HCL Technologies Ltd — Capital/Financing Update 2021

Mar 10, 2021

March 10, 2021

The General Manager BSE Limited 1 st Floor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001

The Manager National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051

BSE Scrip code: 532281

NSE Scrip Code: HCLTECH

Dear Sir / Madam,

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Re. Issuance of USD denominated unsecured notes

Further to our letter dated March 4, 2021, we hereby inform that HCL America Inc. ("Issuer"), a wholly owned step-down subsidiary of the Company and incorporated under the laws of California, has issued USD 500 million 1.375% senior notes due 2026 in accordance with Rule 144A and Regulation S of the U.S. Securities Act, 1933, as amended, and the applicable Indian laws and regulations. The Notes will be listed on Singapore Exchange Securities Trading Limited (SGX-ST).

The Notes are guaranteed by the Company pursuant to an indenture dated March 10, 2021 ("Indenture") executed by the Company and the Issuer with the trustee appointed in relation to the issuance of the Notes.

The details in relation to the guarantee are as follows:

Particulars	Details
Nameofthepartyforwhichguarantee was given	HCL America Inc, a wholly ownedstep-downsubsidiary of the Company.
Whether the promoter / promotergroup / group companies have anyinterest in the transaction?If yes, nature of interest and detailsthereof and whether the same isdone at "arm's length"	Thepromoter / promoter group do not have anyinterest in the transaction.
Brief details of the guarantee, briefdetails of the agreements enteredinto including significant terms andconditions,includingamountofguarantee.	The Notes are guaranteed by the Companypursuant to an indenture dated March 10, 2021("Indenture") executed by the Company and theIssuer with the trustee appointed in relation to theissuance of the Notes.
	The Guarantee is unconditional and irrevocable.The Company's aggregate potential liability underthe Guarantee is capped at US$ 525 million("Guarantee Amount") which is 105% of the totalaggregateprincipalamountoftheNotesoutstanding from time to time.
	The payment obligations of the Company underthe Guarantee will, save for such exceptions asmay be provided by applicable legislation, at alltimes rank pari-passu with its other existing andfuture unsecured and unsubordinated obligationsand will be effectively subordinated to its securedobligations and the obligations of its subsidiaries.
ImpactofguaranteeontheCompany	The Corporate Guarantee will be treated as acontingent liability for the Company.

This is for your information and records.

Thanking you, Yours truly, For HCL TECHNOLOGIES LIMITED

Manish Anand Company Secretary

Disclaimer:

This announcement does not constitute or form part of any offer to purchase, a solicitation of an offer to purchase, an offer to sell or an invitation or solicitation of an offer to sell, issue or subscribe for, securities in or into the United States or any other jurisdiction where it is unlawful to do so. This announcement has been prepared for publication in India only and is not for release, publication or distribution, directly or indirectly, in or into the United States, except to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act")) or in any other jurisdiction in which such release, publication or distribution would be prohibited by applicable law. The Notes and Guarantee have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the United States or other jurisdiction of the United States and no such securities may be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws of the United States. Accordingly, the Notes and the Guarantee are being offered and sold (i) in the United States only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in reliance on an exemption from registration provided by Rule 144A under the Securities Act and (ii) outside the United States in reliance on Regulation S under the Securities Act, in each case in compliance with applicable laws of the jurisdictions where such offers and sales occur.

The Notes have not been, are not being and will not be offered or sold, directly or indirectly, by means of any offer document, offering circular or any other document / material relating to the Notes, to any person or to public in India which would constitute an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for or purchase any securities in violation of applicable laws of India.

The Offering Circular has not been, nor will it be, registered, produced or published as an offer document (whether a prospectus in respect of a public offer, a statement in lieu of a prospectus or information memorandum, private placement offer cum application letter, an offering circular, an offering memorandum or other offering material in respect of any private placement under the Companies Act, 2013, regulations formulated by Securities and Exchange Board of India ("SEBI") or any other applicable Indian laws) with any Registrar of Companies, the SEBI or any Indian stock exchange or any other statutory or regulatory body of like nature in India.