,344
Estimated remaininguseful life(inyears)	3	10	6	1	6	5

303

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The changes in the carrying value for the year ended 31 March 2022

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----- Start of picture text -----

Licensed Customer Customer
Software Technology Others Total
IPRs relationships contracts
----- End of picture text -----

	Software	Licensed IPRs	Customer relationships	Customer contracts	Technology	Others	Total

Gross block as at 1 April 2021	906	6,029	7,487	163	3,000	114	17,699
Additions	59	69	103	15	-	-	246
Disposals / other adjustments	71	376	-	-	-	-	447
Translation exchange diferences	7	23	24	3	15	1	73
Gross block as at 31 March 2022	901	5,745	7,614	181	3,015	115	17,571
Accumulated amortization and impairment as at 1 April 2021	755	2,154	1,998	123	739	29	5,798
Amortization	114	564	1,091	37	372	21	2,199
Disposals / other adjustments	63	136	-	-	-	-	199
Translation exchange diferences	5	6	9	3	7	-	30
Accumulated amortization and impairment as at 31 March 2022	811	2,588	3,098	163	1,118	50	7,828
Net block as at 31 March 2022	90	3,157	4,516	18	1,897	65	9,743
Estimated remaininguseful life(inyears)	3	11	7	2	7	4

3.4 Investments

	As at	As at
	31 March 2023	31 March 2022
(a) Investment in associate accounted for using the equity method
Nil (31 March 2022, 1,250,000 Series A Preferred Stock of USD 0.0001 each fully paid up,in Austin GIS,Inc.) (unquoted)	-	9

(b) Financial assets
Non - current
Unquoted investments
Carried at fair value throughproft and loss
Equityinstruments	31	30
Investment in limited liability partnership	79	73
	110	103
Current
Quoted investments
Carried at fair value through other comprehensive income
Investment in debt securities	3,601	3,783
Unquoted investments
Carried at fair value throughproft and loss
Investment in mutual funds	1,784	2,456
	5,385	6,239

Total investments - fnancial assets	5,495	6,342

Aggregate amount ofquoted investments	3,601	3,783
Aggregate amount of unquoted investments	1,894	2,559
Market value ofquoted investments	3,601	3,783

Investment carried at fair value through other comprehensive income	3,601	3,783
Investment carried at fair value throughproft and loss	1,894	2,559

304 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.5 Trade receivables

(a) Non-current

	As at	As at
	31 March 2023	31 March 2022
Unbilled receivables	681	1,072
	681	1,072

(b) Current

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Billed
Unsecured,consideredgood(refer note below)	19,949	15,839
Trade receivables - credit impaired	89	84
	20,038	15,923
Impairment allowance for bad and doubtful debts(refer note 3.29(c))	(466)	(447)
	19,572	15,476
Unbilled receivables	5,934	5,195
	25,506	20,671

Note: Includes receivables from related parties amounting to r 2 crores (31 March 2022, r 10 crores)

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----- Start of picture text -----

Outstanding as at 31 March 2023
from the due date of payment
Trade receivables - current Not Due
Less than 6 months 1-2 2-3 More than
Total
6 months - 1 year years years 3 years
----- End of picture text -----

Trade receivables - current	Not Due	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment
		Less than 6 months	6 months - 1year	1-2 years	2-3 years	More than 3years	Total

Undisputed - consideredgood	15,734	3,521	367	108	45	174	19,949
Undisputed - credit impaired	1	6	16	2	3	6	34
Disputed - credit impaired	-	1	1	22	1	30	55
	15,735	3,528	384	132	49	210	20,038
Impairment allowance for bad and doubtful debts							(466)
							19,572
Unbilled receivables							5,934
							25,506

Trade receivables - current	Not Due	Outstanding as at 31 March 2022 from the due date ofpayment	Outstanding as at 31 March 2022 from the due date ofpayment	Outstanding as at 31 March 2022 from the due date ofpayment	Outstanding as at 31 March 2022 from the due date ofpayment	Outstanding as at 31 March 2022 from the due date ofpayment
		Less than 6 months	6 months - 1year	1-2 years	2-3 years	More than 3years	Total
Undisputed - consideredgood	12,912	2,225	305	113	83	201	15,839
Undisputed - credit impaired	-	2	-	12	18	9	41
Disputed - credit impaired	-	-	20	2	1	20	43
	12,912	2,227	325	127	102	230	15,923
Impairment allowance for bad and doubtful debts							(447)
							15,476
Unbilled receivables							5,195
							20,671

305

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.6 Loans

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Non - current
Carried at amortized cost
Unsecured, consideredgood
Inter corporate deposits	-	200
	-	200
Current
Carried at amortized cost
Unsecured, consideredgood
Inter corporate deposits	2,602	3,008
Loans to employees	1	-
	2,603	3,008

3.7 Other financial assets

	As at	As at
	31 March 2023	31 March 2022
Non - current
Carried at amortized cost
Finance lease receivables(refer note 3.28(b))	682	767
Securitydeposits	142	150
Securitydeposits - relatedparties(refer note 3.32)	14	14
Bank deposits with more than 12 months maturity	378	1
	1,216	932
Carried at fair value through other comprehensive income
Unrealizedgain on derivative fnancial instruments(refer note 3.29(a))	63	288
	1,279	1,220
Current
Carried at amortized cost
Finance lease receivables(refer note 3.28(b))	570	788
Interest receivable	281	210
Securitydeposits	63	53
Security deposits - related parties (refer note 3.32)	10	8
Others	83	166
	1,007	1,225
Carried at fair value through other comprehensive income
Unrealizedgain on derivative fnancial instruments(refer note 3.29(a))	79	287

Carried at fair value through proft and loss
Unrealizedgain on derivative fnancial instruments(refer note 3.29(a))	34	8
	1,120	1,520

306 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.8 Inventories

	As at	As at
	31 March 2023	31 March 2022
Stock-in-trade	228	161
	228	161

3.9 Other non- current assets

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Unsecured,consideredgood
Capital advances	12	33
Advances other than capital advances
Securitydeposits	37	39
Others
Prepaid expenses	246	242
Deferred contract cost(refer note 3.19)	1,551	1,688
Others	7	4
	1,853	2,006

3.10 Cash and cash equivalents and other bank balances

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

(a) Cash and cash equivalents
Balance with banks	5,207	7,645
Deposits with original maturity of less than 3 months (including deposits with corporations and fnancial institutions with original maturityless than 3 months)	3,790	2,720
Remittances in transit	20	137
Cheques in hand	40	-
Unclaimed dividend account	8	8
	9,065	10,510
(b) Other bank balances
Deposits with remainingmaturityupto 12 months	5,659	2,126

3.11 Other current assets

	As at	As at
	31 March 2023	31 March 2022
Unsecured, consideredgood
Advances other than capital advances
Securitydeposits	69	51
Advances to employees	47	29
Advances to suppliers	104	113
Others
Prepaid expenses	1,645	1,475
Deferred contract cost(refer note 3.19)	941	865
Contract assets	629	483
Other advances	381	556
	3,816	3,572

307

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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As at
31 March 2023 31 March 2022
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	As at	As at
	31 March 2023	31 March 2022

Unsecured, considered doubtful
Advances other than capital advances
Advances to employees	100	49
Other advances	25	32
Less:provision for doubtful advances	(125)	(81)
	-	-
	3,816	3,572

3.12 Equity share capital

	As at	As at
	31 March 2023	31 March 2022
Authorized
3,017,000,000 (31 March 2022, 3,017,000,000) equity shares ofr2 each	603	603
Issued, subscribed and fully paid up
2,713,665,096 (31 March 2022, 2,713,665,096) equity shares ofr2 each	543	543

Terms / rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of r 2/-. Each holder of equity shares is entitled to one vote per share.

Reconciliation of the number of shares outstanding at the beginning and at the end of the financial year

	As at	As at	As at	As at
	31 March 2023		31 March 2022
	No. of shares	`in Crores\|No. of shares\|`in Crores
Number of shares at the beginning	2,713,665,096	543	2,713,665,096	543
Number of shares at the end	2,713,665,096	543	2,713,665,096	543

The Company does not have any holding / ultimate holding company.

Reconciliation of the number of treasury shares held by controlled trust at the end of the financial year

	No. of shares	No. of shares
	As at
	31 March 2023	31 March 2022
Number of shares at the beginning	6,320,000	-
Add: Acquisition of shares bythe Trust	-	6,320,000
Less: Issue of treasuryshares to employees on exercise of RSUs	(19,847)	-
Number of shares at the end	6,300,153	6,320,000

308

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Details of shareholders holding more than 5 % shares in the company

	As at	As at	As at	As at
Name of the shareholder	31 March 2023		31 March 2022
	No. of shares	% holding in the class	No. of shares	% holding in the class
Equity shares of `2 each fully paid
Vama Sundari Investments(Delhi)Private Limited	1,198,549,941	44.17%	1,191,720,742	43.92%
HCL Holdings Private Limited	446,662,032	16.46%	446,662,032	16.46%

Details of promoters holding in the company is as follows

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Promoter name	31 March 2023	31 March 2023	31 March 2022	31 March 2022	% change during the year
	No. of Shares	% of total shares	No. of Shares	% of total shares

Vama Sundari Investments (Delhi) Private Limited	1,198,549,941	44.17%	1,191,720,742	43.92%	0.25%
HCL Holdings Private Limited	446,662,032	16.46%	446,662,032	16.46%	0.00%
HCL Corporation Private Limited	4,593,104	0.17%	4,593,104	0.17%	0.00%
Kiran Nadar Museum of Art	-	0.00%	4,131,914	0.15%	-0.15%
Ms. Kiran Nadar	494,602	0.02%	494,602	0.02%	0.00%
Mr. Shiv Nadar	736	0.00%	736	0.00%	0.00%
Ms. Roshni Nadar Malhotra	696	0.00%	696	0.00%	0.00%
	1,650,301,111	60.81%	1,647,603,826	60.72%	0.10%

Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

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As at
31 March 2023 31 March 2022
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	As at	As at
	31 March 2023	31 March 2022

Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) withoutpayment beingreceived in cash	Nil	Nil
Aggregate number and class of shares allotted as fully paid up by way of bonus shares	1,356,832,548 Equityshares	1,356,832,548 Equityshares
Aggregate number and class of shares bought back	36,363,636 Equity shares	71,363,636 Equity shares

Capital management

The primary objective of the Group’s capital management is to support business continuity and growth of the company while maximizing the shareholder value. The Group has been declaring quarterly dividend for last 20 years. The Group determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements have been generally met through operating cash flows generated. The Company has also taken borrowings to meet local funding requirements in certain foreign subsidiaries.

Restricted Stock Unit Plan 2021 (“RSU 2021” or “Plan”)

309

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

A summary of the general terms of grants under RSU 2021 plan is as below:

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RSU Plan 2021
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	RSU Plan 2021

Maximum number of RSUs under theplan	11,100,000
Method of settlement(cash / equity)	Equity
Vesting period(maximum)	5years
Exerciseperiod from the date of vesting (maximum)	6 months

Each RSU granted under the above plan entitles the holder to one equity share of the Company at an exercise price of ` 2.

The details of activity under the plan has been summarized below:

	Year ended	Year ended	Year ended	Year ended
	31 March 2023		31 March 2022
	No. of RSUs	Weighted average exercise price ( `)\|No. of<br>RSUs\|Weighted<br>average<br>exercise price<br>(<br>`)
Outstandingat the beginningof theyear	7,765,791	2	-	-
Add: Granted duringtheyear	726,164	2	7,956,616	2
Less: Forfeited duringtheyear	(718,540)	-	(190,825)	-
Less: Exercised duringtheyear	(19,847)	2	-	-
RSUs outstandingat the end of theyear	7,753,568	2	7,765,791	2
RSUs exercisable at the end of theyear	137,537	2	-	-

The details of exercise price for RSUs outstanding is as below:

Name of the plan	Exercise price ( `)	Number of RSUs outstanding	Weighted average remaining contractual life of RSUs (inyears)
Restricted Stock Unit Plan 2021
At 31 March 2023	2	7,753,568	1.4
At 31 March 2022	2	7,765,791	2.3

310 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The fair value of each equity-settled award granted during the year is estimated on the date of grant using the following assumptions:

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Year ended
31 March 2023 31 March 2022
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	Year ended	Year ended
	31 March 2023	31 March 2022

Weighted average fair value(`)	922	1,046
Weighted average shareprice(`)	1,048	1,171
Exercise Price(`)	2	2
Expected Volatility (%)	25.7 - 33.6	24.8 - 34.4
Life of the unitsgranted(vestingand exerciseperiod)inyears	1.3 - 3.9	1.3 - 3.8
Expected dividends(%)	3.6 - 5.1	3.4
Average risk-free interest rate(%)	4.9 - 7.1	4.2 - 5.4

The expected life of the RSU is estimated based on the vesting term and contractual term of the RSU, as well as expected exercise behavior of the employee who receives the RSU.

3.13 Borrowings

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Non-current Current
As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
----- End of picture text -----

	Non-current	Non-current	Current	Current
	As at		As at
	31 March 2023	31 March 2022	31 March 2023	31 March 2022

Long term borrowings
Secured
Term loans from banks(refer note 1 below)	40	33	19	17
Unsecured
Senior notes(refer note 2 below)	2,060	3,759	-	-
Term loans from banks(refer note 3 below)	11	131	121	45
	2,111	3,923	140	62
Less: Current maturities of longterm borrowings	-	-	(140)	(62)
	2,111	3,923	-	-
Short term borrowings
Unsecured
Current maturities of longterm borrowings	-	-	140	62
	-	-	140	62

Note:

The Group has term loans of r 59 crores (31 March 2022, r 50 crores) secured against gross block of vehicles of r 142 crores (31 March 2022, r 127 crores) at interest rates ranging from 7.45% p.a. to 9.15% p.a. (31 March 2022, 7.70% p.a. to 9.15% p.a.). The loans are repayable over a period of 3 to 5 years on a monthly basis.
On 10 March 2021, the Group issued unsecured senior notes of USD 500 million (the “notes”) for r 3,656 crores. The notes bear interest at a rate of 1.375% per annum and will mature on 10 March 2026. Interest on the notes will be paid semi-annually on 10 March and 10 September of each year. The notes are listed on Singapore Exchange Securities Trading Limited (SGX-ST). The notes were issued at the discount price of 99.510% against par value and have an effective interest rate of 1.58% p.a. after considering the issue expenses and discount of r 37 crores.

On 21 February 2023, the Group bought back USD 248 million senior notes (carried at USD 246 million, net of issue expenses and discount) for USD 225 million ( r 1,814 crores). The resulting gain of USD 21 million ( r 170 crores) on derecognition of senior notes has been recognized in “other income”.

An unsecured long term loan of r 132 crores (31 March 2022, r 176 crores) borrowed from banks at interest rates ranging from 8.35% p.a. to 8.70% p.a. (31 March 2022, 7.0% p.a.). The scheduled principal repayments of term loans are as follows:

	As at	As at
	31 March 2023	31 March 2022
Within oneyear	121	45
One to twoyears	11	121
Two to threeyears	-	10
	132	176

311

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.14 Trade payables - current

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As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Trade payables	2,516	2,293
Tradepayables-relatedparties(refer note 3.32)	10	4
	2,526	2,297

Unbilled and accruals	3,875	3,967
Unbilled and accruals-relatedparties(refer note 3.32)	27	14
	3,902	3,981
	6,428	6,278

		Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment	Outstanding as at 31 March 2023 from the due date ofpayment
Particulars	Not Due	Less than 1year	1-2 years	2-3 years	More than 3years	Total
(i)Undisputed	2,415	107	1	-	1	2,524
(ii)Disputed	-	-	-	1	1	2
	2,415	107	1	1	2	2,526
Unbilled and accruals						3,902
						6,428

Particulars	Not Due	Outstanding as at 31 March 2022 from the due date of payment
		Less than 1year	1-2 years	2-3 years	More than 3years	Total
(i)Undisputed	2,175	105	12	4	-	2,296
(ii)Disputed	-	-	-	-	1	1
	2,175	105	12	4	1	2,297
Unbilled and accruals						3,981
						6,278

Relationship with Struck off companies

Name of the struck of Company	Nature of Transactions	Relationship	Year ended	Year ended	Year ended	Year ended
			31 March 2023		31 March 2022
			Transaction	Balance outstanding	Transaction	Balance outstanding
Techphilic Private Limited	Payables	Vendor	-	-	-*	-
Divine Right Elevators Pvt. Ltd.	Payables	Vendor	-	-	-*	-*
Zarunodaya Electromechanical Pvt. Ltd.	Payables	Vendor	-*	-	-	-
Rushabhdev Commodities Broking	Receivables	Customer	-*	-	-	-
SRV Commodities Pvt. Ltd.	Receivables	Customer	-*	-	-	-
Mountain ValleySprrings Pvt. Ltd.	Receivables	Customer	-*	-	-	-

amounts are less than 0.50 crores

312 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.15 Other financial liabilities

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As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Non - current
Carried at amortized cost
Employee bonuses accrued	20	48
Capital accountspayables	305	404
Others	72	-
	397	452
Carried at fair value through other comprehensive income
Unrealized loss on derivative fnancial instruments[refer note 3.29(a)]	15	-

Carried at fair value through proft and loss
Others	94	-
	94	-
	506	452
Current
Carried at amortized cost
Interest accrued but not due on borrowings	3	4
Unclaimed dividends	8	8
Deferred consideration	8	-
Accrued salaries and benefts
Employee bonuses accrued	2,688	2,455
Other employee costs	1,579	1,374
Others
Liabilities towards customer contracts	350	257
Capital accountspayables	447	622
Capital accountspayables-relatedparties(refer note 3.32)	-	1
Others	66	48
	5,149	4,769
Carried at fair value through other comprehensive income
Unrealized loss on derivative fnancial instruments[refer note 3.29(a)]	6	-

Carried at fair value through proft and loss
Unrealized loss on derivative fnancial instruments[refer note 3.29(a)]	8	27
Contingent consideration	47	-
	55	27
	5,210	4,796

313

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.16 Provisions

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As at
31 March 2023 31 March 2022
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	As at	As at
	31 March 2023	31 March 2022

Non-current
Provision for employee benefts
Provision forgratuity (refer note 3.31)	645	694
Provision forpension(refer note 3.31)	117	140
Provision for leave benefts	553	581
	1,315	1,415
Current
Provision for employee benefts
Provision forgratuity (refer note 3.31)	184	143
Provision forpension(refer note 3.31)	3	3
Provision for leave benefts	830	809
Otherprovisions	103	-
	1,120	955

3.17 Other non-current liabilities

	As at	As at
	31 March 2023	31 March 2022
Other deposits	41	33
	41	33

3.18 Other current liabilities

	As at	As at
	31 March 2023	31 March 2022
Advances received from customers	252	222
Withholdingand other taxespayable	1,343	1,045
	1,595	1,267

3.19 Revenue from operations

	Year ended	Year ended
	31 March 2023	31 March 2022
Sale of services	99,024	83,889
Sale of hardware and software	2,432	1,762
	101,456	85,651

Disaggregate revenue information

Revenue disaggregation as per geography has been included in segment information (Refer note 3.30).

Remaining performance obligations

Remaining performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). As at 31 March 2023, the aggregate amount of transaction price allocated to remaining performance obligation as per the requirements of Ind AS 115 was r 99,607 crores (31 March 2022, r 84,053 crores) out of which, approximately 39% (31 March 2022, 41%) is expected to be recognized as revenues within one year and the balance beyond one year. These amounts are not adjusted for variable consideration allocated to remaining performance obligation, which are not probable. These amounts also exclude contracts for which we recognize revenues based on the right to invoice for services performed and contracts where consideration is in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

314 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Contract balances

Contract assets : Out of r 629 crores contract assets as on 31 March 2023, r 6 crore pertains to the period prior to 31 March 2022 and the balance pertains to current year.

Contract liabilities :

The below table discloses the movement in balances of contract liabilities :

	Year ended	Year ended
	31 March 2023	31 March 2022
Balance as at beginningof theyear	4,038	3,594
Additional amounts billed but not recognized as revenue	3,120	2,193
Deduction on account of revenues recognized duringtheyear	(2,617)	(1,772)
Translation exchange diferences	160	23
Balance as at end of theyear	4,701	4,038

Deferred contract cost: Deferred contract cost primarily represents the contract fulfilment cost and cost for obtaining the contract.

The below table discloses the movement in balance of deferred contract cost:

	Year ended	Year ended
	31 March 2023	31 March 2022
Balance as at beginningof theyear	2,553	2,095
Additional cost capitalized duringtheyear	711	1,039
Deduction on account of cost amortized duringtheyear	(895)	(613)
Translation exchange diferences	123	32
Balance as at end of theyear	2,492	2,553

Reconciliation of revenue recognised with the contracted price is as follows:

	Year ended	Year ended
	31 March 2023	31 March 2022
Contractedprice	102,251	86,416
Reduction towards variable consideration components	(795)	(765)
Revenue recognised	101,456	85,651

The reduction towards variable consideration comprises of volume discounts, service level credits, etc.

3.20 Other income

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Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Interest income
- On debt securities	193	190
- On bank and other deposits	502	289
- On income tax refund	6	4
- On others	68	101
Proft on sale of debt securities	-	10
Income on investments carried at fair value throughproft and loss
- Unrealizedgains on fair value changes on mutual funds	7	1
- Proft on sale of mutual funds	103	93
- Share ofproft in limited liability partnership	(2)	14
- Unrealized(loss)on fair value changes on equityinstruments	(2)	(4)
Proft on sale ofproperty, plant and equipments(net) (refer note below)	162	15
Exchange diferences(net)	91	328
Gain on buyback of senior notes(refer note 3.13)	170	-
Miscellaneous income	60	26
	1,358	1,067

Note : Net of loss on sale of property, plant and equipments of r 5 crores (previous year r 9 crores).

315

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.21 Changes in inventories of stock-in-trade

	Year ended	Year ended
	31 March 2023	31 March 2022
Openingstock	161	94
Less : Closingstock	228	161
	(67)	(67)

3.22 Employee benefits expense

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Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Salaries,wages and bonus	48,717	40,494
Contribution toprovident fund and other employee funds	6,041	5,382
Share basedpayments to employees	308	81
Staf welfare expenses	214	173
	55,280	46,130

3.23 Finance costs

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Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Interest
-on loans from banks	26	11
-on senior notes	60	59
-on lease liabilities	103	111
-on direct taxes	49	44
-others	85	22
Fair value changes on liabilities carried at fair value throughproft and loss	1	48
Bank charges	29	24
	353	319

3.24 Other expenses

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Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Rent(refer note 3.28)	67	70
Power and fuel	328	291
Insurance	109	109
Repairs and maintenance
- Plant and equipment	124	120
- Buildings	155	110
- Others	485	396
Communication costs	502	466
Travel and conveyance	1,235	555
Legal andprofessional charges	547	539
Software license fee	1,037	916
Rates and taxes	227	127
Recruitment, trainingand development	552	517
Expenditure toward corporate social responsibilityactivities	240	219
Provision for doubtful debts / bad debts written of(net)	25	21
Others	960	614
	6,593	5,070

316

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.25 Income taxes

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Year ended
31 March 2023 31 March 2022
Income tax charged to statement of profit and loss
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Income tax charged to statement of proft and loss
Current income tax charge	4,665	3,442
Deferred tax credit	(22)	(14)
	4,643	3,428
Income tax charged to other comprehensive income
Expense(beneft)on re-measurements of defned beneftplans	63	13
Expense(beneft)on revaluation of cash fow hedges	(79)	(2)
Expense(beneft)on unrealizedgain(loss)on debt instruments	(3)	(9)
	(19)	2

The reconciliation between the Group’s provision for income tax and amount computed by applying the statutory income tax rate in India is as follows:

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Year ended
31 March 2023 31 March 2022
Profit before tax 19,488 16,951
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	Year ended	Year ended
	31 March 2023	31 March 2022
Proft before tax	19,488	16,951
Statutorytax rate in India	34.94%	34.94%
Expected tax expense	6,810	5,923
Tax efect of adjustments to reconcile expected tax expense to reported tax expense
Non-taxable export income	(1,791)	(1,702)
Non-taxable other income	(37)	(40)
Provision(reversal)due to settlement of uncertain taxpositions andpriorperiodprovisions	7	(431)
Diferences between Indian and foreign tax rates	(416)	(340)
Others(net)	70	18
Total taxes	4,643	3,428
Efective income tax rate	23.82%	20.22%

In India, the company has benefited from certain tax incentives that the Government of India has provided for the units situated in Special Economic Zones (SEZs) under the Special Economic Zone Act, 2005, which began providing services on or after 1 April 2005. The eligible units are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years from the year of commencement of operations and 50% of such profits and gains for the next five years. Certain tax benefits are also available for a further period of five years subject to meeting reinvestment conditions. The aforesaid tax benefits will not be available to units having commenced the operations after 31 March 2021.

The Company and its subsidiaries in India are subject to Minimum Alternate Tax (MAT) on its book profits, which gives rise to future economic benefits in the form of adjustment of future income tax liability. MAT paid for a year can be set-off against the normal tax liability within fifteen subsequent years, expiring between the years 2023 to 2035.

In India, Corporate taxpayers can opt for a specified lower tax rate in lieu of current applicable tax rate subject to taxpayers not claiming any specified tax incentives including tax incentives available to special economic zone units and carryover of unutilized MAT credit (‘new tax regime’). The Company will opt for new tax regime in the year new tax regime is beneficial to the Company.

The tax returns are subject to examination by the tax authorities in the jurisdictions where the Group conducts business. The Group’s two major tax jurisdictions are India and USA. Tax examination is open in USA for tax years beginning 1 April 2017 onwards and for India, regular tax examination is open for tax years beginning April 1, 2019 and certain matters relating to prior years for which the tax assessment has already got concluded are subject to ongoing litigations, appeals and reassessment proceedings. There are significant inter-company transactions with USA and UK. The Company has also filed for bilateral advance pricing agreements in certain jurisdictions starting from 1 April 2017 for which the resolutions are yet to be reached. These may result in assessment of additional taxes that may need to be resolved with the authorities or through legal proceedings. Resolution of these matters involves some degree of uncertainty; accordingly, the Group recognizes income tax liability that it believes will ultimately result from the proceedings.

317

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Components of deferred tax assets and liabilities as on 31 March 2023

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Recognized
Recognized
Recognized directly
Opening in / Exchange Closing
balance in profit and loss reclassified Acquisitions against tax in equity difference balance
from OCI
liability
----- End of picture text -----

	Opening balance	Recognized in proft and loss	Recognized in / reclassifed from OCI	Acquisitions	Recognized directly in equity against tax liability	Exchange diference	Closing balance

Deferred tax assets
Business losses	56	-	-	-	-	3	59
MAT credit entitlement	2,369	(273)	-	-	-	-	2,096
Provision for doubtful debts	124	5	-	-	-	3	132
Accrued employee costs	967	98	(63)	-	-	32	1,034
Property, plant and equipment	21	10	-	-	-	-	31
Employee stock compensation	15	60	-	-	5	1	81
Others	437	73	-	-	-	16	526
Gross deferred tax assets(A)	3,989	(27)	(63)	-	5	55	3,959
Deferred tax liabilities
Property, plant and equipment	187	(14)	-	-	-	5	178
Unrealized gain on derivative fnancial instruments	96	-	(79)	-	-	-	17
Intangibles andgoodwill	2,473	(63)	-	40	-	15	2,465
Others	169	28	(3)	-	-	14	208
Gross deferred tax liabilities(B)	2,925	(49)	(82)	40	-	34	2,868
Net deferred tax assets(A-B)	1,064	22	19	(40)	5	21	1,091

Components of deferred tax assets and liabilities as on 31 March 2022

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Recognised
Recognized
Opening in / Exchange Closing
balance and lossin profit reclassified Acquisitions difference balance
from OCI
----- End of picture text -----

	Opening balance	Recognized in proft and loss	Recognised in / reclassifed from OCI	Acquisitions	Exchange diference	Closing balance

Deferred tax assets
Business losses	38	18	-	-	-	56
MAT credit entitlement	2,253	116	-	-	-	2,369
Provision for doubtful debts	127	(4)	-	-	1	124
Accrued employee costs	951	(34)	(13)	-	63	967
Property, plant and equipment	19	2	-	-	-	21
Employee stock compensation	-	14	-	-	1	15
Others	431	42	-	-	(36)	437
Gross deferred tax assets(A)	3,819	154	(13)	-	29	3,989
Deferred tax liabilities
Property, plant and equipment	161	23	-	-	3	187
Unrealizedgain on derivative fnancial instruments	98	-	(2)	-	-	96
Intangibles andgoodwill	2,352	116	-	-	5	2,473
Others	174	1	(9)	-	3	169
Gross deferred tax liabilities(B)	2,785	140	(11)	-	11	2,925
Net deferred tax assets(A-B)	1,034	14	(2)	-	18	1,064

The Company's subsidiaries have recognized deferred tax assets on carry forward business losses which can be utilized against profits within the limit and carryover period permitted under laws of respective jurisdictions. Deferred tax assets primarily related to carried forward losses and other temporary differences for certain subsidiaries amounting to r 111 crores (31 March 2022, r 84 crores) was not recognized as per applicable accounting standards. These tax losses can be carried forward for an indefinite period except for tax losses amounting to r 36 crores (31 March 2022, r 17 crores) which will expire by 31 March 2031 (previous year, 31 March 2030).

Above tables represent the Gross deferred tax assets and liabilities. Amounts of deferred tax assets and liabilities presented in consolidated balance sheet have been offset, wherever the Group has legally enforceable right and it is related to same taxable authority.

Undistributed earnings of the subsidiaries aggregate approximately r 21,388 crores (31 March 2022, r 17,369 crores). The Group has the intent to reinvest the undistributed foreign earnings indefinitely in its significant overseas operations or repatriate only to the extent these can be distributed in a tax free manner. Consequently, the Company did not record a deferred tax liability on the undistributed earnings.

318 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.26 Components of other comprehensive income attributable to shareholders of the Company

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Year ended
31 March 2023 31 March 2022
A Items that will not be reclassified to statement of profit and loss
Remeasurement of defined benefit plans
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		Year ended	Year ended
		31 March 2023	31 March 2022
A	Items that will not be reclassifed to statement ofproft and loss
	Remeasurement of defned beneftplans
	Openingbalance(net of tax)	31	(6)
	Actuarialgains	215	50
	Income tax expense	(63)	(13)
	Closingbalance(net of tax)	183	31
B	Items that will be reclassifed subsequently to statement ofproft and loss
	Foreign currency translation reserve
	Openingbalance	3,190	2,740
	Foreign currencytranslation	1,541	455
	Attributable to non controllinginterest	-	(5)
	Closingbalance	4,731	3,190

	Cash fow hedging reserve
	Openingbalance(net of tax)	466	183
	Unrealizedgains(losses)	(381)	531
	Net gain reclassifed into statement of proft and loss on occurrence of hedged transactions	(85)	(250)
	Income tax beneft	79	2
	Closingbalance(net of tax)	79	466

	Unrealizedgain on debt instruments
	Openingbalance(net of tax)	4	22
	Unrealized losses	(8)	(27)
	Income tax beneft	3	9
	Closingbalance(net of tax)	(1)	4
	TOTAL(B)	4,809	3,660

3.27 Earnings per equity share (EPS)

The computation of earnings per equity share is as follows:

	Year ended	Year ended
	31 March 2023	31 March 2022
Proft for theyear attributable to shareholders of the Company	14,851	13,499
Weighted average number of equityshares outstandingin calculatingbasic EPS	2,707,383,472	2,712,044,398
Dilutive efect of Restricted Stock Units outstanding	3,315,727	383,404
Weighted average number of equityshares outstandingin calculatingdiluted EPS	2,710,699,199	2,712,427,802
Nominal value of equityshares(inr)	2	2
Earningsper equityshare(inr)
- Basic	54.85	49.77
- Diluted	54.79	49.77

319

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.28 Leases

(a) Group as a lessee

The Group’s significant leasing arrangements are in respect of leases for office spaces, leasehold land and IT equipments.

The details of the right-of-use assets held by the Group is as follows:

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Computers and
Leasehold
Buildings networking Total
land
equipment
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	Leasehold land	Buildings	Computers and networking equipment	Total

Balance as at 1 April 2021	278	1,983	149	2,410
Depreciation	(6)	(601)	(67)	(674)
Additions	65	426	204	695
Derecognition	-	(64)	(75)	(139)
Translation exchange diferences	-	16	(3)	13
Balance as at 31 March 2022	337	1,760	208	2,305
Balance as at 1 April 2022	337	1,760	208	2,305
Depreciation	(4)	(611)	(97)	(712)
Additions	2	526	297	825
Acquired through business combinations	-	22	-	22
Derecognition	(9)	(151)	(16)	(176)
Translation exchange diferences	-	57	16	73
Balance as at 31 March 2023	326	1,603	408	2,337

The reconciliation of lease liabilities is as follows:

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Year ended
31 March 2023 31 March 2022
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	Year ended	Year ended
	31 March 2023	31 March 2022

Balance as at beginning of theyear	2,358	2,594
Additions	1,075	792
Amounts recognized in statement ofproft and loss as interest expense	103	111
Payment of lease liabilities	(927)	(1,067)
Acquired through business combinations	22	-
Derecognition	(166)	(94)
Translation exchange diferences	70	22
Balance as at end of theyear	2,535	2,358

The lease rental expense relating to short-term leases recognized in the statement of profit and loss for the year amounted to r 67 crores (previous year, r 70 crores).

The following table presents a maturity analysis of expected undiscounted cash flows for lease liabilities:

	As at	As at
	31 March 2023	31 March 2022
Within oneyear	969	788
One to twoyears	715	669
Two to threeyears	479	444
Three to fveyears	519	523
Thereafter	96	172
Total leasepayments	2,778	2,596
Imputed interest	(243)	(238)
Total lease liabilities	2,535	2,358

Certain lease agreements include options to terminate or extend the leases. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

320 HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(b) Group as a lessor

The Group has given IT equipments to its customers on a finance lease basis. The future lease receivables in respect of assets given on finance lease are as follows:

	Total minimum lease payments receivable	Interest included in minimum lease payments receivable	Present value of minimum lease payments receivable
As at 31 March 2023
Not later than oneyear	614	44	570
Later than oneyear and not later than 5years	730	48	682
	1,344	92	1,252
As at 31 March 2022
Not later than oneyear	818	30	788
Later than oneyear and not later than 5years	795	28	767
	1,613	58	1,555

3.29 Financial instruments

(a) Derivatives

The Group is exposed to foreign currency fluctuations on assets / liabilities and forecasted cash flows denominated in foreign currency and interest rate fluctuation risk on indebtedness. The use of derivatives to hedge the risk is governed by the Group’s strategy, which provides principles on the use of such forward contracts and currency options consistent with the Group’s risk management policy. The counterparties in these derivative instruments are banks and the Group considers the risks of nonperformance by the counterparties as insignificant. The Group has entered into a series of foreign exchange forward contracts and options that are designated as cash flow hedges and the related forecasted transactions extend through March 2028. The Group does not use these derivative instruments for speculative purposes.

The following table presents the aggregate notional principal amounts of the outstanding derivative instruments which have been designated as cash flow hedges:

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Notional principal amounts Balance sheet exposure
Foreign exchange forward Notional (amount in millions) Asset (Liability) ( r )
denominated in Currency
31 March 2023 31 March 2022 31 March 2023 31 March 2022
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Foreign exchange forward denominated in	Notional Currency	Notional principal amounts (amount in millions)	Notional principal amounts (amount in millions)	Balance sheet exposure Asset (Liability) ( r)	Balance sheet exposure Asset (Liability) ( r)
		31 March 2023	31 March 2022	31 March 2023	31 March 2022

Forward contracts (sell covers)
USD / INR	USD	1,622	1,461	(77)	299
GBP / INR	GBP	90	60	19	33
EUR / INR	EUR	170	117	52	103
CHF / INR	CHF	55	46	1	15
SEK / INR	SEK	330	585	44	56
AUD / INR	AUD	96	103	30	7
NOK / INR	NOK	60	105	6	1
CAD / INR	CAD	26	31	6	1
JPY / INR	JPY	6,655	1,945	14	15
Range Forward(Sell covers)
USD / INR	USD	599	305	26	23
GBP / INR	GBP	7	-	-	-
EUR / INR	EUR	6	29	-	22
				121	575

The Group has entered into derivative instruments not designated as hedging relationship by way of foreign exchange forwards, currency options and futures contracts. As at 31 March 2023 and 2022, the notional principal amount of outstanding contracts aggregated to r 8,981 crores and r 6,978 crores, respectively and the respective balance sheet exposure of these contracts have a net gain of r 26 crores and net loss r 19 crores.

The notional amount is a key element of derivative financial instrument agreements. However, notional amounts do not represent the amount exchanged by counterparties and do not measure the Group’s exposure to credit risk as these contracts are settled at their fair values at the maturity date.

321

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The balance sheet exposure denotes the fair values of these contracts at the reporting date and is presented in r crores. The Group presents its foreign exchange derivative instruments on a net basis in the consolidated financial statements due to the right of offset by its individual counterparties under master netting agreements.

The fair value of the derivative instruments presented on a gross basis as at each date indicated below is as follows:

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As at 31 March 2023
Financial assets Financial liabilities Total
Current Non current Current Non current fair value
----- End of picture text -----

	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023	As at 31 March 2023
	Financial assets		Financial liabilities		Total fair value
	Current	Non current	Current	Non current

Derivatives designated as hedging instruments
Foreign exchange contracts in an asset position	160	117	81	54	412
Foreign exchange contracts in a liability position	(81)	(54)	(87)	(69)	(291)
Net asset (liability)	79	63	(6)	(15)	121
Derivatives not designated as hedging instruments
Foreign exchange contracts in an asset position	65	-	31	-	96
Foreign exchange contracts in a liability position	(31)	-	(39)	-	(70)
Net asset(liability)	34	-	(8)	-	26
Total Derivatives at fair value	113	63	(14)	(15)	147

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----- Start of picture text -----

As at 31 March 2022
Financial assets Financial liabilities
Total
Current Non current Current Non current fair value
----- End of picture text -----

	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022	As at 31 March 2022
	Financial assets		Financial liabilities		Total fair value
	Current	Non current	Current	Non current

Derivatives designated as hedging instruments
Foreign exchange contracts in an asset position	291	290	4	2	587
Foreign exchange contracts in an liability position	(4)	(2)	(4)	(2)	(12)
Net asset (liability)	287	288	-	-	575
Derivatives not designated as hedging instruments
Foreign exchange contracts in an asset position	23	-	15	-	38
Foreign exchange contracts in an liability position	(15)	-	(42)	-	(57)
Net asset (liability)	8	-	(27)	-	(19)
Total Derivatives at fair value	295	288	(27)	-	556

The following tables set forth the fair value of derivative instruments included in the consolidated balance sheets as at each date indicated:

	As at	As at
	31 March 2023	31 March 2022
Derivatives designated as hedging instruments
Unrealized gain on fnancial instruments classifed under current assets	79	287
Unrealized gain on fnancial instruments classifed under non-current assets	63	288
Unrealized loss on fnancial instruments classifed under current liabilities	(6)	-
Unrealized loss on fnancial instruments classifed under non-current liabilities	(15)	-
	121	575
Derivatives not designated as hedging instruments
Unrealized gain on fnancial instruments classifed under current assets	34	8
Unrealized loss on fnancial instruments classifed under current liabilities	(8)	(27)
	26	(19)

322

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Maturity profile of derivative liabilities based on contractual payments is as below:

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----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

	As at	As at
	31 March 2023	31 March 2022

Within one year	14	27
One to two years	8	-
Two to three years	4	-
Three to fve years	3	-
	29	27

The following table summarizes the activities in the consolidated statement of profit and loss and other comprehensive income:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Derivatives in hedging relationships
Efective portion of gain or (loss) recognized in OCI on derivatives	(381)	531
Efective portion of gain reclassifed from OCI into statement of proft and loss as "exchange diferences"	85	250
Derivatives not in hedging relationships
Gain or (loss) recognized into statement of proft and loss as "exchange diferences"	(267)	59

The following table summarizes the activity in the accumulated ‘Other comprehensive income’ within equity related to all derivatives classified as cash flow hedges:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Gain as at the beginningof theyear	562	281
Unrealizedgain(loss)on cash fow hedgingderivatives duringtheyear	(381)	531
Net gain reclassifed into statement of proft and loss on occurrence of hedged transactions	(85)	(250)
Gain as at the end of theyear	96	562
Deferred tax liability	(17)	(96)
Cash fow hedgingreserve(net of tax)	79	466

The estimated net amount of existing gain that is expected to be reclassified into the statement of profit and loss within the next twelve months is r 48 crores (previous year, r 274 crores).

(b) Financial assets and liabilities

The carrying value of financial instruments by categories as at 31 March 2023 is as follows:

	Fair value through proft and loss	Fair value through other comprehensive income	Amortized cost	Total carrying value
Financial assets
Investments	1,894	3,601	-	5,495
Trade receivables(includingunbilled)	-	-	26,187	26,187
Cash and cash equivalents	-	-	9,065	9,065
Other bank balances	-	-	5,659	5,659
Loans	-	-	2,603	2,603
Others	34	142	2,223	2,399
Total	1,928	3,743	45,737	51,408

323

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

	Fair value through proft and loss	Fair value through other comprehensive income	Amortized cost	Total carrying value
Financial liabilities
Borrowings	-	-	2,251	2,251
Lease liabilities	-	-	2,535	2,535
Tradepayables(includingunbilled and accruals)	-	-	6,428	6,428
Others	149	21	5,546	5,716
Total	149	21	16,760	16,930

The carrying value of financial instruments by categories as at 31 March 2022 is as follows:

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----- Start of picture text -----

Fair value
Fair value Total
through other Amortized
through carrying
comprehensive cost
profit and loss income value
----- End of picture text -----

	Fair value through proft and loss	Fair value through other comprehensive income	Amortized cost	Total carrying value

Financial assets
Investments	2,559	3,783	-	6,342
Trade receivables(includingunbilled)	-	-	21,743	21,743
Cash and cash equivalents	-	-	10,510	10,510
Other bank balances	-	-	2,126	2,126
Loans	-	-	3,208	3,208
Others	8	575	2,157	2,740
Total	2,567	4,358	39,744	46,669
Financial liabilities
Borrowings	-	-	3,985	3,985
Lease liabilities	-	-	2,358	2,358
Tradepayables(includingunbilled and accruals)	-	-	6,278	6,278
Others	27	-	5,221	5,248
Total	27	-	17,842	17,869

Transfer of financial assets

The Group in the normal course of business sells certain trade receivables and net investment in finance lease receivables to banks. Under the terms of arrangements, the Group surrenders control over these assets and transfer is on a non-recourse basis.

During the year ended 31 March 2023 and 2022, the Group has sold certain trade receivables and finance lease receivables on non-recourse basis. Gains or losses on the sales are recorded at the time of transfers of these receivables and are immaterial.

Fair value hierarchy

The assets and liabilities measured at fair value on a recurring basis as at 31 March 2023 and the basis for that measurement is as below:

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----- Start of picture text -----

Fair Value Level 1 inputs Level 2 inputs Level 3 inputs
----- End of picture text -----

	Fair Value	Level 1 inputs	Level 2 inputs	Level 3 inputs

Assets
Investments carried at fair value throughproft and loss	1,894	1,784	-	110
Investments carried at fair value through other comprehensive income	3,601	-	3,601	-
Unrealizedgain on derivative fnancial instruments	176	-	176	-
Liabilities
Unrealized loss on derivative fnancial instruments	29	-	29	-
Contingent consideration	47	-	-	47
Others	94	-	-	94

324

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The following table discloses the assets and liabilities measured at fair value on a recurring basis as at 31 March 2022 and the basis for that measurement:

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----- Start of picture text -----

Fair Value Level 1 inputs Level 2 inputs Level 3 inputs
----- End of picture text -----

	Fair Value	Level 1 inputs	Level 2 inputs	Level 3 inputs

Assets
Investments carried at fair value throughproft and loss	2,559	2,456	-	103
Investments carried at fair value through other comprehensive income	3,783	-	3,783	-
Unrealizedgain on derivative fnancial instruments	583	-	583	-
Liabilities
Unrealized loss on derivative fnancial instruments	27	-	27	-

There have been no transfers between Level 1 and Level 2 during the current and previous year.

Valuation Methodologies

Investments : The Group’s investments consist of investment in debt linked mutual funds which are determined using quoted prices or identical quoted prices of assets or liabilities in active markets and are classified as Level 1. Fair value of corporate debt securities is determined using observable markets’ inputs and is classified as Level 2.

Investments in unquoted equity shares and limited liability partnerships are classified as fair value through profit and loss and are classified as Level 3. The re-measurement is calculated using unobservable inputs based on the Group’s own assessment of third party valuations and respective company's financial performance.

Derivative financial instruments: The Group’s derivative financial instruments consist of foreign currency forward exchange contracts and options. Fair values for derivative financial instruments are based on counter party quotations and are classified as Level 2.

Liability towards non-controlling interest: As part of the acquisition of "Actian Corporation" on 17 July 2018, joint venturer "Sumeru Equity Partners" (SEP) contributed in form of preferred stock qualified as “compound financial instrument” (equity and financial liability) in the books of joint venture company controlled by the Group. The financial liability was initially and subsequently re-measured based on independent third party valuation using "Monte Carlo Simulation" methodology (refer note 2(b)(i)).

Fair value of contingent consideration: The fair value measurement of contingent consideration is determined using Level 3 inputs. The Group contingent consideration represents a component of the total purchase consideration for its various acquisitions. The measurement is calculated using unobservable inputs based on the Group’s own assessment of achievement of certain performance goals.

Fair value of consideration payable for “other financial liability” is determined using Monte Carlo and Geometric Brownian model. The fair value measurement is determined using Level 3 Inputs.

The Group assessed that fair value of cash and cash equivalent, loans, short-term deposits, trade receivables, other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following table discloses reconciliation of financial assets and liabilities categorised within Level 3 of the fair value hierarchy:

	Investment in unquoted equity shares and limited liability partnerships	Liability towards non-controlling interest (refer note 2(b) (i))	Contingent consideration	Other fnancial liabilities
Balance as at 1 April 2021	89	483	-	-
Recognized in statement ofproft and loss	10	48	-	-
Additional investments	3	-	-	-
Payment of liability	-	(539)	-	-
Translation exchange diferences	1	8	-	-
Balance as at 31 March 2022	103	-	-	-

325

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

Liability
Investment in
towards
unquoted equity
shares and non-controlling Contingent Other financial
interest consideration liabilities
limited liability
(refer note 2(b)
partnerships
(i))
----- End of picture text -----

	Investment in unquoted equity shares and limited liability partnerships	Liability towards non-controlling interest (refer note 2(b) (i))	Contingent consideration	Other fnancial liabilities

Balance as at 1 April 2022	103	-	-	-
Recognized in statement ofproft and loss	(4)	-	1	29
Business combination	-	-	70	-
Change in non-controlling interest (refer note below)	-	-	-	72
Additional investments	3	-	-	-
Distribution from limited liability partnership	(1)	-	-	-
Payment of liability	-	-	(27)	-
Exchange diferences	-	-	-	(5)
Translation exchange diferences	9	-	3	(2)
Balance as at 31 March 2023	110	-	47	94

Note: During the year ended 31 March 2020, the Group had set-up certain trusts in South Africa for the benefit of black nationals and had given 51.8% effective ownership in its South African operating entity to the trusts. Subsequently, during the current year ended 31 March 2023 pursuant to certain additional rights given to these trusts, the fair value of the Group’s liability to the trusts have been reclassified from 'non-controlling interest' to 'other financial liabilities'. Further, the remaining earnings allocated to these trusts in prior periods and included in ‘non-controlling interest’ have been reclassified to 'retained earnings'.

(c) Financial risk management

The Group is exposed to market risk, credit risk and liquidity risk which may impact the fair value of its financial instruments. The Group has a risk management policy to manage and mitigate these risks.

The Group's risk management policy aims to reduce volatility in financial statements while maintaining balance between providing predictability in the Group's business plan along with reasonable participation in market movement.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk and interest rate risk. The Group is primarily exposed to fluctuation in foreign currency exchange rates.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in exchange rates. The Group’s exposure to the risk of changes in exchange rates relates primarily to the Group’s operations in foreign subsidiaries.

The exchange rate risk primarily arises from assets and liabilities denominated in currencies other than the functional currency of the respective entities and foreign currency forecasted revenue and cash flows. A significant portion of the Group revenue is in US Dollar, Pound Sterling (GBP) and Euro while a large portion of costs are in Indian rupees. The fluctuation in exchange rates in respect to India rupee may have potential impact on the statement of profit and loss and other comprehensive income and equity.

To mitigate the foreign currency risk the Group uses derivatives as governed by the Group’s strategy, which provides principles on the use of such forward contracts and currency options consistent with the Group’s Risk Management Policy.

Appreciation / depreciation of 1% in respective foreign currencies with respect to functional currency of the Company and its subsidiaries would result in increase / decrease in the Group’s profit before tax by approximately r 99 crores (31 March 2022, r 76 crores) for the year ended 31 March 2023.

The rate sensitivity is calculated by aggregation of the net foreign exchange exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 1% against the respective functional currencies of the Company and its subsidiaries. The sensitivity analysis presented above may not be representative of the actual change.

326

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Non-derivative foreign currency exposure as of 31 March 2023 and 31 March 2022 in major currencies is as below:

	Financial assets	Financial assets	Financial liabilities	Financial liabilities
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
USD / INR	7,514	6,948	1,574	1,414
GBP / INR	856	540	73	34
EUR / INR	1,306	949	176	129

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates arises on borrowings with floating interest rate which is not material.

Credit risk

Financial instruments that potentially subject the Group to concentration of credit risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables, finance lease receivables, investment securities and derivative instruments. The cash resources of the Group are invested with mutual funds, banks, financial institutions and corporations after an evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties.

The customers of the Group are primarily corporations based in the United States of America and Europe and accordingly, trade receivables, unbilled receivables and finance lease receivables are concentrated in the respective countries. The Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of trade receivables, unbilled receivables, contract assets and finance lease receivables. No single customer accounted for more than 10% of trade receivables, unbilled receivables and finance lease receivables. The Group also outsourced selected client related credit risks to financial markets through “Non-recourse assignment” of receivables.

The allowance for lifetime expected credit loss on customer balances is as below:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Balance at the beginning of the year 447 476
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Balance at the beginningof theyear	447	476
Additionalprovision duringtheyear	191	144
Deductions on account of write ofs and collections	(201)	(186)
Acquired through business combinations	-	6
Translation exchange diferences	29	7
Balance at the end of theyear	466	447

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities. The investment philosophy of the Group is capital preservation and liquidity in preference to returns. The Group consistently generates sufficient cash flows from operations and has access to multiple sources of funding to meet the financial obligations and maintain adequate liquidity for use.

Maturity profile of the Group’s financial liabilities based on contractual payments is as below:

	Year 1 (Current)	Year 2	Year 3	Year 4-5 and thereafter	Total
As at 31 March 2023
Borrowings	178	58	2,116	11	2,363
Lease liabilities	969	715	479	615	2,778
Tradepayables(includingunbilled and accruals)	6,428	-	-	-	6,428
Derivative fnancial liabilities	14	8	4	3	29
Other fnancial liabilities	5,193	179	138	196	5,706
Total	12,782	960	2,737	825	17,304

327

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

Year 4-5
Year 1 Year 2 Year 3
and Total
(Current)
thereafter
As at 31 March 2022
----- End of picture text -----

	Year 1 (Current)	Year 2	Year 3	Year 4-5 and thereafter	Total
As at 31 March 2022
Borrowings	129	193	74	3,850	4,246
Lease liabilities	788	669	444	695	2,596
Tradepayables(includingunbilled and accruals)	6,278	-	-	-	6,278
Derivative fnancial liabilities	27	-	-	-	27
Other fnancial liabilities	4,765	166	119	193	5,243
Total	11,987	1,028	637	4,738	18,390

Offsetting of financial instruments

Under cash pooling arrangements with banks outside India, the contractual terms of arrangements preclude individual bank accounts within the arrangement from being considered separate units of account. Accordingly, the balances of all such bank accounts subject to the arrangements are presented on net basis. The impact of such netting on bank balances and bank overdraft is r 378 crores (31 March 2022, r 193 crores).

3.30 Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available and whose results are reviewed regularly by the chief operating decision maker (CODM), for allocation of resources and assessing performance.

The group has organized itself into the following segments:

IT and Business Services provide a comprehensive portfolio of IT & Business Services (Application, Infrastructure and Digital Process Operations) and Digital transformation services enabled by Digital and Analytics, IoTWoRKs, Cloud native and Cybersecurity solutions including products developed within these businesses.

Engineering and R&D Services provides comprehensive engineering services and solutions across software, embedded, mechanical, VLSI and platform engineering that support the end to end lifecycle of products – both hardware and software across diverse industries including products developed within this business.

HCL Software provides modernized software products and IP-led offerings to our global clients for their technology and industry specific requirements.

During the year ended 31 March 2023, the Group has changed the name of "Products & Platforms" segment to "HCL Software".

Segment accounting policies

The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments and are as set out in note 1 to the financial statements on significant accounting policies. The accounting policies in relation to segment accounting are as under:

(a) Segment revenue and expenses

Segment revenue is directly attributable to the segment and segment expenses have been allocated to various segments on the basis of specific identification and wherever allocable, are apportioned to the segment on an appropriate basis. However, segment revenue does not include other income. Segment expenses do not include finance cost, exchange differences and tax expense. Inter segment revenue primarily relates to software and related services sourced internally from HCL Software segment by other segments for providing services to end customers.

(b) Segment assets and liabilities

Assets and liabilities are not identified to any reportable segments, since these are used interchangeably across segments and consequently, the management believes that it is not practicable or meaningful to provide segment disclosures relating to total assets and liabilities.

328

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Financial information about the business segments is as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Revenue from operations from external customers
IT and Business Services	74,015	61,711
Engineeringand R&D services	16,802	13,564
HCL Software	10,639	10,376
Total	101,456	85,651

Inter-segment revenue
IT and Business Services	-	-
Engineeringand R&D services	-	-
HCL Software	470	415
Total	470	415

Segment revenues
IT and Business Services	74,015	61,711
Engineeringand R&D services	16,802	13,564
HCL Software	11,109	10,791
Inter-segment elimination	(470)	(415)
Total	101,456	85,651

Segment results
IT and Business Services	12,303	11,042
Engineeringand R&D services	3,389	2,603
HCL Software	2,791	2,559
Total	18,483	16,204
Finance cost	(353)	(319)
Exchange diferences(net)	91	328
Other income	1,267	739
Proft before share of loss of associate and tax	19,488	16,952
Share of loss of an associate	-	(1)
Proft before tax	19,488	16,951
Tax expense	(4,643)	(3,428)
Proft for theyear	14,845	13,523

Signifcant non-cash items
Depreciation and amortization expense
IT and Business Services	1,932	1,826
Engineeringand R&D services	454	404
HCL Software	1,759	2,096
Total	4,145	4,326
Share basedpayments to employees
IT and Business Services	248	66
Engineeringand R&D services	30	8
HCL Software	30	7
Total	308	81

Effective 1 April 2022, certain software products internally developed and earlier managed by and reported under IT and Business Services segment, have been brought under the management of the HCL Software Team. Accordingly, the revenues and results related to these products and related services are now being reported under HCL Software segment. Prior period figures have also been restated to conform to current period composition of the operating segments. Impact of this change is immaterial for segment results of both the segments.

329

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Segment revenue from customers by geographic area based on location of the customer is as follows:

	Year ended	Year ended
	31 March 2023	31 March 2022
America	57,818	48,205
Europe	26,868	22,972
India *	3,935	3,104
Rest of the world	12,835	11,370
	101,456	85,651

includes revenue billed to India based captive of global customers

No single customer represents 10% or more of the Group’s total revenue for the years ended 31 March 2023 and 2022, respectively.

Group operates out of various geographies and America & Europe constitute major portion of revenue. In case of IT and Business Services and Engineering and R&D services approximately 57% and 57% of revenues are generated in America, Europe generates around 27% and 27% revenue and balance is generated by other geographies during year ended 31 March 2023 and 2022 respectively. Products & Platforms segment generates approximately 55% and 54% revenue from America, 25% and 26% from Europe and balance geographies generates rest of revenue during the year ended 31 March 2023 and 2022 respectively.

Geographical non-current assets (property, plant and equipment, capital work in progress, right-of-use assets, goodwill, other intangible assets and other non-current assets) are allocated based on the location of the assets.

Geographical non-current assets based on the location of the assets is as follows:

	As at	As at
	31 March 2023	31 March 2022
India	18,334	20,152
America	9,752	9,366
Europe	5,946	5,036
Rest of the world	2,480	2,658
	36,512	37,212

3.31 Employee benefits

The Group has calculated the various benefits provided to employees as shown below:

(A) Defined contribution plans

Superannuation Fund

Employer’s contribution to Employee Pension Scheme

During the year, the Company and its subsidiaries in India have recognized the following amounts in the statement of profit and loss:

	Year ended	Year ended
	31 March 2023	31 March 2022
Superannuation Fund	13	12
Employer’s contribution to Employee’s Pension Scheme	173	164
Total	186	176

The Group has contributed r 946 crores (previous year r 813 crores) towards other defined contribution plans of subsidiaries outside India.

(B) Defined benefit plans

(a) Gratuity
(b) Pension
(c) Employer’s contribution to provident fund

330

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Gratuity

The following table sets out the status of the gratuity plan:

Statement of profit and loss

	Year ended	Year ended
	31 March 2023	31 March 2022
Current service cost	221	170
Interest cost(net)	50	42
Net beneft expense	271	212
Balance Sheet
	As at
	31 March 2023	31 March 2022
Defned beneft obligations	845	855
Fair value of plan assets	16	18
Net plan liability	829	837
Current defned beneft obligations	184	143
Non-current defned beneft obligations	645	694

Changes in present value of the defined benefit obligations are as follows:

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Year ended
31 March 2023 31 March 2022
Opening defined benefit obligations 855 764
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	Year ended	Year ended
	31 March 2023	31 March 2022
Openingdefned beneft obligations	855	764
Current service cost	221	170
Interest cost	51	43
Re-measurement(gains)losses in OCI
Actuarial changes arisingfrom changes in demographic assumptions	(27)	-
Actuarial changes arisingfrom changes in fnancial assumptions	(102)	(15)
Experience adjustments	(53)	(19)
Beneftspaid	(100)	(88)
Closing defned beneft obligations	845	855

Changes in fair value of the plan assets are as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022

Openingfair value ofplan assets	18	20
Interest income	1	1
Contributions	104	84
Re-measurementgains(losses)in OCI	-	-
Beneftspaid	(107)	(87)
Closing fair value of plan assets	16	18

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

331

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

The principal assumptions used in determining gratuity for the Group’s plans are shown below:

	As at	As at
	31 March 2023	31 March 2022
Discount rate	7.40%	6.75%
Estimated rate of salaryincreases	6.50%	8.00%
Expected rate of return on assets	7.40%	6.75%

Discount rate and future salary escalation rate are the key actuarial assumptions to which the defined benefit obligation are particularly sensitive. The following table summarizes the impact on defined benefit obligation as at 31 March 2023 arising due to increase / decrease in key actuarial assumptions by 50 basis points:

	Discount rate	Discount rate	Salary escalation rate	Salary escalation rate
	As at		As at
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Impact of increase	(22)	(26)	22	26
Impact of decrease	23	27	(21)	(25)

The defined benefit obligations are expected to mature after 31 March 2023 as follows:

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Year ending 31 March, Cash flows
----- End of picture text -----

Year ending 31 March,	Cash fows

- 2024	140
- 2025	144
- 2026	176
- 2027	230
- 2028	236
- Thereafter	2,998

The weighted average duration for the payment of these cash flows is 5.64 years.

Retirement benefit pension plans

The following table sets out the status of the plan : Statement of profit and loss

	Year ended	Year ended
	31 March 2023	31 March 2022
Current service cost	1	12
Net beneft expense	1	12

Balance Sheet

	As at	As at
	31 March 2023	31 March 2022
Defned beneft obligations	120	143
Fair value ofplan assets	-	-
Netplan liability	120	143
Current defned beneft obligations	3	3
Non-current defned beneft obligations	117	140

332

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Changes in present value of the retirement benefit pension plans are as follows:

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----- Start of picture text -----

Year ended
31 March 2023 31 March 2022
Opening defined benefit obligations 143 119
----- End of picture text -----

	Year ended	Year ended
	31 March 2023	31 March 2022
Openingdefned beneft obligations	143	119
Business combinations	-	29
Current service cost	1	12
Interest cost	1	1
Re-measurement(gains)losses in OCI
Actuarial changes arisingfrom changes in demographic assumptions	-	1
Actuarial changes arisingfrom changes in fnancial assumptions	(33)	(10)
Experience adjustments	-	(4)
Beneftspaid	(2)	(4)
Translation exchange diferences	10	(1)
Closing defned beneft obligations	120	143

The principal assumptions used in determining retirement benefit pension plans obligation are shown below:

	As at	As at
	31 March 2023	31 March 2022
Discount rate	3.36%	1.21%
Estimated rate of salaryincreases	2.50%	2.50%
The defned beneft obligations are expected to mature after 31 March 2023 as	follows:
Year ending 31 March,		Cash fows
- 2024		3
- 2025		3
- 2026		3
- 2027		5
- 2028		6
- Upto 10years		100

Employers Contribution to Provident Fund

The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India based on the assumption mentioned below.

The details of the fund and plan asset position are given below:-

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----- Start of picture text -----

31 March 2023 31 March 2022
----- End of picture text -----

	31 March 2023	31 March 2022

Fair value ofplan assets at theyear end	6,495	5,566
Present value of beneft obligation at year end	6,495	5,566
Net liability recognized in balance sheet	-	-

The amount of net liability as at 31 March 2023 has been recognized in the other comprehensive income.

Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach:

	31 March 2023	31 March 2022
Government of India(GOI)bondyield	7.40%	6.75%
Remainingterm of maturity	7.51years	7.60years
Expectedguaranteed interest rate	8.15%	8.10%

During the year ended 31 March 2023, the Group has contributed r 457 crores (previous year, r 342 crores) towards employer's contribution to provident fund.

333

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.32 Related party transactions

(a) Related parties where control exists

List of subsidiaries as at 31 March 2023 and 31 March 2022 is as below:

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

Direct subsidiaries
1	HCL Comnet Systems & Services Limited	India	100%	100%
2	HCL Bermuda Limited	Bermuda	100%	100%
3	HCL Technologies(Shanghai)Limited	China	100%	100%
4	HCL Singapore Pte. Limited	Singapore	100%	100%
5	HCL Training& StafngServices Private Limited	India	100%	100%
6	Geometric Americas, Inc.	USA	100%	100%
7	HCL Asia Pacifc Pte. Ltd.	Singapore	100%	100%
8	Geometric Europe GmbH	Germany	100%	100%
9	SankalpSemiconductor Private Limited	India	100%	100%
10	H C L Technologies Lanka(Private)Limited	Sri Lanka	100%	100%
11	HCL Technologies Jigani Limited ^	India	100%	-
Step down subsidiaries of direct subsidiaries
12	HCL Great Britain Limited	UK	100%	100%
13	HCL Australia Services Pty. Limited	Australia	100%	100%
14	HCL(New Zealand)Limited	New Zealand	100%	100%
15	HCL HongKongSAR Limited	HongKong	100%	100%
16	HCL Japan Limited	Japan	100%	100%
17	HCL America Inc.	USA	100%	100%
18	HCL Technologies Austria GmbH	Austria	100%	100%
19	HCL Software Products Limited	India	100%	100%
20	HCL Poland Sp.z.o.o	Poland	100%	100%
21	HCL EAS Limited	UK	100%	100%
22	HCL Insurance BPO Services Limited	UK	100%	100%
23	Axon GroupLimited	UK	100%	100%
24	HCL Canada Inc.	Canada	100%	100%
25	HCL Technologies Solutions GmbH	Switzerland	100%	100%
26	Axon Solutions Pty. Limited !	Australia	-	100%
27	Axon Solutions Limited	UK	100%	100%
28	HCL Technologies Malaysia Sdn. Bhd.	Malaysia	100%	100%
29	Axon Solutions(Shanghai)Co. Limited	China	100%	100%
30	HCL Technologies(Proprietary)Ltd %	South Africa	48.16%	48.16%
31	HCL Argentina s.a.	Argentina	100%	100%
32	HCL Technologies Mexico S. de R.L.	Mexico	100%	100%
33	HCL Technologies Romania s.r.l.	Romania	100%	100%
34	HCL Technologies Startschema Kft. (Formerly "HCL HungaryKft")	Hungary	100%	100%
35	HCL Latin America HoldingLLC	USA	100%	100%
36	HCL (Brazil) Tecnologia da Informacao LTDA (Formerly "HCL(Brazil)Technologia da informacao EIRELI")	Brazil	100%	100%
37	HCL Technologies Denmark Aps	Denmark	100%	100%
38	HCL Technologies NorwayAS	Norway	100%	100%

334

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

39	PT. HCL Technologies Indonesia Limited	Indonesia	100%	100%
40	HCL Technologies Philippines Inc.	Philippines	100%	100%
41	HCL Technologies South Africa(Proprietary)Limited %	South Africa	36.40%	36.40%
42	HCL Arabia LLC	Saudi Arabia	100%	100%
43	HCL Technologies France SAS	France	100%	100%
44	Filial Espanola De HCL Technologies S.L	Spain	100%	100%
45	Anzospan Investments PtyLimited %	South Africa	70%	70%
46	HCL Investments(UK)Limited	UK	100%	100%
47	Statestreet HCL HoldingUK Limited **	UK	100%	100%
48	Statestreet HCL Services(Philippines)Inc. **	Philippines	100%	100%
49	Statestreet HCL Services(India)Private Limited **	India	100%	100%
50	HCL America Solutions Inc.	USA	100%	100%
51	HCL Technologies Chile Spa	Chile	100%	100%
52	HCL Technologies UK Limited	UK	100%	100%
53	HCL Technologies B.V.	Netherlands	100%	100%
54	HCL(Ireland)Information Systems Limited	Ireland	100%	100%
55	HCL Technologies GermanyGmbH	Germany	100%	100%
56	HCL Technologies Belgium BV (Formerly "HCL Technologies Belgium BVBA")	Belgium	100%	100%
57	HCL Technologies Sweden AB	Sweden	100%	100%
58	HCL Technologies Finland Oy	Finland	100%	100%
59	HCL Technologies ItalyS.P.A	Italy	100%	100%
60	HCL Technologies Columbia S.A.S	Columbia	100%	100%
61	HCL Technologies Middle East FZ-LLC	UAE	100%	100%
62	HCL Istanbul Bilisim Teknolojileri Limited Sirketi	Turkey	100%	100%
63	HCL Technologies Greece Single Member P.C	Greece	100%	100%
64	HCL Technologies S.A.	Venezuela	100%	100%
65	HCL Technologies BeijingCo., Ltd	China	100%	100%
66	HCL Technologies LuxembourgS.a r.l	Luxembourg	100%	100%
67	HCL Technologies Egypt Limited	Egypt	100%	100%
68	HCL Technologies Estonia OÜ	Estonia	100%	100%
69	HCL Technologies(Thailand)Ltd.	Thailand	100%	100%
70	HCL Technologies Czech Republic s.r.o.	Czech Republic	100%	100%
71	HCL Muscat Technologies L.L.C.	Oman	100%	100%
72	Point to Point Limited !	UK	-	100%
73	Point to Point Products Limited !	UK	-	100%
74	HCL Technologies Lithuania UAB	Lithuania	100%	100%
75	HCL Technologies(Taiwan)Ltd.	China	100%	100%
76	Geometric China, Inc.	China	100%	100%
77	Butler America Aerospace LLC	USA	100%	100%
78	HCL Lending Solutions, LLC (Formerly "Urban Fulfllment Services LLC")	USA	100%	100%
79	Datawave(An HCL Technologies Company)Limited	Scotland	100%	100%
80	HCL Technologies Corporate Services Limited	UK	100%	100%
81	C3i Support Services Private Limited	India	100%	100%

335

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

82	Telerx MarketingInc.	USA	100%	100%
83	C3i Europe Eood	Bulgaria	100%	100%
84	C3i Japan GK	Japan	100%	100%
85	C3i Services &Technologies(Dalian)Co., Ltd	China	100%	100%
86	HCL Technologies SEP Holdings Inc !	USA	-	100%
87	Actian Corporation	USA	100%	100%
88	Actian Australia Pty. Ltd.	Australia	100%	100%
89	Actian Europe Limited	UK	100%	100%
90	Actian France SAS	France	100%	100%
91	Actian GermanyGmbH	Germany	100%	100%
92	Actian International, Inc.	USA	100%	100%
93	Actian Netherlands B.V.!	Netherlands	-	100%
94	Actian TechnologyPrivate Limited	India	100%	100%
95	Versant GmbH	Germany	100%	100%
96	Versant India Private Limited	India	100%	100%
97	HCL Technologies Vietnam CompanyLimited	Vietnam	100%	100%
98	HCL Guatemala, Sociedad Anonima	Guatemala	100%	100%
99	SankgujSemiconductor Private Limited	India	100%	100%
100	SankalpSemiconductor Inc.	Canada	100%	100%
101	SankalpUSA Inc. !	USA	-	100%
102	SankalpSemiconductor GmbH.	Germany	100%	100%
103	SankalpSemiconductor SDN.BHD.	Malaysia	100%	100%
104	HCL Technologies Trinidad And Tobago Limited	Trinidad and Tobago	100%	100%
105	HCL Technologies Azerbaijan Limited LiabilityCompany	Azerbaijan	100%	100%
106	HCL Technologies Bulgaria EOOD	Bulgaria	100%	100%
107	HCL Vietnam Company Limited (Formerly known as HCL Technologies(Vietnam)CompanyLimited)	Vietnam	100%	100%
108	HCL Technologies Angola(SU), LDA	Angola	100%	100%
109	DWS PtyLimited(Formely"DWS Limited")	Australia	100%	100%
110	DWS(New Zealand)Ltd	New Zealand	100%	100%
111	Phoenix IT & T ConsultingPtyLtd	Australia	100%	100%
112	Wallis Nominees(Computing)PtyLtd	Australia	100%	100%
113	DWS(NSW)PtyLtd	Australia	100%	100%
114	Symplicit PtyLtd	Australia	100%	100%
115	Projects Assured PtyLtd	Australia	100%	100%
116	DWS Product Solutions PtyLtd	Australia	100%	100%
117	Graeme V Jones & Associates PtyLtd	Australia	100%	100%
118	Strategic Data Management PtyLtd	Australia	100%	100%
119	SDM Sales PtyLtd	Australia	100%	100%
120	HCL Technologies S.A.C.	Peru	100%	100%
121	HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada	Costa Rica	100%	100%
122	HCL Technologies gbs GmbH (Formerly "gbs- Gesellschaft für Banksysteme GmbH")	Germany	51%	51%
123	HCL Technologies Slovakia s. r. o.	Slovakia	100%	100%

336

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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----- Start of picture text -----

S. No. Name of the Subsidiaries Country of Percentage holding as at
Incorporation 31 March 2023 31 March 2022
----- End of picture text -----

S. No.	Name of the Subsidiaries	Country of Incorporation	Percentage holding as at	Percentage holding as at
			31 March 2023	31 March 2022

124	HCL Technologies Bahrain W.L.L	Bahrain	100%	100%
125	HCL Technologies Morocco Limited	Morocco	100%	100%
126	Starschema kft. (Formerly "Starschema Kereskedelmi és Szolgáltató kft.")# *	Hungary	-	-
127	Manzina Tech GmbH #	Switzerland	100%	-
128	Starschema Inc #	USA	100%	-
129	Confnale AG #	Switzerland	100%	-
130	Brilliant Data LLC #	USA	100%	-
131	Confnale(Deutschland)GmbH #	Germany	100%	-
132	Confnale(UK)Limited #	UK	100%	-
133	Quest Informatics Private Limited #	India	100%	-

^ Incorporated during the year.

Acquired during the year. ! Closed during the year.

Merged during the year.

% The Group has majority composition of board of directors and management control. ** The Group has equity interest of 49% and 100% dividend rights and control.

Employee benefit trusts incorporated in India Hindustan Instruments Limited Employees Provident Fund Trust HCL Consulting Limited Employees Superannuation Scheme HCL Comnet System and Services Limited Employees Provident Fund Trust HCL Technologies Employees Group Gratuity Trust HCL Technologies Stock Options Trust C3i Support Services Employees Gratuity Trust Sankalp Stock Trust (closed w.e.f 6th March 2023) Sankalp Semiconductor Private Limited Employees Group Gratuity Trust

(b) Related parties with whom transactions have taken place

Key Management Personnel Mr. C. Vijayakumar – Chief Executive Officer and Managing director (appointed Managing Director w.e.f. 20 July 2021) Mr. Prateek Aggarwal – Chief Financial Officer

Mr. Manish Anand – Company Secretary

Mr. Shiv Nadar – Chief Strategy Officer (ceased to be Managing Director w.e.f. 19 July 2021)

Non-Executive & Independent Directors

337

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Non-Executive & Non-Independent Directors

Ms. Roshni Nadar Malhotra, Chairperson Mr. Shikhar Malhotra

Others(Signifcant infuence)	Others(Signifcant infuence)
Mr. Shiv Nadar(ceased to be ManagingDirector w.e.f. 19 July2021)
HCL Infosystems Limited	Ms. Kiran Nadar
HCL Avitas Private Limited	HCL IT CityLucknow Private Limited
Vama Sundari Investments(Delhi)Private Limited	HCL Infotech Limited
HCL Corporation Private Limited	Shiv Nadar University
SSN Investments(Pondi)Private Limited	HCL Holdings Private Limited
Naksha Enterprises Private Limited	Shiv Nadar Foundation*
Kiran Nadar Musuem of Art*

Public Charitable Trusts in which Mr. Shiv Nadar or his family members are managing trustees.

==> picture [479 x 331] intentionally omitted <==

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Significant influence
Transactions with related parties during the normal course of business Year ended
31 March 2023 31 March 2022
Revenue from operations 1 14
Interest income 2 2
Employee benefit expense 67 60
Payment for use of facilities - 4
Interim dividend 7,909 6,876
Sale of capital equipments 1 -
Depreciation charge on right-of-use assets 33 32
Interest expense on the lease liability 5 5
Other expenses 6 5
Year ended
Material related party transactions
31 March 2023 31 March 2022
Interim dividend paid
Vama Sundari Investments (Delhi) Private Limited 5,729 4,949
HCL Holdings Private Limited 2,144 1,876
Year ended
Transactions with Key Managerial personnel during the year (on accrual basis)
31 March 2023 31 March 2022
Compensation
- Short-term employee benefits 44 37
- Other long-term employee benefits 51 44
Interim dividend 2 2
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Other long term employee benefits include expense of r 41 crores (previous year, r 11 crores) recorded by the Company on account of share-based payments which were granted on 23 December 2022. Above does not include post-employment benefits based on actuarial valuation as this is done for the company as a whole.

Transactions with Directors during the year	Year ended	Year ended
	31 March 2023	31 March 2022
Commission & other benefts to Directors(includes sittingfees)	13	10

338

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

Outstanding balances	Signifcant infuence	Signifcant infuence
	As at
	31 March 2023	31 March 2022
Trade receivables, other fnancial assets and other assets	26	32
Tradepayables and other fnancial liabilities	37	20
Employee and otherpayables	46	61
Right-of-use assets	65	61
Lease liabilities	67	69

All transactions entered by the Group with related parties are at arm’s length and in ordinary course of business.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of such subsidiary companies incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary companies incorporated in India (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Holding Company or any of such subsidiary companies incorporated in India have not received any funds from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiary companies incorporated in India shall whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3.33 Research and development expenditure

	Year ended	Year ended
	31 March 2023	31 March 2022
Amount charged to statement ofproft and loss	1,632	1,526
	1,632	1,526

3.34 Commitments and contingent liabilities

==> picture [495 x 33] intentionally omitted <==

----- Start of picture text -----

As at
31 March 2023 31 March 2022
----- End of picture text -----

		As at	As at
		31 March 2023	31 March 2022

(i)	Capital and other commitments
	Capital commitments
	Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)	228	541

	Uncalled liability on other investments partly paid
	Capital commitment in limited liability partnership	3	5

(ii)	Contingent liabilities
	Others	2	346
		233	892

Notes :

(a) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Group towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be notified. The Group will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are notified.

339

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

(b) The Group is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Group records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Group reviews these provisions at least quarterly and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Group believes that the amount or estimable range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of the Group, or cash flows with respect to loss contingencies for legal and other contingencies as at 31 March 2023.
(c) A wholly owned subsidiary (‘WOS’) with a VSAT License had received a demand from Department of Telecommunications (DoT) in February 2015 for FY 2011-12 and FY 2013-14 for an amount of $18 (INR 133 crores), including penalty, interest and interest on penalty. Further, in July 2021, the WOS has received updated provisional order for FY 2011-12 and FY 2013-14 for an amount of $46 (INR 346 crores) after updating interest up to July 2021. It had received provisional assessment orders for all the prior and future years with no demand. Demand is primarily due to DoT including IT Services revenues and related exchange gains in Adjusted Gross Revenue (AGR). The WOS had obtained stay in 2015 and its petition is pending adjudication at the Hon’ble Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”). The IT Services business had been demerged from the WOS with effect 1 April 2012. The Hon’ble Supreme Court has pronounced its ruling on the AGR matter relating to Unified Access Service License on 24 October 2019. Subsequent to this ruling, the Company had obtained legal opinion and was of the view that it should be able to defend its position in the above matter. The Company has received a favorable judgement from TDSAT setting aside the demand raised by DOT including IT services revenue and related exchange gains in AGR.

3.35 Additional information under general instructions for the preparation of consolidated financial statements of Schedule III to the Companies Act, 2013

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Percentage total assets minus Net Assets, i.e. Share in profit and loss comprehensive Share in other comprehensive Share in total
holding liabilities as at income income
S. No. Name of the Entity incorporationCountry of 31 March as at 31 March 2023
2023 As % of As % of As % of As % of
Amount Amount Amount Amount
consolidate consolidate consolidate consolidate
----- End of picture text -----

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2023	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2023
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

Parent	HCL Technologies Limited	India	NA	48.50	31,720	75.94	11,375	116.67	(280)	75.27	11,095
Subsidiaries
Indian
1	HCL Comnet Systems & Services Limited	India	100%	0.02	12	0.01	1	-	-	0.01	1
2	Statestreet HCL Services (India) Private Limited *	India	100%	0.83	542	0.65	98	(1.26)	3	0.69	101
3	HCL Software Products Limited	India	100%	0.22	146	0.73	110	-	-	0.75	110
4	HCL Training & Stafng Services Private Limited	India	100%	0.08	51	(0.30)	(45)	-	-	(0.31)	(45)
5	C3i Support Services Private Limited	India	100%	0.10	63	0.06	8	-	-	0.05	8
6	Sankalp Semiconductor Private Limited	India	100%	0.28	186	0.16	24	-	-	0.16	24
7	Sankguj Semiconductor Private Limited	India	100%	0.00	0	0.00	0	-	-	-	-
8	Quest Informatics Private Limited	India	100%	0.07	45	0.02	4	-	-	0.03	4
9	HCL Technologies Jigani Limited	India	100%	0.00	0	(0.00)	(0)	-	-	-	-
Foreign
10	HCL Bermuda Limited	Bermuda	100%	0.01	8	(0.00)	(2)	-	-	(0.01)	(2)
11	HCL Technologies (Shanghai)Limited	China	100%	0.36	236	0.15	22	-	-	0.15	22
12	HCL Singapore Pte. Limited	Singapore	100%	0.63	409	0.66	99	-	-	0.67	99
13	HCL Great Britain Limited	UK	100%	0.00	0	(0.01)	(3)	-	-	(0.02)	(3)
14	HCL Australia Services Pty. Limited	Australia	100%	0.48	314	0.40	60	-	-	0.41	60
15	HCL (New Zealand) Limited	New Zealand	100%	0.28	185	0.14	20	-	-	0.14	20
16	HCL Hong Kong SAR Limited	Hong Kong	100%	0.03	22	0.05	7	-	-	0.05	7

340

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [494 x 56] intentionally omitted <==

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2023	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2023
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

17	HCL Japan Limited	Japan	100%	0.54	355	0.21	32	-	-	0.22	32
18	HCL America Inc.	USA	100%	8.21	5,367	5.11	766	-	-	5.20	766
19	HCL Technologies Austria GmbH	Austria	100%	(0.01)	(6)	0.04	5	-	-	0.03	5
20	HCL Poland Sp.z.o.o	Poland	100%	0.03	19	0.26	39	-	-	0.26	39
21	HCL EAS Limited	UK	100%	0.02	12	0.12	18	-	-	0.12	18
22	HCL Insurance BPO Services Limited	UK	100%	0.07	47	0.12	18	-	-	0.12	18
23	Axon Group Limited	UK	100%	(0.07)	(47)	(0.32)	(48)	-	-	(0.33)	(48)
24	HCL Canada Inc.	Canada	100%	0.63	410	0.98	147	-	-	1.00	147
25	HCL Technologies Solutions GmbH	Switzerland	100%	0.35	228	0.03	4	-	-	0.03	4
26	Axon Solutions Pty. Limited	Australia	0%	0.00	0	-	-	-	-	-	-
27	Axon Solutions Limited	UK	100%	(0.02)	(14)	0.12	19	-	-	0.13	19
28	HCL Technologies Malaysia Sdn. Bhd.	Malaysia	100%	0.11	74	0.10	16	-	-	0.11	16
29	Axon Solutions (Shanghai) Co. Limited	China	100%	1.02	664	0.23	34	-	-	0.23	34
30	HCL Technologies (Proprietary)Ltd	South Africa	48.16%	0.62	408	0.40	60	-	-	0.41	60
31	HCL Argentina s.a.	Argentina	100%	0.02	14	(0.00)	(0)	-	-	-	-
32	HCL Technologies Mexico S. de R.L.	Mexico	100%	0.36	239	0.28	42	-	-	0.28	42
33	HCL Technologies Romania s.r.l.	Romania	100%	0.07	48	0.11	17	-	-	0.12	17
34	HCL Technologies Startschema Kft. (Formerly "HCL Hungary Kft")	Hungary	100%	0.47	306	(0.17)	(26)	-	-	(0.18)	(26)
35	HCL Latin America HoldingLLC	USA	100%	0.05	31	0.00	(1)	-	-	(0.01)	(1)
36	HCL (Brazil) Tecnologia da Informacao LTDA (Formerly "HCL (Brazil) Technologia da informacao EIRELI")	Brazil	100%	0.49	323	0.12	19	-	-	0.13	19
37	HCL Technologies Denmark Aps	Denmark	100%	0.47	304	0.27	41	-	-	0.28	41
38	HCL Technologies Norway AS	Norway	100%	0.18	115	0.31	46	-	-	0.31	46
39	PT. HCL Technologies Indonesia Limited	Indonesia	100%	0.05	32	0.04	6	-	-	0.04	6
40	HCL Technologies Philippines Inc.	Philippines	100%	0.19	123	0.15	23	-	-	0.16	23
41	HCL Technologies South Africa (Proprietary) Limited	South Africa	36.40%	0.01	5	(0.00)	(0)	-	-	-	-
42	HCL Arabia LLC	Saudi Arabia	100%	0.15	95	0.01	2	-	-	0.01	2
43	HCL Technologies France SAS	France	100%	0.43	279	0.38	57	-	-	0.39	57
44	Filial Espanola De HCL Technologies S.L	Spain	100%	0.07	46	0.10	16	-	-	0.11	16
45	Anzospan Investments PtyLimited	South Africa	70%	(0.09)	(60)	0.07	11	-	-	0.07	11
46	HCL Investments (UK) Limited	UK	100%	0.96	626	0.13	19	-	-	0.13	19
47	HCL America Solutions Inc.	USA	100%	(0.12)	(81)	0.47	70	-	-	0.47	70
48	HCL Technologies Chile Spa	Chile	100%	0.09	60	0.05	8	-	-	0.05	8

341

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [494 x 56] intentionally omitted <==

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2023	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2023
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

49	HCL Technologies UK Limited	UK	100%	6.82	4,457	1.35	203	-	-	1.38	203
50	Statestreet HCL Holding UK Limited *	UK	100%	(0.00)	(0)	(0.00)	(0)	-	-	-	-
51	Statestreet HCL Services (Phillipines)Inc. *	Philippines	100%	0.04	27	(0.02)	(4)	-	-	(0.03)	(4)
52	HCL Technologies B.V.	Netherlands	100%	0.41	270	0.35	53	-	-	0.36	53
53	HCL (Ireland) Information Systems Limited	Ireland	100%	0.29	189	0.59	88	-	-	0.60	88
54	HCL Technologies GermanyGmbh	Germany	100%	0.46	299	0.99	149	(12.08)	29	1.21	178
55	HCL Technologies Belgium BV (Formerly "HCL Technologies Belgium BVBA")	Belgium	100%	0.65	424	0.17	25	-	-	0.17	25
56	HCL Technologies Sweden AB	Sweden	100%	2.26	1,481	1.52	228	-	-	1.55	228
57	HCL Technologies Finland Oy	Finland	100%	0.44	290	0.31	46	-	-	0.31	46
58	HCL Technologies Italy S.P.A	Italy	100%	(0.05)	(34)	0.18	27	-	-	0.18	27
59	HCL Technologies Columbia S.A.S	Columbia	100%	0.04	24	(0.01)	(3)	-	-	(0.02)	(3)
60	HCL Technologies Middle East FZ-LLC	UAE	100%	0.16	104	0.08	13	-	-	0.09	13
61	HCL Istanbul Bilisim Teknolojileri Limited Sirketi	Turkey	100%	0.03	22	0.01	2	-	-	0.01	2
62	HCL Technologies Greece Single Member P.C	Greece	100%	0.02	11	0.00	0	-	-	-	-
63	HCL Technologies S.A.	Venezuela	100%	0.00	1	(0.00)	(0)	-	-	-	-
64	HCL Technologies Beijing Co., Ltd	China	100%	0.02	14	0.03	5	-	-	0.03	5
65	HCL Technologies LuxembourgS.a r.l	Luxembourg	100%	0.01	5	0.01	1	-	-	0.01	1
66	HCL Technologies Egypt Limited	Egypt	100%	0.03	19	(0.00)	(0)	-	-	-	-
67	HCL Technologies Estonia OÜ	Estonia	100%	0.01	4	0.00	0	-	-	-	-
68	HCL Technologies (Thailand)Ltd.	Thailand	100%	0.07	44	0.05	7	-	-	0.05	7
69	HCL Technologies Czech Republic s.r.o.	Czech Republic	100%	0.15	95	0.16	24	-	-	0.16	24
70	HCL Muscat Technologies L.L.C.	Oman	100%	0.01	9	0.01	1	-	-	0.01	1
71	Point To Point Limited	UK	100%	0.06	42	-	-	-	-	-	-
72	Point To Point Products Limited	UK	100%	0.01	6	-	-	-	-	-	-
73	HCL Technologies Lithuania UAB	Lithuania	100%	0.02	15	0.03	5	-	-	0.03	5
74	HCL Technologies (Taiwan)Ltd.	China	100%	0.09	62	0.02	4	-	-	0.03	4
75	Geometric Americas, Inc.	USA	100%	0.40	260	0.02	3	-	-	0.02	3
76	HCL Asia Pacifc Pte Ltd.	Singapore	100%	0.05	36	0.01	2	-	-	0.01	2
77	Geometric Europe GmbH	Germany	100%	0.14	92	0.02	3	-	-	0.02	3
78	Geometric China, Inc.	China	100%	0.01	5	0.00	(1)	-	-	(0.01)	(1)
79	Butler America Aerospace LLC	USA	100%	0.96	627	(0.01)	(3)	-	-	(0.02)	(3)
80	HCL Lending Solutions, LLC (Formerly "Urban Fulfllment Services LLC")	USA	100%	0.11	71	(0.23)	(34)	-	-	(0.23)	(34)

342

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2023	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2023
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

81	Datawave (An HCL Technologies Company) Limited	Scotland	100%	0.05	31	(0.00)	(2)	-	-	(0.01)	(2)
82	HCL Technologies Corporate Services Limited	UK	100%	11.55	7,551	0.00	0	-	-	-	-
83	Telerx Marketing Inc.	USA	100%	0.46	302	0.35	52	-	-	0.35	52
84	C3i Europe Eood	Bulgaria	100%	(0.05)	(30)	0.15	22	-	-	0.15	22
85	C3i (UK) Limited	UK	0%	-	-	0.01	1	-	-	0.01	1
86	C3i Japan GK	Japan	100%	0.02	11	0.05	8	-	-	0.05	8
87	C3i Services &Technologies (Dalian) Co., Ltd	China	100%	0.04	24	0.10	15	-	-	0.10	15
88	HCL Technologies SEP Holdings Inc	USA	100%	-	-	2.14	320	-	-	2.17	320
89	Actian Corporation (and including its subsidiaries)	USA	100%	4.22	2,763	1.96	294	-	-	1.99	294
90	HCL Technologies Vietnam Company Limited	Vietnam	100%	0.01	9	0.00	0	-	-	-	-
91	HCL Guatemala, Sociedad Anonima	Guatemala	100%	0.03	17	0.18	28	-	-	0.19	28
92	Sankalp Semiconductor Inc.	Canada	100%	0.01	9	0.00	0	-	-	-	-
93	Sankalp USA Inc.	USA	0%	0.00	2	0.00	1	-	-	0.01	1
94	Sankalp Semiconductor GmbH.	Germany	100%	0.00	0	0.00	0	-	-	-	-
95	Sankalp Semiconductor SDN.BHD.	Malaysia	100%	0.00	0	(0.00)	(0)	-	-	-	-
96	H C L Technologies Lanka (Private)Limited	Sri Lanka	100%	0.12	78	0.84	126	-	-	0.85	126
97	HCL TECHNOLOGIES TRINIDAD AND TOBAGO LIMITED	Trinidad and Tobago	100%	0.01	8	0.00	0	-	-	-	-
98	HCL Technologies Azerbaijan Limited Liability Company	Azerbaijan	100%	0.00	0	(0.00)	(0)	-	-	-	-
99	HCL Technologies Bulgaria EOOD	Bulgaria	100%	0.00	(4)	0.06	10	-	-	0.07	10
100	HCL Vietnam Company Limited (Formerly known as HCL Technologies (Vietnam) Company Limited)	Vietnam	100%	0.07	47	(0.36)	(54)	-	-	(0.37)	(54)
101	HCL Technologies Angola (SU), LDA	Angola	100%	0.05	33	0.01	2	-	-	0.01	2
102	HCL Technologies S.A.C.	Peru	100%	0.00	3	0.00	0	-	-	-	-
103	DWS Pty Limited (Formely "DWS Limited")	Australia	100%	0.81	530	(0.31)	(46)	-	-	(0.31)	(46)
104	Wallis Nominees (Computing)PtyLtd	Australia	100%	0.00	1	0.22	34	-	-	0.23	34
105	DWS (NSW) Pty Ltd	Australia	100%	0.11	72	0.12	18	-	-	0.12	18
106	Projects Assured Pty Ltd	Australia	100%	0.68	446	0.69	104	-	-	0.71	104
107	Symplicit Pty Ltd	Australia	100%	0.00	3	(0.10)	(14)	-	-	(0.09)	(14)
108	Phoenix IT & T Consulting PtyLtd	Australia	100%	0.00	0	0.02	3	-	-	0.02	3
109	DWS Product Solutions PtyLtd	Australia	100%	0.00	0	(0.04)	(5)	-	-	(0.03)	(5)
110	Graeme V Jones & Associates PtyLtd	Australia	100%	0.00	0	(0.03)	(5)	-	-	(0.03)	(5)
111	SDM Sales Pty Ltd	Australia	100%	0.00	0	(0.00)	(1)	-	-	0.00	(1)

343

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

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S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2023	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2023
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

112	Strategic Data Management PtyLtd	Australia	100%	0.00	0	0.00	0	-	-	-	-
113	DWS (New Zealand) Ltd	New Zealand	100%	0.01	4	0.03	4	-	-	0.03	4
114	HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada	Costa Rica	100%	0.01	9	0.02	3	-	-	0.02	3
115	HCL Technologies gbs GmbH (Formerly "gbs-Gesellschaft für Banksysteme GmbH")	Germany	51%	(0.01)	(5)	(0.08)	(12)	(3.33)	8	(0.03)	(4)
116	HCL Technologies Slovakia s. r. o.	Slovakia	100%	0.00	1	0.00	0	-	-	-	-
117	HCL Technologies Bahrain W.L.L	Bahrain	100%	0.00	2	(0.00)	(0)	-	-	-	-
118	HCL Technologies Morocco Limited	Morocco	100%	0.02	10	0.00	0	-	-	-	-
119	Starschema Inc	USA	100%	0.06	40	0.06	9	-	-	0.06	9
120	Brilliant Data LLC	USA	100%	0.00	2	0.00	0	-	-	-	-
121	Manzina Tech GmbH	Switzerland	100%	0.00	0	(0.00)	(0)	-	-	-	-
122	Confnale AG	Switzerland	100%	0.73	477	(0.15)	(23)	-	-	(0.16)	(23)
123	Confnale (Deutschland) GmbH	Germany	100%	0.03	17	0.03	4	-	-	0.03	4
124	Confnale (UK) Limited	UK	100%	0.00	3	0.01	2	-	-	0.01	2
Total				100.00	65,398	100.00	14,980	100.00	(240)	100.00	14,740
Non controlling interest					7		6		-		6
Consolidation adjustments					-		(135)		1,541		1,406
Consolidated Net assets / Proft after tax					65,405		14,851		1,301		16,152

Note: Dividend received from subsidiaries has been excluded from profits.

The Group has equity interest of 49% and 100% dividend rights and control.

3.35 Additional information under general instructions for the preparation of consolidated financial statements of Schedule III to the Companies Act, 2013

		Ct f	Percentage holding	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
S. No.	Name of the Entity	ounry o incorporation	as at 31 March	31 March 2022
			2022	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount
Parent	HCL Technologies Limited	India	NA	55.37	34,331	79.79	10,790	-	288	80.13	11,078
Subsidiaries
Indian
1	HCL Comnet Systems & Services Limited	India	100%	0.02	10	(0.01)	(2)	-	-	(0.01)	(2)
2	Statestreet HCL Services (India) Private Limited *	India	100%	0.69	427	(0.21)	(29)	-	1	(0.20)	(28)
3	HCL Software Products Limited	India	100%	0.16	101	0.90	122	-	-	0.88	122
4	HCL Training & Stafng Services Private Limited	India	100%	0.02	14	0.11	15	-	-	0.11	15
5	C3i Support Services Private Limited	India	100%	0.11	70	0.07	9	-	-	0.07	9
6	Sankalp Semiconductor Private Limited	India	100%	0.33	205	0.15	20	-	-	0.14	20
7	Sankguj Semiconductor Private Limited	India	100%	0.00	0	(0.00)	(0)	-	-	-	-

344

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [495 x 70] intentionally omitted <==

----- Start of picture text -----

Percentage total assets minus Net Assets, i.e. liabilities as at Share in profit and loss comprehensive Share in other income comprehensive Share in total income
holding
S. No. Name of the Entity Country of as at
incorporation 31 March 31 March 2022
2022
As % of As % of As % of As % of
Amount Amount Amount Amount
consolidate consolidate consolidate consolidate
----- End of picture text -----

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2022	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2022
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

Foreign
8	HCL Bermuda Limited	Bermuda	100%	0.01	4	(0.01)	(2)	-	-	(0.01)	(2)
9	HCL Technologies (Shanghai)Limited	China	100%	0.29	180	0.09	13	-	-	0.09	13
10	HCL Singapore Pte. Limited	Singapore	100%	0.37	227	0.50	67	-	-	0.48	67
11	HCL Great Britain Limited	UK	100%	0.28	174	0.05	7	-	-	0.05	7
12	HCL Australia Services Pty. Limited	Australia	100%	0.45	278	0.23	31	-	-	0.22	31
13	HCL (New Zealand) Limited	New Zealand	100%	0.26	159	0.15	20	-	-	0.14	20
14	HCL Hong Kong SAR Limited	Hong Kong	100%	0.05	34	0.07	10	-	-	0.07	10
15	HCL Japan Limited	Japan	100%	0.38	233	0.29	39	-	-	0.28	39
16	HCL America Inc.	USA	100%	7.96	4,936	5.29	715	-	-	5.17	715
17	HCL Technologies Austria GmbH	Austria	100%	0.00	2	0.05	6	-	-	0.04	6
18	HCL Poland Sp.z.o.o	Poland	100%	0.09	53	0.26	35	-	-	0.25	35
19	HCL EAS Limited	UK	100%	0.53	329	0.06	8	-	-	0.06	8
20	HCL Insurance BPO Services Limited	UK	100%	0.07	45	0.22	30	-	-	0.22	30
21	Axon Group Limited	UK	100%	0.02	9	(0.03)	(4)	-	-	(0.03)	(4)
22	HCL Canada Inc.	Canada	100%	0.58	361	0.71	96	-	-	0.69	96
23	HCL Technologies Solutions GmbH	Switzerland	100%	0.25	155	0.07	10	-	-	0.07	10
24	Axon Solutions Pty. Limited	Australia	100%	0.00	0	0.00	0	-	-	-	-
25	Axon Solutions Limited	UK	100%	0.25	157	0.11	15	-	-	0.11	15
26	HCL Technologies Malaysia Sdn. Bhd.	Malaysia	100%	0.08	52	0.14	19	-	-	0.14	19
27	Axon Solutions (Shanghai) Co. Limited	China	100%	0.99	612	0.23	31	-	-	0.22	31
28	HCL Technologies (Proprietary)Ltd	South Africa	48.16%	0.62	382	0.37	50	-	-	0.36	50
29	HCL Argentina s.a.	Argentina	100%	0.04	23	0.01	1	-	-	0.01	1
30	HCL Mexico S. de R.L.	Mexico	100%	0.20	122	0.25	34	-	-	0.25	34
31	HCL Technologies Romania s.r.l.	Romania	100%	0.03	19	0.05	7	-	-	0.05	7
32	HCL Hungary Kft	Hungary	100%	0.52	322	(0.04)	(6)	-	-	(0.04)	(6)
33	HCL Latin America HoldingLLC	USA	100%	0.03	20	(0.06)	(8)	-	-	(0.06)	(8)
34	HCL (Brazil) Technologia da informacao EIRELI	Brazil	100%	0.39	242	0.23	31	-	-	0.22	31
35	HCL Technologies Denmark Aps	Denmark	100%	0.25	155	0.23	31	-	-	0.22	31
36	HCL Technologies Norway AS	Norway	100%	0.18	110	0.15	20	-	-	0.14	20
37	PT. HCL Technologies Indonesia Limited	Indonesia	100%	0.05	30	0.01	1	-	-	0.01	1
38	HCL Technologies Philippines Inc.	Philippines	100%	0.22	136	0.22	29	-	-	0.21	29
39	HCL Technologies South Africa (Proprietary) Limited	South Africa	36.40%	0.04	27	0.01	1	-	-	0.01	1
40	HCL Arabia LLC	Saudi Arabia	100%	0.08	51	0.07	9	-	-	0.07	9

345

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [494 x 71] intentionally omitted <==

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2022	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2022
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

41	HCL Technologies France SAS	France	100%	0.36	223	0.28	38	-	-	0.27	38
42	Filial Espanola De HCL Technologies S.L	Spain	100%	0.06	38	0.05	7	-	-	0.05	7
43	Anzospan Investments PtyLimited	South Africa	70%	0.00	2	(0.00)	(0)	-	-	-	-
44	HCL Investments (UK) Limited	UK	100%	0.94	584	0.26	35	-	-	0.25	35
45	HCL America Solutions Inc.	USA	100%	(0.34)	(213)	0.39	52	-	-	0.38	52
46	HCL Technologies Chile Spa	Chile	100%	0.11	66	0.04	5	-	-	0.04	5
47	HCL Technologies UK Limited	UK	100%	4.82	2,988	0.73	99	-	-	0.72	99
48	Statestreet HCL Holding UK Limited *	UK	100%	-	-	(0.00)	(0)	-	-	-	-
49	Statestreet HCL Services (Phillipines)Inc. *	Philippines	100%	0.05	30	(0.01)	(1)	-	-	(0.01)	(1)
50	HCL Technologies B.V.	Netherlands	100%	0.19	120	0.34	46	-	-	0.33	46
51	HCL (Ireland) Information Systems Limited	Ireland	100%	0.16	99	0.63	85	-	-	0.61	85
52	HCL Technologies GermanyGmbh	Germany	100%	0.50	310	0.28	38	-	13	0.37	51
53	HCL Technologies Belgium BV (Formerly "HCL Technologies Belgium BVBA")	Belgium	100%	0.31	193	0.10	14	-	-	0.10	14
54	HCL Technologies Sweden AB	Sweden	100%	2.61	1,618	1.70	230	-	-	1.66	230
55	HCL Technologies Finland Oy	Finland	100%	0.36	224	0.41	56	-	-	0.41	56
56	HCL Technologies Italy S.P.A	Italy	100%	(0.01)	(4)	0.18	24	-	-	0.17	24
57	HCL Technologies Columbia S.A.S	Columbia	100%	0.05	28	(0.01)	(1)	-	-	(0.01)	(1)
58	HCL Technologies Middle East FZ-LLC	UAE	100%	0.08	49	(0.02)	(2)	-	-	(0.01)	(2)
59	HCL Istanbul Bilisim Teknolojileri Limited Sirketi	Turkey	100%	0.01	8	0.02	3	-	-	0.02	3
60	HCL Technologies Greece Single Member P.C	Greece	100%	0.01	7	0.00	1	-	-	0.01	1
61	HCL Technologies S.A.	Venezuela	100%	0.00	1	0.00	0	-	-	-	-
62	HCL Technologies Beijing Co., Ltd	China	100%	0.05	32	0.02	2	-	-	0.01	2
63	HCL Technologies LuxembourgS.a r.l	Luxembourg	100%	0.01	6	0.01	1	-	-	0.01	1
64	HCL Technologies Egypt Limited	Egypt	100%	0.02	14	0.01	1	-	-	0.01	1
65	HCL Technologies Estonia OÜ	Estonia	100%	0.01	6	0.00	0	-	-	-	-
66	HCL Technologies (Thailand)Ltd.	Thailand	100%	0.03	20	0.03	4	-	-	0.03	4
67	HCL Technologies Czech Republic s.r.o.	Czech Republic	100%	0.14	90	0.14	19	-	-	0.14	19
68	HCL Muscat Technologies L.L.C.	Oman	100%	0.01	6	0.00	0	-	-	-	-
69	Point To Point Limited	UK	100%	0.07	41	(0.00)	(0)	-	-	-	-
70	Point To Point Products Limited	UK	100%	0.01	6	0.00	0	-	-	-	-
71	HCL Technologies Lithuania UAB	Lithuania	100%	0.00	0	0.08	10	-	-	0.07	10

346

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [495 x 70] intentionally omitted <==

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2022	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2022
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

72	HCL Technologies (Taiwan)Ltd.	China	100%	0.08	48	0.03	4	-	-	0.03	4
73	Geometric Americas, Inc.	USA	100%	0.49	302	0.17	23	-	-	0.17	23
74	HCL Asia Pacifc Pte Ltd.	Singapore	100%	0.05	31	0.04	5	-	-	0.04	5
75	Geometric Europe GmbH	Germany	100%	0.14	89	(0.00)	(0)	-	-	-	-
76	Geometric China, Inc.	China	100%	0.03	19	0.00	0	-	-	-	-
77	Butler America Aerospace LLC	USA	100%	1.00	620	(0.27)	(37)	-	-	(0.27)	(37)
78	HCL Lending Solutions, LLC (formely "Urban Fulfllment Services LLC")	USA	100%	0.13	80	0.36	48	-	-	0.35	48
79	Datawave (An HCL Technologies Company) Limited	Scotland	100%	0.06	39	0.00	0	-	-	-	-
80	HCL Technologies Corporate Services Limited	UK	100%	8.63	5,351	0.00	1	-	-	0.01	1
81	Telerx Marketing Inc.	USA	100%	0.38	234	0.89	121	-	-	0.88	121
82	C3i Europe Eood	Bulgaria	100%	0.01	6	0.19	26	-	-	0.19	26
83	C3i (UK) Limited	UK	100%	-	-	(0.01)	(1)	-	-	(0.01)	(1)
84	C3i Japan GK	Japan	100%	0.01	4	0.00	0	-	-	-	-
85	C3i Services &Technologies (Dalian) Co., Ltd	China	100%	0.05	33	0.05	7	-	-	0.05	7
86	HCL Technologies SEP Holdings Inc	USA	100%	0.31	194	(0.36)	(48)	-	-	(0.35)	(48)
87	Actian Corporation (and including its subsidiaries)	USA	100%	3.73	2,315	1.19	161	-	-	1.16	161
88	HCL Technologies Vietnam Company Limited	Vietnam	100%	0.01	5	0.00	1	-	-	0.01	1
89	HCL Guatemala, Sociedad Anonima	Guatemala	100%	0.01	5	0.18	25	-	-	0.18	25
90	Sankalp Semiconductor Inc.	Canada	100%	0.01	8	0.00	0	-	-	-	-
91	Sankalp USA Inc.	USA	100%	0.00	3	0.01	1	-	-	0.01	1
92	Sankalp Semiconductor GmbH.	Germany	100%	-	-	(0.00)	(0)	-	-	-	-
93	Sankalp Semiconductor SDN.BHD	Malaysia	100%	-	-	(0.00)	(0)	-	-	-	-
94	H C L Technologies Lanka (Private)Limited	Sri Lanka	100%	0.10	60	0.63	85	-	-	0.61	85
95	HCL TECHNOLOGIES TRINIDAD AND TOBAGO LIMITED	Trinidad and Tobago	100%	0.01	5	0.00	0	-	-	-	-
96	HCL Technologies Azerbaijan Limited Liability Company	Azerbaijan	100%	-	-	(0.00)	(0)	-	-	-	-
97	HCL Technologies Bulgaria EOOD	Bulgaria	100%	0.00	1	0.02	2	-	-	0.01	2
98	HCL Vietnam Company Limited (Formerly known as HCLTechnologies (Vietnam) Company Limited)	Vietnam	100%	0.06	34	(0.27)	(36)	-	-	(0.26)	(36)
99	HCL Technologies Angola (SU), LDA	Angola	100%	0.01	6	0.00	1	-	-	0.01	1
100	HCL Technologies S.A.C.	Peru	100%	0.00	1	0.00	0	-	-	-	-
101	DWS Pty Limited (Formely "DWS Limited")	Australia	100%	0.87	539	(0.48)	(65)	-	-	(0.47)	(65)

347

Consolidated Financial Statements

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

==> picture [494 x 70] intentionally omitted <==

S. No.	Name of the Entity	Country of incorporation	Percentage holding as at 31 March 2022	Net Assets, i.e. total assets minus liabilities as at	Net Assets, i.e. total assets minus liabilities as at	Share in proft and loss	Share in proft and loss	Share in other comprehensive income	Share in other comprehensive income	Share in total comprehensive income	Share in total comprehensive income
				31 March 2022
				As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount	As % of consolidate	Amount

102	Wallis Nominees (Computing)PtyLtd	Australia	100%	0.07	42	0.39	53	-	-	0.38	53
103	DWS (NSW) Pty Ltd	Australia	100%	0.09	56	0.12	17	-	-	0.12	17
104	Projects Assured Pty Ltd	Australia	100%	0.76	471	0.73	98	-	-	0.71	98
105	Symplicit Pty Ltd	Australia	100%	0.01	7	(0.02)	(3)	-	-	(0.00)	(3)
106	Phoenix IT & T Consulting PtyLtd	Australia	100%	0.00	0	0.00	0	-	-	-	-
107	DWS Product Solutions PtyLtd	Australia	100%	0.00	0	0.00	0	-	-	-	-
108	Graeme V Jones & Associates PtyLtd	Australia	100%	0.00	0	(0.00)	(0)	-	-	-	-
109	SDM Sales Pty Ltd	Australia	100%	0.00	0	(0.00)	(0)	-	-	-	-
110	Strategic Data Management PtyLtd	Australia	100%	0.00	0	0.00	0	-	-	-	-
111	DWS (New Zealand) Ltd	New Zealand	100%	0.00	0	(0.00)	(0)	-	-	-	-
112	HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada	Costa Rica	100%	0.00	2	0.00	0	-	-	-	-
113	gbs - Gesellschaft fur Banksysteme GmbH	Germany	51%	(0.00)	(2)	(0.03)	(4)	-	-	(0.03)	(4)
114	HCL Technologies Slovakia s. r. o.	Slovakia	100%	-	-	-	-	-	-	-	-
115	HCL Technologies Bahrain W.L.L	Bahrain	100%	-	-	-	-	-	-	-	-
116	HCL Technologies Morocco Limited	Morocco	100%	-	-	-	-	-	-	-	-
Associates
Foreign
117	Austin GIS, Inc.	USA	13.9%	0.01	9	0.00	1	-	-	0.01	1

Total				100.00	62,006	100.00	13,523	-	302	100.00	13,825
Non controlling interest					(92)		(24)		(5)		(29)
Consolidation adjustments					-		-		455		455
Consolidated Net assets / Proft after tax					61,914		13,499		752		14,251

Note: Dividend received from subsidiaries has been excluded from profits.

The Group has equity interest of 49% and 100% dividend rights and control.

348

HCL Technologies Annual Report 2022-23

Notes to consolidated financial statements for the year ended 31 March 2023

(All amounts in crores of ` , except share data and as stated otherwise)

3.36 Subsequent events

The Board of Directors at its meeting held on 20 April 2023 has declared an interim dividend of r 18 per share.

As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm’s Registration No. : 101248W/W-100022

For and on behalf of the Board of Directors of HCL Technologies Limited

C. Vijayakumar S. Madhavan Chief Executive Officer Director and Managing Director DIN - 06451889 DIN - 09244485 Goutam Rungta Manish Anand Corporate Vice President - Finance Company Secretary

349

Consolidated Financial Statements

Extent of shareholding (in percentage)	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	48%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
Proposed Dividend	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Proft/ (Loss) after taxation	5,863	263,953	269,164	1,040,931	(450,715)	(9,758)	1,528,131	91,797	62,379	328,600	12,161,383	78,759	1,057,528	31,647	52,258	508,408	1,990,850	211,421	3,093,468	1,470,734	48,291	(3,456)	197,891	423,212	568,511	(176,716)	317,180	171,447	(181,843)	(34,100)	520,616	257,815	448,096	27,734	179,246
Provision for taxation	153	-	49,814	148,687	(110,404)	(610)	680,968	42,455	8,053	210,238	4,250,919	26,056	676,400	11,637	10,729	(4,793)	-	-	28,565	559,013	22,756	1,017	61,557	114,131	217,613	165,846	444,280	23,268	1,012	26,786	(105,367)	72,800	134,036	25,055	92,529
Proft/ (Loss) before taxation	6,016	263,953	318,978	1,189,618	(561,119)	(10,368)	2,209,099	134,252	70,432	538,838	16,412,302	104,815	1,733,928	43,284	62,987	503,615	1,990,850	211,421	3,122,033	2,029,747	71,047	(2,439)	259,448	537,343	786,124	(10,870)	761,460	194,715	(180,831)	(7,314)	415,249	330,615	582,132	52,789	271,775
Turnover	4,739	-	2,026,125	20,675,376	558,174	-	35,595,905	4,240,064	843,631	12,529,541	292,880,994	1,448,445	20,445,828	810,665	1,296,292	9,031,885	173,743	2,115,021	-	27,832,483	6,097,010	-	3,037,186	4,885,699	9,680,164	609,150	12,387,616	3,179,045	315,243	466,685	6,624,141	6,228,908	4,360,034	561,273	4,077,524
Investments (other than in subsidiaries)	138,365	14,827	-	-	99,462	-	-	-	-	-	788,830	-	1,354,671	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Liabilities	266,067	-	2,093,832	5,515,306	1,135,594	49,501	10,528,056	2,008,548	308,715	6,701,662	98,544,270	719,543	3,189,821	948,952	206,463	2,120,208	55,432,786	296,599	287,540	6,548,255	3,606,888	244,354	580,615	6,267,890	2,641,966	563,434	5,579,568	1,235,383	2,534,585	580,060	4,835,900	3,090,761	1,386,629	352,709	1,186,138
Total Assets	301,739	89,490,525	3,339,455	9,329,884	595,307	52,449	20,623,632	2,793,147	539,621	8,153,100	219,001,472	8,612,189	7,087,031	1,103,035	642,391	4,508,920	59,159,000	1,312,639	19,567,048	13,827,489	4,189,953	959,322	2,931,743	8,675,731	5,364,332	534,705	7,382,471	1,588,439	3,744,078	3,201,138	6,007,004	4,965,342	3,932,334	599,550	3,069,874
Reserves & Surplus	22,872	51,708,696	1,062,100	3,688,799	(557,800)	2,948	5,588,657	782,212	228,856	1,315,654	119,842,975	7,850,381	3,896,149	124,420	403,717	2,123,911	(9,309,577)	191,702	19,212,027	7,266,655	572,314	714,968	846,460	2,383,047	2,320,435	(30,474)	594,929	346,744	1,073,498	(797,172)	(122,270)	1,835,727	2,522,209	189,849	1,472,982
Share Capital	12,800	37,781,829	183,523	125,779	17,513	-	4,506,919	2,387	2,050	135,784	614,227	42,265	1,061	29,663	32,211	264,801	13,035,791	824,338	67,481	12,579	10,751	-	1,504,668	24,794	401,931	1,745	1,207,974	6,312	135,995	3,418,250	1,293,374	38,854	23,496	56,992	410,754
Exchange Rate as on respective balance sheet date	1.00	82.18	11.98	61.81	1.00	101.64	55.03	51.43	10.61	0.62	82.18	89.47	1.00	2.70	89.47	19.12	82.73	101.64	99.53	60.67	89.59	101.64	18.79	11.98	4.62	0.40	4.23	17.87	0.22	82.18	15.68	11.89	7.85	0.01	1.51
Reporting Currency	INR	USD	CNY	SGD	INR	GBP	AUD	NZD	HKD	JPY	USD	EUR	INR	TWD	EUR	PLN	USD	GBP	GBP	CAD	CHF	GBP	MYR	CNY	ZAR	ARS	MXN	RON	HUF	USD	BRL	DKK	NOK	IDR	PHP
Financial period ended	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023
Date of acquisition / incorporation	24-Aug-1999	10-Dec-1997	23-Jul-2007	1-Jan-2003	29-Feb-2016	7-Jan-1997	21-May-1998	28-Jan-1998	5-Jun-1998	10-Feb-1998	17-Jan-1995	1-Mar-1997	22-Feb-1999	15-Dec-2016	26-Aug-2016	31-May-2007	11-Sep-2008	1-Sep-2008	15-Dec-2008	15-Dec-2008	15-Dec-2008	15-Dec-2008	15-Dec-2008	15-Dec-2008	15-Dec-2008	27-Jul-2009	25-Jun-2009	28-May-2009	12-May-2009	30-Mar-2009	30-Dec-2008	23-Jun-2010	9-Jun-2010	13-Aug-2010	24-Nov-2010
Name of the Subsidiary Company	HCL Comnet Systems & Services Limited	HCL Bermuda Limited	HCL Technologies (Shanghai) Limited	HCL Singapore Pte. Limited	HCL Training & Stafng Services Private Limited	HCL Great Britain Limited (Note 8)	HCL Australia Services Pty. Limited (Note 7)	HCL (New Zealand) Limited	HCL Hong Kong SAR Limited	HCL Japan Limited	HCL America Inc.	HCL Technologies Austria GmbH	HCL Software Products Limited	HCL Technologies (Taiwan) Ltd.	HCL Technologies Lithuania UAB	HCL Poland Sp.z.o.o	HCL EAS Limited	HCL Insurance BPO Services Limited	Axon Group Limited	HCL Canada Inc.	HCL Technologies Solution GmbH	Axon Solutions Limited (Note 8)	HCL Technologies Malaysia Sdn. Bhd.	HCL Axon Solutions (Shanghai) Co. Limited (Formerly “Axon Solutions (Shanghai) Co. Limited” )	HCL Technologies (Proprietary) Ltd. (Note 10)	HCL Argentina s.a.	HCL Technologies Mexico S. de R.L.	HCL Technologies Romania s.r.l.	HCL Technologies Starschema Kft. (Formerly “HCL Hungary Kft”)	HCL Latin America Holding LLC	HCL (Brazil) Tecnologia da Informacao LTDA (Formerly “HCL (Brazil) Technologia da informacao EIRELI”)	HCL Technologies Denmark Apps	HCL Technologies Norway AS	PT. HCL Technologies Indonesia Limited	HCL Technologies Philippines Inc.
S.No	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35

350

HCL Technologies Annual Report 2022-23

Extent of shareholding (in percentage)	36%	100%	100%	100%	70%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
Proposed Dividend	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Proft/ (Loss) after taxation	251,984	98,200	460,518	185,717	484,741	104,385	710,033	87,414	8,906,813	548,068	936,974	1,403,714	259,609	1,690,773	529,393	139,656	(11,370)	125,058	16,783	5,378	(4,615)	65,499	5,036	(6,316)	4,376	46,290	84,974	3,922	(1,420)	976,711	7,057	8,893	15,432	(13,814)	16,512	275,525
Provision for taxation	3,495	24,445	134,244	98,811	-	22,528	269,325	17,212	983,208	198,018	138,775	554,960	193,395	469,963	225,683	67,689	6,341	-	19,891	1,322	(1,831)	9,211	1,061	4,000	-	21,655	22,273	1,151	62	202,196	149	2,637	21,868	-	165,886	104,294
Proft/ (Loss) before taxation	255,479	122,645	594,762	284,528	484,741	126,913	979,358	104,626	9,890,021	746,086	1,075,749	1,958,674	453,004	2,160,736	755,076	207,345	(5,029)	125,058	36,674	6,700	(6,446)	74,710	6,097	(2,316)	4,376	67,945	107,247	5,073	(1,358)	1,178,907	7,206	11,530	37,300	(13,814)	182,398	379,819
Turnover	68,451	1,715,162	14,843,304	2,665,281	-	195,441	24,017,113	904,806	78,552,784	16,266,183	10,259,028	38,910,339	8,741,940	45,954,418	12,801,657	7,181,185	338,446	1,854,784	316,290	122,623	3,399	758,739	152,136	339,122	85,898	727,893	3,918,647	66,849	-	7,652,575	-	275,548	889,493	-	2,690,295	4,766,314
Investments (other than in subsidiaries)	-	-	-	-	-	-	-	-	295,786	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Liabilities	60,107	1,409,735	7,467,455	2,040,836	257,090	3,429,702	4,652,958	383,682	27,444,959	5,110,404	2,986,382	17,179,725	6,254,274	14,151,141	5,849,412	4,703,131	546,157	1,569,155	419,825	172,695	9,183	343,486	98,301	318,926	29,331	460,325	1,041,933	101,652	7,023	2,006,579	4,634	93,336	879,182	4,994	989,624	434,117
Total Assets	1,309,278	1,842,793	9,850,036	2,521,906	1,555,342	7,569,355	6,045,590	848,765	64,421,236	6,269,976	3,553,738	19,492,249	7,305,163	20,925,584	7,648,818	6,091,010	691,329	1,885,990	487,057	243,307	5,556	615,636	149,649	346,074	81,729	670,563	2,119,862	193,572	649,201	8,866,963	297,556	552,872	1,210,903	57,444	2,286,139	1,862,775
Reserves & Surplus	19,238	298,748	2,157,464	454,624	1,014,405	3,257,227	1,391,810	407,014	15,974,569	1,150,625	558,409	1,708,378	722,682	6,763,503	1,790,459	1,133,772	65,140	235,169	65,181	31,736	(3,664)	196,413	46,940	14,793	5,073	163,236	1,011,143	54,592	(7,884)	6,466,691	163,257	(797,577)	325,540	13,136	305,228	1,428,658
Share Capital	1,229,933	134,310	225,117	26,446	283,847	882,426	822	58,069	21,001,708	8,947	8,947	604,146	328,207	10,940	8,947	254,107	80,032	81,666	2,051	38,876	37	75,737	4,408	12,355	47,325	47,002	66,786	37,328	650,062	393,693	129,665	1,257,113	6,181	39,314	991,287	-
Exchange Rate as on respective balance sheet date	4.62	22.02	89.47	88.15	4.62	82.73	82.18	0.10	101.64	89.47	89.47	89.47	89.47	7.93	89.47	89.47	0.02	22.37	4.27	88.15	3.36	11.98	88.15	2.65	89.47	2.39	3.66	214.90	101.64	1.00	1.51	89.47	61.81	11.98	82.18	82.18
Reporting Currency	ZAR	SAR	EUR	EUR	ZAR	USD	USD	CLP	GBP	EUR	EUR	EUR	EUR	SEK	EUR	EUR	COP	AED	TRY	EUR	VES	CNY	EUR	EGP	EUR	THB	CZK	OMR	GBP	INR	PHP	EUR	SGD	CNY	USD	USD
Financial period ended	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023
Date of acquisition / incorporation	14-Sep-2010	7-May-2011	7-Mar-2011	12-Jan-2011	15-Mar-2011	9-Nov-2011	26-Jun-2012	10-Jun-2013	20-Aug-2013	19-Sep-2013	29-Oct-2013	21-Nov-2013	25-Nov-2013	18-Dec-2013	14-Jan-2014	29-Jul-2014	6-Aug-2014	19-Aug-2014	30-Sep-2014	30-Sep-2014	20-Nov-2014	6-Feb-2015	12-Feb-2015	22-Mar-2015	8-Jun-2015	10-Jun-2015	28-Aug-2015	17-Dec-2015	9-Dec-2011	6-Jan-2012	20-Jun-2013	1-Apr-2016	1-Apr-2016	1-Apr-2016	1-Apr-2016	3-Jan-2017
Name of the Subsidiary Company	HCL Technologies South Africa (Proprietary) Limited (Note 10)	HCL Arabia LLC	HCL Technologies France SAS	Filial Espanola De HCL Technologies S.L	Anzospan Investments Pty Limited (Note 10)	HCL Investments (UK) Limited	HCL America Solutions Inc.	HCL Technologies Chile Spa	HCL Technologies UK Limited	HCL Technologies B.V.	HCL (Ireland) Information Systems Limited	HCL Technologies Germany GmbH	HCL Technologies Belgium BV (Formerly “HCL Technologies Belgium BVBA”)	HCL Technologies Sweden AB	HCL Technologies Finland Oy	HCL Technologies Italy S.P.A	HCL Technologies Columbia S.A.S	HCL Technologies Middle East FZ-LLC	HCL Istanbul Bilisim Teknolojileri Limited Sirketi	HCL Technologies Greece Single Member P.C	HCL Technologies S.A.	HCL Technologies Beijing Co. Ltd	HCL Technologies Luxembourg S.a r.l	HCL Technologies Egypt Limited	HCL Technologies Estonia OÜ	HCL Technologies (Thailand) Ltd.	HCL Technologies Czech Republic s.r.o.	HCL Muscat Technologies L.L.C.	Statestreet HCL Holding UK Limited (Note 9)	Statestreet HCL Services (India) Private Limited (Note 9)	Statestreet HCL Services (Philippines) Inc. (Note 9)	Geometric Europe GmbH	HCL Asia Pacifc Pte Ltd.	Geometric China, Inc.	Geometric Americas, Inc.	Butler America Aerospace LLC
S.No	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53	54	55	56	57	58	59	60	61	62	63	64	65	66	67	68	69	70	71

Statement under Section 129 351

Extent of shareholding (in percentage)	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	51%	100%	100%	100%	100%	100%
Proposed Dividend	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Proft/ (Loss) after taxation	57,545	976	246	91,340	555,400	240,484	7,034	44,787	4,019,178	144,205	101,664	33,212	32,730	-	(1,383)	285,824	(591)	3,084	320,016	244,507	(143)	5,964	1,463,169	83,928	4,560	(1,153)	(546,629)	17,354	1,256	(125,965)	28,444	(212)	2,440	1,021	159,356
Provision for taxation	-	225	411	31,240	271,370	25,309	3,098	9,202	892,378	(100,385)	2,321	3,236	14,670	-	473	136,220	-	810	5,445	89,799	-	1,025	-	9,355	1,966	-	-	8,114	873	4,667	-	-	610	273	5,543
Proft/ (Loss) before taxation	57,545	1,201	657	122,580	826,770	265,793	10,132	53,989	4,911,556	43,820	103,985	36,448	47,400	-	(910)	422,044	(591)	3,894	325,461	334,306	(143)	6,989	1,463,169	93,283	6,526	(1,153)	(546,629)	25,468	2,129	(121,298)	28,444	(212)	3,050	1,294	164,899
Turnover	2,449,494	131,253	12,902	462,694	13,806,632	3,383,093	129,534	613,865	13,784,211	1,618,326	3,319,793	293,503	1,089,098	-	2,581	917,824	-	85,723	5,007,282	1,806,060	-	60,563	3,017,418	1,303,071	72,169	102	627,440	294,870	32,641	558,591	257,995	-	71,304	16,446	609,915
Investments (other than in subsidiaries)	-	-	-	553,517	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	519,744	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Liabilities	1,122,839	50,313	59,580,567	71,649	4,131,780	704,459	52,065	86,855	10,333,091	1,129,975	1,966,270	501,730	368,226	-	912	421,835	2,551	126,201	1,727,269	457,298	62	33,981	771,004	410,916	95,807	245	1,239,236	333,404	38,425	489,467	190,817	46	146,608	17,566	110,036
Total Assets	1,457,330	61,762	59,582,621	1,004,143	6,136,115	1,848,125	88,147	637,866	18,733,329	1,658,164	2,201,227	541,115	602,047	7,982	15,404	2,371,246	7,992	148,904	2,771,445	1,815,895	315	105,315	1,890,413	543,971	105,959	883	916,910	357,576	45,861	508,158	311,672	17,476	190,125	34,692	380,407
Reserves & Surplus	334,491	11,437	2,054	917,073	2,004,170	1,136,842	36,082	527,522	8,400,237	528,189	234,957	36,123	231,617	7,982	13,492	1,933,543	4,441	18,697	822,078	1,343,419	(4,047)	66,480	999,460	112,130	7,337	(3,172)	(885,305)	20,522	1,626	9,876	29,648	(212)	43,517	1,021	146,269
Share Capital	-	12	-	15,421	165	6,824	-	23,489	1	-	-	3,262	2,204	-	1,000	15,868	1,000	4,006	222,098	15,178	4,300	4,854	119,949	20,925	2,815	3,810	562,979	3,650	5,810	8,815	91,207	17,642	-	16,105	124,102
Exchange Rate as on respective balance sheet date	82.73	99.53	82.18	1.00	82.73	45.20	0.63	11.98	82.73	56.17	99.53	88.15	88.15	82.73	1.00	88.15	1.00	0.00	10.54	1.00	1.00	60.67	0.25	45.20	12.21	48.76	0.00	0.16	21.71	88.15	0.14	219.43	7.92	89.47	82.73
Reporting Currency	USD	GBP	USD	INR	USD	BGN	JPY	CNY	USD	AUD	GBP	EUR	EUR	USD	INR	EUR	INR	VND	GTQ	INR	INR	CAD	LKR	BGN	TTD	AZN	VND	AOA	PEN	EUR	CRC	BHD	MAD	EUR	USD
Financial period ended	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Dec-2022	31-Mar-2023	31-Dec-2022
Date of acquisition / incorporation	23-Aug-2017	1-Sep-2017	5-Mar-2018	6-Apr-2018	6-Apr-2018	6-Apr-2018	6-Apr-2018	6-Apr-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	17-Jul-2018	27-Apr-2018	22-Feb-2019	10-Oct-2019	10-Oct-2019	10-Oct-2019	29-Nov-2019	18-Nov-2019	23-May-2019	8-Oct-2019	16-Mar-2020	30-Jun-2020	11-Sep-2020	5-Jan-2022	23-Jul-2021	18-Jan-2022	30-Mar-2022	22-Mar-2022	2-Apr-2022
Name of the Subsidiary Company	HCL Lending Solutions, LLC (Formerly “Urban Fulfllment Services LLC”)	Datawave (An HCL Technologies Company) Limited	HCL Technologies Corporate Services Limited (Note 8)	C3i Support Services Private Limited	Telerx Marketing, Inc.	C3i Europe Eood	C3i Japan GK (Note 8)	C3i Services &Technologies (Dalian) Co., Ltd	Actian Corporation	Actian Australia Pty Ltd (Note 8)	Actian Europe Limited (Note 8)	Actian France SAS	Actian Germany GmbH	Actian International, Inc. (Note 8)	Actian Technology Private Limited	Versant GmbH	Versant India Private Limited	HCL Technologies Vietnam Company Limited	HCL Guatemala, Sociedad Anonima	Sankalp Semiconductor Private Limited	Sankguj Semiconductor Private Limited	Sankalp Semiconductor Inc.	H C L Technologies Lanka (Private) Limited	HCL Technologies Bulgaria EOOD	HCL Technologies Trinidad and Tobago Limited	HCL Technologies Azerbaijan Limited Liability Company	HCL Vietnam Company Limited (Formerly known as HCL Technologies (Vietnam) Company Limited)	HCL Technologies Angola (SU), LDA	HCL Technologies S.A.C.	HCL Technologies gbs GmbH (Formerly “gbs-Gesellschaft für Banksysteme GmbH”)	HCL Technologies Costa Rica Sociedad De Responsabilidad Limitada	HCL Technologies Bahrain W.L.L	HCL Technologies Morocco Limited	HCL Technologies Slovakia s. r. o.	Starschema Inc
S.No	72	73	74	75	76	77	78	79	80	81	82	83	84	85	86	87	88	89	90	91	92	93	94	95	96	97	98	99	100	101	102	103	104	105	106

352

HCL Technologies Annual Report 2022-23

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` Thousand) Extent of 100% 100% 100% 100% 100% 100% 100% 100%
shareholding (in percentage)
- - - - - - - -
(Amount in
Proposed Dividend
Profit/(Loss) after taxation 5,244 257,851 (12) 231,811 72,018 23,370 57,316 (144)
Provision for taxation - 21,752 - 38,568 32,692 5,530 25,705 -
5,244 279,603 (12) 270,379 104,710 28,900 83,021 (144)
Profit/(Loss) before taxation
Turnover 17,556 1,398,017 - 1,793,625 416,491 103,848 203,452 -
Investments (other than in subsidiaries) - - - - - - 188,759 -
2,738 213,312 - 558,136 81,323 11,567 39,077 144
Total
Liabilities
15,066 876,429 11,728 937,224 230,337 40,853 355,453 500
Total Assets
12,295 662,297 9,936 370,126 146,810 27,295 314,612 (144)
Surplus
Reserves &
33 820 1,792 8,962 2,204 1,991 1,764 500
Share Capital
82.73 0.22 89.62 89.62 88.15 99.53 1.00 1.00
date
Exchange Rate as on respective
balance sheet 2-Apr-2022 2-Apr-2022 2-Apr-2022 31-May-2022 31-May-2022 31-May-2022 31-May-2022 12-Jul-2022 11-Jun-2022 5-Apr-2022 21-Jun-2022 28-Dec-2022 12-Dec-2022
Date of acquisition Date of dissolution
USD HUF CHF CHF EUR GBP INR INR
Reporting Currency
Financial period ended 31-Dec-2022 31-Dec-2022 31-Dec-2022 31-Dec-2022 31-Dec-2022 31-Dec-2022 31-Mar-2023 31-Mar-2023
Date of acquisition / incorporation 2-Apr-2022 2-Apr-2022 31-May-2022 31-May-2022 31-May-2022 31-May-2022 12-Jul-2022 25-Aug-2022
Name of the subsidiary company Name of the subsidiary company
Starschema Inc Brilliant Data LLC Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”) Manzina Tech GmbH Confinale AGConfinale (Deutschland) GmbHConfinale (UK) Limited Quest Informatics Private Limited Axon Solutions Pty. Limited Point to Point Limited Point to Point Products Limited Actian Netherlands B.V. Sankalp USA Inc.
Name of the Subsidiary Company 1 2 3 4 5 6 7 8 1 2 3 4 5
Brilliant Data LLC Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”) Manzina Tech GmbH Confinale AG Confinale (Deutschland) GmbH Confinale (UK) Limited Quest Informatics Private Limited HCL Technologies Jigani Limited
Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as mentioned above for respective subsidiary. HCL Technologies Jigani Limited is incorporated on 25-Aug-2022. Following are the entities acquired during the year: S.No. Following are the entities which have been dissolved during the year : S.No.
S.No 107 108 109 110 111 112 113 114
Notes: 1 2 3 4
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353

Statement under Section 129

S.No. Transferor company Transferee company Efective date of merger 1 HCL Technologies SEP Holdings Inc HCL America Inc. 1-Sep-2022 2 Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”) HCL Technologies Starschema Kft. (Formerly “HCL Hungary Kft”) 1-Jan-2023 Following entities are under liquidation hence, no fnancial statement has been prepared as per their local laws:	S.No. Transferor company Transferee company Efective date of merger 1 HCL Technologies SEP Holdings Inc HCL America Inc. 1-Sep-2022 2 Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”) HCL Technologies Starschema Kft. (Formerly “HCL Hungary Kft”) 1-Jan-2023 Following entities are under liquidation hence, no fnancial statement has been prepared as per their local laws:	S.No. Transferor company Transferee company Efective date of merger 1 HCL Technologies SEP Holdings Inc HCL America Inc. 1-Sep-2022 2 Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”) HCL Technologies Starschema Kft. (Formerly “HCL Hungary Kft”) 1-Jan-2023 Following entities are under liquidation hence, no fnancial statement has been prepared as per their local laws:	S.No. Name of the subsidiary company 1 Sankalp Semiconductor GmbH 2 Sankalp Semiconductor SDN.BHD. Following entities are consolidated with HCL Australia Services Pty :	S.No. Name of the subsidiary company 1 Sankalp Semiconductor GmbH 2 Sankalp Semiconductor SDN.BHD. Following entities are consolidated with HCL Australia Services Pty :	S.No. Name of the subsidiary company 1 Sankalp Semiconductor GmbH 2 Sankalp Semiconductor SDN.BHD. Following entities are consolidated with HCL Australia Services Pty :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :	S.No. Name of the subsidiary company 1 DWS (New Zealand) Ltd. 2 DWS (NSW) Pty Ltd. 3 DWS Product Solutions Pty Ltd. 4 DWS Pty Limited (Formely “DWS Limited”). 5 Graeme V Jones & Associates Pty Ltd. 6 Phoenix IT & T Consulting Pty Ltd. 7 Projects Assured Pty Ltd. 8 SDM Sales Pty Ltd. 9 Strategic Data Management Pty Ltd. 10 Symplicit Pty Ltd. 11 Wallis Nominees (Computing) Pty Ltd. Refer table given below for absolute amount of share capital in the following company :
Efective date of merger	1-Sep-2022	1-Jan-2023
						Name of the subsidiary company	DWS (New Zealand) Ltd.	DWS (NSW) Pty Ltd.	DWS Product Solutions Pty Ltd.	DWS Pty Limited (Formely “DWS Limited”).	Graeme V Jones & Associates Pty Ltd.	Phoenix IT & T Consulting Pty Ltd.	Projects Assured Pty Ltd.	SDM Sales Pty Ltd.	Strategic Data Management Pty Ltd.	Symplicit Pty Ltd.	Wallis Nominees (Computing) Pty Ltd.	Share Capital (r)	102	104	102	1	56	100	83
Transferee company	HCL America Inc.	HCL Technologies Starschema Kft. (Formerly “HCL Hungary Kft”)
																		Name of the subsidiary company	HCL Great Britain Limited	HCL Technologies Corporate Services Limited	Axon Solutions Limited	C3i Japan GK	Actian Australia Pty Ltd	Actian Europe Limited	Actian International, Inc.
			Name of the subsidiary company	Sankalp Semiconductor GmbH	Sankalp Semiconductor SDN.BHD.
Transferor company	HCL Technologies SEP Holdings Inc	Starschema kft. (Formerly “Starschema Kereskedelmi és Szolgáltató kft.”)
S.No.	1	2	S.No.	1	2	S.No.	1	2	3	4	5	6	7	8	9	10	11	S.No.	1	2	3	4	5	6	7

354 HCL Technologies Annual Report 2022-23

355

Statement under Section 129

AI assistant

HCL Technologies Ltd — AGM Information 2023

62415_rns_2023-07-28_5ce3cded-ee2e-487c-a303-af858f17b0b9.pdf

HCL TECHNOLOGIES LIMITED

NOTICE

ORDINARY BUSINESS:

Item No. 1 - Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Auditors thereon

NOTES:-

Item No. 2 - Re-appointment of Mr. Shikhar Malhotra as a Director liable to retire by rotation

Manish Anand

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Manish Anand

Contents

Corporate Overview

Dear Shareholder,

Dear Shareholder,

Our revenues crossed the ₹100,000 crores milestone and our employee base reached the 225,000 mark.”

Our balanced business model has put us in a position of great advantage

Looking ahead

Founder

Board of Directors

Non-Executive, Independent Directors

Key to Board Committee membership

Leadership Team

A Year of Supercharged Growth

Revenue

18.2%

Operating cash flow

Revenue from Operations

Employee Metrics

Our Global Footprint

Countries

Our New Brand Identity

For our Clients

For our People

Brand transformation

The impact of our new brand

Awards and Recognitions

Executive Recognitions

Corporate Recognitions

Employer Recognitions

Diversity and Inclusion Recognitions

Business Recognitions

Analyst Recognitions

Supercharging Progress for our Clients

CloudSMART

CloudSMART allows our clients to:

CloudSMART harnesses the power of the cloud to help businesses:

Core Capabilities

Ecosystems

Strategic Alliances

Startup Ecosystem

Industry Ecosystem

Our Ecosystem

Ecosystem Operating Model

IT & Business Services

Ecosystem Units

360 Degree (Sell-To)

Engineering and R&D Services

Products and Platforms

Cloud Native Labs/ FinOps/Cloud Consulting

Joint Go-To-Market

Analyst Perspectives

Bill Martorelli

Mukesh Ranjan

Mukesh Ranjan

Mukesh Ranjan

Partner Perspectives

Harald Martin

Marianne Roling

Sumit Dhawan

HCL Technologies Ltd AGM Information 2023