The Board of Directors ("Board") have immense pleasure in presenting the 33^rd Directors' Report of HCL Technologies Limited ("HCLTech" or the "Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.

1. Financial Results

Key highlights of the financial results of the Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended March 31, 2025, along with corresponding numbers of the previous financial year ended March 31, 2024, are as under:

2. Business Overview and State of Affairs

HCLTech aims to bring together the best of technology and its people to supercharge progress for its clients, people, communities and planet. Its all-weather, full-stack portfolio across engineering, digital, cloud, AI and software makes HCLTech a preferred partner to G2000 companies across industries.

The Company serves its clients through its Global Delivery Network across 60 countries and also has a focus on continuous innovation with clients through its network of innovation labs and experience centers. This global reach, combined with a robust ecosystem of partners and hyperscalers, allows the Company to deploy best-in-class technology solutions at speed and scale.

The advent of new technologies like GenAI is further accelerating enterprises' adoption of new and adjacent

technologies. With its comprehensive portfolio, HCLTech is well-positioned to leverage these growth opportunities.

On a consolidated basis, the Company's revenue from operations for the financial year under review was f1,17,055 crores as against f1,09,913 crores for the previous financial year. The profit for the financial year under review was f17,399 crores as against f15,710 crores for the previous financial year.

On a standalone basis, the Company's revenue from operations for the financial year under review was f51,105 crores as against f48,118 crores in the previous financial year. The profit for the financial year under review wasf12,266 crores as against f11,674 crores for the previous financial year.

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report which shall form part of the Annual Report for FY 2024-25.

The Board declared 1^st interim dividend of ^18/- per share for Financial Year 2025-26 on April 22, 2025, after approval of the financial results for the quarter and year ended March 31, 2025.

4. Transfer to Reserves

The closing balance of the retained earnings of the Company, on a standalone basis, as on March 31, 2025, after all appropriations and adjustments was ^27,827 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 2024-25.

5. Share Capital

During the financial year under review, the Company did not issue any equity shares. As on March 31, 2025, the Authorized share capital of the Company was ^6,03,40,00,000/- divided into 3,01,70,00,000 equity shares of face value of ^2/- each.

The Issued, Subscribed and Paid-up equity share capital of the Company as on March 31, 2025, was ^5,42,73,30,192/- divided into 2,71,36,65,096 equity shares of face value of ^2/- each.

6. 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, USA had issued USD 500 million fixed rate, senior secured notes ("Notes") with a maturity date of March 2026 bearing interest rate of 1.375% per annum. The Notes were unconditionally and irrevocably guaranteed by the Company. The Company's potential liability under the guarantee was capped at USD 525 million which was 105% of principal amount of the Notes.

During FY 2022-23, HCL America Inc. through cash tender offer had bought back its Notes of the principal

amount of USD 247.793 million. Post this buy back, the principal amounts of Notes that remain outstanding are USD 252.207 million. Accordingly, as on March 31, 2025, the Company's aggregate potential liability for the Notes is USD 264.817 million which is 105% of the total aggregate principal amount of the Notes outstanding.

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, as amended from time to time, ("Listing Regulations") shall form part of the Annual Report of the Company for FY 2024-25.

8. Subsidiaries, Associates and Joint Ventures

As on March 31, 2025, the Company has 124 subsidiaries and 3 associate companies (of which 1 is under the process of winding up) within the meaning of Sections 2(87) & 2(6) of the Companies Act, 2013, respectively.

A. Incorporation of new subsidiaries during the financial year under review

a) HCL Technologies Sdn Bhd was incorporated under the laws of Brunei as a step-down wholly owned subsidiary of the Company.

b) HCLTech Public Sector Solutions Inc. was incorporated under the laws of Delaware, USA as a step-down wholly owned subsidiary of the Company.

B. Acquisitions during the financial year under review

Zeenea SAS, a French company providing metadata management and data discovery solutions by offering a SaaS cloud data discovery platform was acquired by HCL Technologies UK Limited, a company incorporated in UK and a step-down wholly owned subsidiary of the Company. Pursuant to this acquisition, Zeenea SAS and its 2 subsidiaries named Zeenea Benelux and Zeenea Inc.

became the step-down wholly owned subsidiaries of the Company w.e.f. September 12, 2024, being the date of completion of the acquisition.

C. Subsidiaries merged/closed during the financial year under review

The Company's endeavour is to achieve organisational efficiency by optimising resources and managing costs for operation in various countries. 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 the year under review:

a) Sigl Bordnetz Design GmbH (incorporated in Germany) was merged with and into ASAP Electronics GmbH (incorporated in Germany) on July 2, 2024.

b) DWS Product Solutions Pty. Ltd. (incorporated in Australia) and Strategic Data Management Pty.

Ltd. (incorporated in Australia) were voluntarily liquidated on July 19, 2024.

c) SDM Sales Pty. Ltd. (incorporated in Australia) was voluntarily liquidated on September 1, 2024.

d) Graeme V Jones & Associates Pty. Ltd. (incorporated in Australia) was voluntarily liquidated on September 20, 2024.

e) Zeenea Inc. (incorporated in Delaware, USA) was voluntarily dissolved on November 28, 2024.

f) Sankalp Semiconductor GmbH (incorporated in Germany) was voluntarily dissolved on January 30, 2025.

g) Sankguj Semiconductor Private Limited (incorporated in India) and Versant India Private Limited (incorporated in India) were merged with and into Sankalp Semiconductor Private Limited, a company incorporated in India pursuant to the Scheme of Amalgamation ("Scheme") that was sanctioned vide order dated February 11, 2025 passed by the Office of the Regional Director, SouthEast Region, Hyderabad. The Scheme was effective from February 28, 2025, being the date on which the said order was filed with the Registrar of Companies.

h) Datawave (a HCL Technologies Company) Limited (incorporated in the UK) was voluntarily dissolved on March 18, 2025.

i) HCL Technologies Jigani Limited (incorporated in India) was voluntarily dissolved on March 29, 2025.

D. Divestment of stake in the Joint Venture ("JV") with State Street International Holdings

HCL Investments UK Limited ("HCL UK"), a company incorporated in the UK and a step-down wholly owned subsidiary of the Company had a Joint Venture with State Street International Holdings, a corporation

12. Board Committees

The Company has the following Board Committees as on March 31, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

f) ESG & Diversity Equity Inclusion Committee The Finance Committee ("FC"), a non-mandatory committee of the Company was dissolved by the Board w.e.f October 14, 2024. On dissolution of FC, certain tasks of the FC chatter were migrated to other Board Committees viz. Audit Committee and Risk Management Committee.

Details of the composition of the Committees, their terms of reference, attendance of members 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/ 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 (Firm Registration No.: 101248W/W-100022) the Statutory Auditors of the Company, were re-appointed as the Statutory Auditors of the Company in the Thirty-Second Annual General Meeting ("AGM") of the Company held on August 13, 2024 for a term of five consecutive years from the conclusion of the said AGM till the conclusion of the Thirty-Seventh AGM to be held in the year 2029.

There are no qualifications, reservations, adverse remarks or disclaimer made by the Statutory Auditors in their Report for FY 2024-25. The Statutory Auditors have not reported any incident of fraud to the Audit Committee during the financial year under review.

15. Secretarial Auditor and Secretarial Audit Repor

In terms of Section 204 of the Act, M/s. Makarand M. Joshi & Co. ("MMJC"), Practicing Company Secretaries, (Firm Registration No.: P2009MH007000) were appointed as the Secretarial Auditor of the

Company for FY 2024-25. The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their report. The Secretarial Auditor has not reported any incident of fraud during the financial year under review.

In terms of the Act and the Listing Regulations, the Board of Directors have approved the appointment of MMJC as the Secretarial Auditor of the Company to conduct the secretarial audit for a period of five years from FY 2025-26 till FY 2029-30 and has recommended the same to the shareholders of the Company for their approval in the ensuing AGM of the Company.

16. Maintenance of Cost Records

The maintenance of cost records and the requirement of a cost audit as prescribed by the Central Government under the provisions of Section 148 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) & 134(3)(a) of the Act, the Annual Return of the Company for FY 2024-25 is available on the website of the Company at https://www.hcltech.com/investor-relations/annual-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 considers factors such as educational and professional background, general understanding of the Company's business dynamics, professional standing, personal & professional ethics, integrity & values, and 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 Discussion and Analysis Report, which shall form part of the Annual Report for FY 2024-25.

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 & prevention and detection of frauds & errors, the accuracy & 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 2024-25.

23. Transactions with Related Paries

The particulars of transactions entered into with the related parties have been given in Annexure 2 to this Report in the Form AOC-2 in compliance with the provisions of Section 188(1) of the Act and applicable rules made thereunder. The Company has in place a 'Related Party Transaction Policy', which is available on the website of the Company at https://www.hcltech. com/corporate/related-party-transaction-policy.

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 CSR 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, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.

The composition of the CSR Committee, and other details including 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, and the amount that was actually spent 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 for FY 2025-26 are available on the website of the Company at https://www.hcltech.com/investor-relations/corporate-social-responsibility.

25. Dividend Distribution Policy

The Company's wealth distribution philosophy aims at sharing its prosperity with its 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 or 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/ corporate/dividend-distribution-policy.

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 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 under Section 125 of the Act. The details of the unclaimed dividend amount which will be transferred to the IEPF in the subsequent years are provided 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 of the IEPF Authority. Accordingly, during the financial year under review, the Company has transferred 72,758 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/investor-relations/iepf.

27. Deposits

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

28. Proceedings Pending under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Valuation done at the Time of one Time Settlement

There were no instances of one-time settlement with the Banks or Financial Institutions.

30. Corporate Governance Report

The Corporate Governance Report in terms of Regulation 34(3) of the Listing Regulations, along with the Statutory Auditors' certificate thereon shall form part of the Annual Report for FY 2024-25.

31. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report in terms of Regulation 34(2) of the Listing Regulations shall form part of Annual Report for FY 2024-25.

32. Awards and Recognitions

Key recognitions that the Company received during the financial year under review are as follows:

• World's fastest-growing IT services brand in Brand Finance 2025 Global 500 and IT Services Top 25 report.

• One of Ethisphere's 2025 World's Most Ethical Companies® for the second year.

• No.1 India-headquartered Company in TIME magazine's list of World's Best Companies 2024.

• Most decorated India-headquartered IT services company in the Institutional Investor Research Annual Asia Executive Team survey with No.1 rank in 21 categories in the Technology IT Services & Software sector.

• Recognized by Newsweek as one of America's Most Reliable Companies 2025.

• Featured in Forbes list of World's Best Management Consulting Firms 2024.

• Global Top Employer recognition from Top Employers Institute for the third consecutive year, with No.1 rank in North America, Europe and APAC.

• Recognized by Forbes as one of the World's Best Employers for the fifth consecutive year. Only India-headquartered company in the professional services category to be among the global top 10 for five years in a row.

• Included in S&P Global Sustainability Yearbook for third year in a row.

• Gold status from EcoVadis, placed among the top 5% companies globally.

• Microsoft Dynamics 365 Services Partner of the Year 2024.

• Dell Global Alliances Partner of the Year and Engagement Partner of the Year in EMEA.

• Google Cloud Partner of the Year awards for Global Talent Development, Industry Solution Services for Telecommunications and Cloud Migration Specialization.

• HPE Hybrid Cloud Partner of the Year 2024.

• Intel Partner Award for Market Acceleration in SI/ GSI/MSP category.

A detailed list of the awards and recognitions received by the Company during the financial year under review

is provided in the Corporate Overview section of the Annual Report for FY 2024-25.

33. Sustainability

"Supercharging progress, sustainably and responsibly" conveys the Company's commitment to driving rapid and meaningful long term sustainable growth, while adopting a responsible and mindful approach in an accountable and transparent way. As the Company pursued its commitment, efforts have been made towards ambitious goals, including reaching net-zero emissions by the end of 2040.

The Company's initiatives recognized for consistently demonstrating sustainability are as follows:

• Energy consumption has decreased by 29% in comparison to the baseline year of FY 2020, with

a notable 46% reduction in non-renewable energy usage.

• 46% reduction in scope 1 and 2 emissions compared to base year 2020.

• 22% reduction in scope 3 emissions compared to base year 2020.

• 34.48% of renewable energy across global operations.

• Impacted over 7.5 million lives with 54% female beneficiaries through its CSR arm, HCL Foundation, and helped over 15,000 persons with disability.

• Planted over 3.2 million saplings, developed 358 water structures, rejuvenated 265 water bodies.

• All HCLTech owned campuses in India received TRUE Zero Waste to Landfill Platinum Certification.

The following leading ESG rating agencies have recognized the Company as a leader in consideration of its commitments and progress:

• MSCI ESG assessment conferred "AA" rating to HCLTech for second consecutive year.

• Included in the S&P Global Sustainability Yearbook 2024 for third year in a row.

• EcoVadis rated HCLTech 'Gold' for HCLTech's advanced sustainability performance.

• Recognition as one of the 2025 World's Most Ethical Companies® by Ethisphere, two years in a row.

34. Organization Effectiveness

At HCLTech, its people remain at the heart of its progress. Investing in talent, fostering innovation, and adopting a people-first mindset are key for sustaining momentum. This approach, which prioritizes the wellbeing, growth and development of employees, not only fosters a positive work culture but also leads to higher productivity, better innovation and greater business success.

HCLTech's people strategy is building future-ready skills, attracting and retaining top global talent, and fostering a culture where individuals can thrive and

do their best work. As of FY 2024-25, the Company's global workforce stands at 2,23,420. LTM attrition rate was 13%, highlighting the Company's ongoing efforts to enhance employee engagement and retention.

With a presence in 60 countries and team members from 167 nationalities, global presence is being expanded by enhancing local footprint and focusing on strategic partnerships and AI advancements. The Company maintains its nearshore presence in 20 countries, with over 90% of employees being hired locally.

In FY 2024-25, 7,829 freshers were onboarded, reinforcing the Company's commitment to build a future-ready workforce. A key pillar of this strategy is the Company's TechBee program, which seeks to recruit highly talented class 12 graduates. The structured career development framework ensures that entry-level hires receive robust training, exposure to real-world challenges, and opportunities for continuous learning, including support for higher education.

Gen Z now represents 28% of the Company's global workforce, reinforcing its early engagement efforts and positioning HCLTech as an employer of choice for the next generation of talent.

Developing local talent through New Vistas and nearshore programs expands the talent access beyond traditional centers, tapping into pools in India and worldwide. As the Company continues to ramp up, its New Vistas locations in India now represent 16.2% of its India headcount. This year, New Vista locations have been expanded by opening centers in Kochi and Patna. Considering the criticality of building the next talent level at scale and the correct cost, the organization has refreshed its operating model around well-defined capabilities and skills. These capability units serve as the base structure that anchors employee development, talent mobility, career growth and selection of the right external talent. In contrast, the delivery units maximize delivery execution, client-centricity and client wallet share expansion. Each capability unit is aligned with the Company's business strategies and talent.

HCLTech has employees spanning four generations, many of whom are based out of client sites, and diversity has increased because many employees have joined HCLTech through acquisitions. The organization's geographically dispersed workforce and global client base require seamless movement of talent across domains and locations. A Talent Management Strategy that fosters knowledge sharing, collaboration, and cultural understanding was executed to enhance client service delivery further.

HCLTech's innovative approaches to training, reskilling and upskilling ensure its employees are future-ready. During this period, 2,17,316 employees availed themselves of 8.63 million hours of training to enhance their current skills and learn new skills. 1,06,000 employees were also trained in digital skills.

HCLTech is committed to build a diverse workforce across multiple dimensions in a verifiable and

measurable manner. Gender diversity stands at 28.8% during FY 2024-25. The Company's Chief Executive Officer & Managing Director ("CEO & Managing Director") has one of the primary functions of managing the Company's Diversity, Equity, and Inclusion ("DE&I") initiatives. To affirm, guide and support the Company's commitment towards ESG and drive gender diversity, the Company has in place a Committee of the Company named the ESG & Diversity Equity Inclusion Committee. DE&I Centre of Excellence has established an inspiring and transformational learning program for all employees, Inclusion at Scale, to educate people on various aspects of inclusion via shott video modules. Inclusion at Scale training aims to foster an inclusive culture through ongoing education, awareness, and application. It aids in developing a common language of inclusion across teams and organizations globally.

The Company's people-centric programs like TalentXchange, MentorMe and Aspire help to enrich its employees. TalentXchange, an AI-powered internal talent marketplace, is designed to match employees with suitable internal job opportunities based on their skills and interests. This initiative fosters career growth and enhances internal mobility by providing employees with insights into trending skills and supporting them in bridging skill gaps through targeted learning resources. MentorMe is a global mentoring platform, enrolling over 32,000 employees from 60 countries.

The program offers tailored mentoring experiences, supporting employees' career goals and professional development through a structured platform that connects mentors and mentees based on compatibility and shared objectives. The Aspire Learning Journey Program employs a 4D learning model, combining e-learning, instructor-led training, hands-on practice, and capstone projects to provide a holistic learning experience. The program features a structured curriculum with interim assessments, final assessments, and capstone projects, ensuring continuous skill development and career growth. The program engaged 51,000 participants from 30 countries, reflecting its global reach and inclusivity.

Generative AI is revolutionizing how the Company approaches people function by enhancing its ability to staff, engage and grow. HCLTech, leverages Generative AI to revolutionize talent acquisition with its Talent Navigator platform. This AI-powered solution enhances every hiring process step by automating and streamlining various tasks so that hiring managers, recruiters, and HR partners are empowered to focus on strategic decision-making and talent engagement. The result is a more efficient, data-driven, and scalable hiring process that not only improves the quality of hires but also boosts internal mobility and reduces time-to-hire, driving measurable business impact across the organization. HCLTech's internally developed virtual mentor, "MentorBot," helps employees with workplace challenges and dilemmas, ultimately reducing workplace stress. The tool acts as a personal coach, guiding the employees in their personal and professional journey within HCLTech. Being powered

by GenAI, MentorBot encourages employees to be less discreet in explaining their apprehensions. MentorBot aims to proactively identify and address the major interpersonal concerns within an organization, ensuring a supportive and responsive work environment for the employees. In addition to emphasizing technical skills for talent development, HCLTech also focuses on enhancing the leadership capabilities of its managers. Unlike technical skills, leadership is highly contextual and varies between individuals and situations.

Through the SuperManager program, HCLTech reaffirms the managers with the positive actions and impacts they have created within their teams. These acknowledgments serve as a guiding needle, helping managers understand what works best for their teams. Furthermore, they act as a valuable guidebook for other managers, offering insights into management and leadership tailored to the unique environment at HCLTech. The Company has also created a digital employee partner by creating a global community page. More than 90% of HCLTech employees are part of this initiative, where they are encouraged to provide transparent and candid feedback on policies, processes and technology to drive many data-driven decisions. The Company builds hi-tech solutions for its clients and leverage technology to empower the employees and functions. For instance, the Company internally revamp its people management processes through technology-led process transformation under Project Transcend. The goal is to build best-in-class hire processes leveraging leading SAP technologies to reinvent employee experience and drive process efficiency. The key objectives cover reimagining H2R processes by leveraging technology, empowering HR managers to take more informed decisions and improve employee engagement and retention, provide consumer grade user experience to candidates and employees through process transparency, self-service and consistent omnichannel experience across all touchpoint spanning entire employee lifecycle, reduce time to hire and improve early billability by brining process efficiency, automation and enhancing information accessibility, improve organization agility, adopt a skill based economy by standardizing roles and skill definition and ultimately improve data management which helps in making intelligent data driven decisions.

The Company's priorities will continue to strengthen how it hires, trains and deploys its talent aligned to its strategy. Specifically, next year will focus on building skills and talent for an Al-first future. HCLTech intends to do this through its refreshed operating model that places skills at the center of talent decision-making.

The Company is increasing data transparency about skills, proficiencies, deployment and its linkage to rewards and progression to all employees. The Company's entry-level talent and proactive hiring strategy will focus on specialization through upskilling to build future skills at scale. The refreshed operating model opens an opportunity to look at roles and organizational hierarchies to create a more market-agile and customer-centric organization.

35. 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.

36. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

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 Act 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, 2025 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 Act 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.

37. Employee Stock Options Plans

HCL Technologies Limited - Restricted Stock Unit Plan 2021 & HCL Technologies Limited - Restricted Stock Unit Plan 2024 (collectively referred to as"HCL RSU Plans"):

Pursuant to the approvals of shareholders of the Company obtained on November 28, 2021 and July 3, 2024 via Postal Ballot, the Board of Directors of the Company has been authorized to adopt and implement 'HCL Technologies Limited - Restricted Stock Unit Plan 2021' ("RSU Plan 2021“) and 'HCL Technologies Limited - Restricted Stock Unit Plan 2024' ("RSU Plan 2024“) respectively, and grant

Restricted Stock Units ("RSUs") to the Eligible Employees of the Company and/or its Subsidiary/ Associate Company(ies).

HCL RSU Plans grant RSUs to the Eligible Employees who receive equity shares on exercise of the vested RSUs.

HCL RSU Plans have been implemented by way of secondary acquisition of equity shares of the Company by HCL Technologies Stock Options Trust ("HCL Trust") for transferring the same to the RSU Grantees on exercise of the vested RSUs by them. Accordingly, no fresh shares are issued or will be issued by the Company either to the HCL Trust or the RSUs Grantees.

HCL RSU Plans are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ("SEBI SBEB & SE Regulations") and there have been no changes in the HCL RSU Plans during the financial year under review.

The details of the HCL RSU Plans including requirements specified under Regulation 14 of the SEBI SBEB & SE Regulations are available on the website of the Company at https://www.hcltech. com/investor-relations/disclosures-under-sebi-regulations-2015.

38. 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/corporate/whistleblower-policy. The details of the Whistleblower Policy are provided in the Corporate Governance Report.

39. Observance of the Secretarial Standards Issued by the Institute of Company Secretaries of India

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

40. Disclosure Under the 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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. The details of the Policy have been stated in the Corporate Governance Report.

41. Particulars of Employees

The information required pursuant to provisions of 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 2024-25:

Notes:

1) For calculating the above ratio, the median remuneration of employees has been taken on a global basis.

2) As Mr. C. Vijayakumar, CEO & Managing Director, is based in the USA and draws remuneration from HCL America Inc, a step-down wholly owned subsidiary of the Company, incorporated under the laws of California, USA, the ratio of remuneration drawn by him to median remuneration of the employees in the USA has also been provided for reference.

3) The remuneration of Non-Executive Directors comprises of sitting fees and commission paid/ payable for FY2024-25.

4) Ms. Lee Fang Chew was appointed as Non-Executive Independent Director of the Company w.e.f. April 25, 2024 and received the remuneration only for part of FY2024-25. Hence, information of her remuneration is incomparable and has not been provided.

5) Mr S. Madhavan, Dr. Mohan Cheilappa,

Ms. Robin Ann Abrams, Dr. Sosale Shankara Sastry and Mr R. Srinivasan retired on completion of their respective tenures as Independent Directors of the Company w.e.f. August 5, 2024. Hence, the remuneration of these directors is incomparable and has not been provided.

B. The percentage increase in remuneration of each

Director, Chief Executive Officer, Chief Financial Officer,

Company Secretary in the financial year 2024-25:

Notes:

1) Ms. Bhavani Balasubramanian was appointed as Non-Executive Independent Director of the Company w.e.f. January 12, 2024 and received remuneration only for part of FY2023-24. Hence, the increase/decrease cannot be determined and has not been provided.

2) Ms. Lee Fang Chew was appointed as Non-Executive Independent Director of the Company during the current financial year, w.e.f. April 25,2024 and received the remuneration only for part of FY2024-25. Hence, the increase/decrease cannot be determined and has not been provided.

3) Mr. S. Madhavan, Dr Mohan Cheilappa,

Ms. Robin Ann Abrams, Dr Sosale Shankara Sastry and Mr. R. Srinivasan retired on completion of their respective tenures as Independent Directors of the Company w.e.f. August5,2024 and received the remuneration only for part of FY2024-25. Hence, the increase/decrease cannot be determined and has not been provided.

Notes:

1) Mr. C. Vijayakumar is based in the USA and draws remuneration from HCL America Inc., a step-down wholly owned subsidiary of the Company, incorporated under the laws of California, USA and he did not receive any remuneration from the Company. The detailed break-up of his remuneration has been provided in the Corporate Governance Report.

2) Mr Shiv Kumar Walia was appointed as the Chief Financial Officer of the Company w.e.f. September 6 2024, in place of

Mr. PrateekAggarwal, who resigned from the services of the Company w.e.f. the said date. Since, Mr Shiv Kumar Walia and Mr. Prateek Aggarwal received remuneration only for part of FY2024-25, the remuneration of these Key Managerial Personnel is incomparable with the previous financial year and has not been provided.

C. The percentage increase in the median remuneration of employees in the financial year: 17.63%

D. The number of permanent employees on the rolls of the Company: As on March 31, 2025, there were 1,67,316 permanent employees on the rolls of the Company. In addition, there were 56,104 employees on the rolls of its subsidiaries.

E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile 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 3.15%. The remuneration paid to the CEO & Managing Director is within the limits approved by the shareholders, the percentage change in remuneration has been stated in point B of Para 41 of this report and the details of the remuneration have been provided in the Para 20 of the Corporate Governance Report.

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

G. Variable Pay Compensation: The variable compensation 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 and/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.

42. Statement of Employees Pursuant to Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

a) the list of top ten employees of the Company in terms of the remuneration drawn in FY 2024-25;

b) 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

c) a statement containing the names of the 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/investor-relations/ annual-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.

43. Large Corporates

As on March 31, 2025, the Company does not fall in the category of Large Corporates for FY 2024-25, as it does not exceed the thresholds given in the SEBI circular SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023.

44. Acknowledgements

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company, its subsidiaries and associate companies. The Company has achieved impressive growth through competence, hard work, solidarity, co-operation and the 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.