HCL Technologies Ltd — M&A Activity 2019

May 10, 2019

HCL TECHNOLOGIES LTD.

Corporate Identity Number: 174140011991 P1C046369 Technology Hub, Special Economic Zone Plol No: 3k Sector 126. NOIDA ²⁰¹ 304. UP, India. T,91 1206125000F+91 1204683030 Registered Office: 806 Siddharth, 96, Nehru Place, New Delhi-i 10019. India. mw,.hcllech.corn

www.hd .com

May 10, 2019

The General Manager The Manager Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street 5th Floor, Plot No., Block-G Mumbai- 400 001 Bandra-Kurla Complex, Bandra(E)

BSE Limited National Stock Exchange of India Limited Mumbai-400 051

BSE Scrip Code: 532281 NSE Scrip Code: HCLTECH

Dear Sin Madam,

Subiect: Outcome of Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations")

This is to inform you that the Board of Directors of the Company, in its meeting held on May 9. 2019, have approved a scheme of amalgamation for the merger of its direct I step-down wholly-owned subsidiaries, viz. HCL Comnet Limited, HCL Eagle Limited, 1-CL Technologies Solutions Limited and Concept2silicion Systems Private Limited ("Transferor Companies"), with and into HCL Technologies Limited ("Transferee Compan9') (hereinafter referred as "Scheme') pursuant to Sections 230 to 232 of the Companies Act, 2013 read with the rules made thereunder and other applicable provisions.

The Scheme has also been approved by the Board of Directors of the Transferor Companies in their respective meetings held on May 10, 2019.

The Scheme is conditional upon and subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the jurisdictional National Conpany Law Tribunal(s) in India.

The information required under Regulation 30 of LODR Regulations read with Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by the Securities and Exchange Board of India is enclosed as Annexure A.

This is for your information and record.

Thanking You.

Yours faithfully, For HCL Technologies Limited

~4~4

Manish Anand Company Secretary

Annexure A

Disclosure under regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations. 2015

Name of the entity(ies) forming part of the amalgamation/ merger; details in brief such as, size, turnover etc.;	as "Scheme') The scheme of amalgamation (hereinafter referred provides for the merger of HCL Comnet Limited, HCL Eagle Limited, HCL Technologies Solutions Limited and Concept2silicion Systems. Private Limited ("Transferor Companies') Techr~logies ("Transferee with Limited and into HCL Company').
	HCL Technologies Limited is a listed company whose securities are listed n National Stock Exchange of India and BSE Limited.
	The revenues of, HCL Technologies Limited, the Transferee Company, on standalone basis, for the year ended March 31, 2019 are Rs. 26,012 crores.
	the Transferor Companies are direct or step-down wholly-owned All subsidiaries of the Transferee Company.
	The revenues of the Transferor Companies as per the latest audited financisls available for the year ended March 31, 2018 are as under:
	HCL Comnet Limited — Rs. 310.60 crores HCL Eagle Limited — Nil; HCL Technologies Solutions Limited — Nil; Concept2Silicon Systems Private Limited - Rs. 2.99 crores.
Area of business of the entity(ies)	HCL Technologies Limited is primarily engaged in providing a range of IT infrastructure services, software application services; engineering and R&D Company services; business process services. The provides and multi— service delivery industry verticals including financial services, key in manufacturing, telecommunications, entertainment, retail media, publishing, life sciences & healthcare, energy & CPG, & gas, & utilities, travel, oil transportation & logistics and government.
	Limited HCL Eagle is engaged in the business of providing a range of its finance software engineering services and solutions its client from to service verticals.
	Comnet Limited busiiess rendering HCL engaged the of data is in communication services which includes tradi,g of satellite and non-satell te communication equipment 'ISAT. based such routers, switches, etc., as application operation services services related installation and to and maintenance of networking equipment across delence, financial services, government, PSUs, telecom, energy and utilities.
	Technologies Solutions Limited HCL engaged business of the is in corsultancy providing range of software development and serv~ces, a and providing manpower for providing consultancy, development, deputing marketing, sales and delivery of software products, and imparting training in areas of Information Technology.

		Concept2Silicon Limited Systems Private is e-igaged in providing a range of software development services, designing and development of electronic system products, software programs, software daa and software solutions.
	Rationale for the amalgamation I merger	• The scheme of amalgamation would enable optimum utilization of synchronization of synergies resources, an Dptimized legal entity and structure by reducing the number of legal entides in the group structure.
		• mutiplicity of will result significant reduction the lega and It in in regulatory compliances required at present carried to be out by the Transferor Companies and the Transferee Company and a concentrated effort and focus by the management.
		• result savings of reduction of overheads, It will also in cost by way administrative, managerial other expenditure about and and to bring operational rationalization and efficiency.
	Whether the transaction would within fall related party transactions? whether If yes,	The Transferor Companies are direct or step-down wholly-owned subsidiaries of the Transferee Company, and are therefore the parties of the related Transferee Company.
	same the done "arms' is at length"?	However, the Scheme does fall within purview of related not party The transaction pursuant to the provisions of circul~ no. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs. Also, pursuant to Regulation 23(5)(b) of Obligations Disclosure Requirements) the SEBI (Listing and Regulations, 2015, the related party provisions are not applicable on the Scheme.
	In case of cash consideration amount or otherwise share — exchange ratio	Transferor direct wholly-owned Since the Companies are or step-down subsidiaries of Transferee Company, consequently, pursuant the to the Scheme becoming effective, all shares held by the Transferee Company in the Transferor Companies shall stand cancelled and no new shares shall be by the Transferee Company to the shareholders cf the Transferor issued Companies.
		Also, no other consideration shall pass from the Transferee Company to the Transferor Companies.
	Brief details of change in shareholding pattern (if any) in listed entity	Since there will issue of shares, there will no change in the no be be shareholding pattern of the Transferee Company pursuant to the Scheme becoming effective.