The Board of Directors ("Board") has immense pleasure in presenting the 34th Directors' Report of HCL Technologies Limited ("HCLTech" or the "Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.
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, 2026, along with corresponding numbers of the previous financial year ended March 31, 2025, are as under:
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(t in crores)
Particulars Consolidated Standalone
FY ended FY ended March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025
|
|
Revenue from operations
|
1,30,144
|
1,17,055
|
55,031
|
51,105
|
|
Other income
|
1,530
|
2,485
|
2,205
|
1,234
|
|
Total Income
|
1,31,674
|
1,19,540
|
57,236
|
52,339
|
| |
|
|
|
|
|
Total Expenses
|
1,08,616
|
96,279
|
40,531
|
35,865
|
| |
|
|
|
|
|
Profit before exceptional items and tax
|
23,058
|
23,261
|
16,705
|
16,474
|
| |
|
|
|
|
|
Exceptional items
|
956
|
-
|
6,681
|
-
|
| |
|
|
|
|
|
Profit before tax
|
22,102
|
23,261
|
10,024
|
16,474
|
| |
|
|
|
|
|
Tax Expense
|
5,450
|
5,862
|
2,397
|
4,208
|
| |
|
|
|
|
|
Profit for the year
|
16,652
|
17,399
|
7,627
|
12,266
|
| |
|
|
|
|
|
Other comprehensive income
|
3,709
|
705
|
(1,815)
|
(81)
|
|
Total comprehensive income for the year
|
20,361
|
18,104
|
5,812
|
12,185
|
| |
|
|
|
|
|
Earnings per share of T2 each
|
|
|
|
|
|
Basic (in ?)
|
61.46
|
64.16
|
28.17
|
45.25
|
|
Diluted (in ^)
|
61.36
|
64.09
|
28.12
|
45.21
|
2. Business Overview and State of Affairs
HCLTech brings together the best of technology and its people to supercharge progress for clients. HCLTech is a preferred digital transformation partner to Global 2000 enterprises. The Company has a differentiated and future-ready portfolio spanning engineering, digital, cloud, AI and software. With global delivery network spanning across 60 countries and deep partnerships with leading hyperscalers and technology providers, HCLTech enables its clients to deploy cutting-edge digital technologies at speed and scale, delivering measurable, real-world outcomes. HCLTech aspires to be among the best AI solutions providers in the world. The Company has built a full-stack AI solutions portfolio to accelerate AI adoption in enterprises. The Company's AI-powered propositions, supported by robust bookings and sustained revenue growth in FY 2025-26, underscore its purpose of bringing together the best of technology and its people to supercharge progress.
As enterprises increase investments in AI and adjacent technologies, HCLTech is well-positioned to address evolving client needs and unlock new avenues for sustainable growth.
On a consolidated basis, the Company's revenue from operations for the financial year under review was T1,30,144 crores as against T1,17,055 crores for the previous financial year. The profit for the financial year under review was T16,652 crores as against T17,399 crores for the previous financial year.
On a standalone basis, the Company's revenue from operations for the financial year under review was T55,031 crores as against T51,105 crores in the previous financial year. The profit for the financial year under review was T7,627 crores as against T12,266 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 2025-26.
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3. Dividend
The Board has paid the following interim dividends during the financial year under review:
|
|
S. No.
|
Dividend Paid during
|
Date of Declaration
|
Rate of Dividend per Share
|
Dividend amount
|
| |
FY 2025-26
|
|
(face value of ^2 each)
|
(^ in crores)
|
|
1.
|
1st Interim Dividend
|
April 22, 2025
|
18/-
|
4,877
|
|
2.
|
2nd Interim Dividend
|
July 14, 2025
|
12/-
|
3,251
|
|
3.
|
3rd Interim Dividend
|
October 13, 2025
|
12/-
|
3,247
|
|
4.
|
4th Interim Dividend
|
January 12, 2026
|
12/-
|
3,247
|
|
Total
|
14,622
|
|
Note: The dividend amount is the gross amount before deduction of tax at source by the Company. Total tax deducted
|
|
at source was approx. ^1,389 crores.
|
|
|
The Board declared an interim dividend of ^24 per share for FY 2026-27 on April 21, 2026, after approval of the financial results of the Company for the quarter and year ended March 31, 2026.
4. Transfer to Reserves
The closing balance of the retained earnings of the Company, on a standalone basis, as on March 31, 2026, after all appropriations and adjustments was ^20,245 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 2025-26.
5. Share Capital
During the financial year under review, the Company did not issue any equity shares. As on March 31, 2026, 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, 2026, 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
HCL America Inc., a step-down wholly owned subsidiary of the Company incorporated under the laws of California, USA in March 2021 had issued 1.375% senior unsecured notes ("Notes") of USD 500 million. The Notes carried an unconditional and irrevocable guarantee by the Company. In February 2023, the Notes of USD 247.793 million in aggregate principal amount were bought back & cancelled by HCL America Inc.. Further, on March 10, 2026, HCL America Inc. has fully repaid the balance outstanding Notes of USD 252.207 million in aggregate principal amount. As there are no outstanding Notes, the said guarantee has been released by the Trustee of the Notes.
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, (the "Listing Regulations") shall form part of the Annual Report of the Company for FY 2025-26.
8. Subsidiaries, Associates and Joint Ventures
As on March 31, 2026, the Company has 125 subsidiaries and 3 associate companies 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
1. HCL Technologies Holdings GmbH was incorporated under the laws of Austria as a step-down wholly owned subsidiary of the Company.
2. HCL Technologies Middle East LLC was incorporated under the laws of UAE as a step-down wholly owned subsidiary of the Company.
B. Acquisitions during the financial year under review
1. Wobby BV, headquartered in Belgium, an Agentic AI software startup that provides AI Data Analyst 'Agents' for data warehouses was acquired by Actian Germany GmbH, a company incorporated in Germany and a step-down wholly owned subsidiary of the Company.
2. Finergic Solutions Pte. Ltd., headquartered in Singapore, that provides core banking and wealth management transformation programs was acquired by HCL Singapore Pte Ltd., a company incorporated in Singapore and a step-down wholly owned subsidiary of the Company.
Pursuant to this acquisition, Finergic Consulting Pte. Ltd. (incorporated in Singapore) and Finergic Luxembourg S.A. (incorporated in Luxembourg) became the step-down wholly owned subsidiaries of the Company w.e.f. March 6, 2026, 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 subsidiaries of the Company were merged/closed during the year under review:
1. Zeenea Benelux (incorporated in Belgium), a step-down wholly owned subsidiary was voluntarily liquidated on April 10, 2025.
2. Geometric China, Inc. (incorporated in China), a step-down wholly owned subsidiary was deregistered on September 24, 2025.
3. CeleritiFinTech Limited (incorporated in the United Kingdom) a Joint Venture of the Company was liquidated on October 28, 2025.
4. Actian International Inc. (incorporated in Delaware, USA), a step-down wholly owned subsidiary
was merged with and into Actian Corporation (incorporated in Delaware, USA), a step-down wholly owned subsidiary on December 1, 2025.
5. Confinale (UK) Limited (incorporated in the United Kingdom), a step-down wholly owned subsidiary was voluntarily dissolved on January 27, 2026.
D. Financial Statements of the Subsidiaries
In terms of the requirements of Section 129(3) of the Companies Act, 2013, as amended from time to time (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 of the Company for FY 2025-26.
In terms of 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 2025-26 shall be available on the website of the Company at https://www.hcltech.com/investor-relations/financial-results. The financial statements of the subsidiaries for FY 2025-26 shall also be available on the website of the Company at https://www.hcltech. com/investor-relations/subsidiaries-financials.
9. Material Changes and Commitments Affecting Financial Position Between the End of the Financial Year and the 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
Details of the composition of the Board, appointments/ re-appointments/retirement of directors during the financial year under review and details of declaration by Independent Directors are provided in the Corporate Governance Report which shall form part of the Annual Report for FY 2025-26. ("Corporate Governance Report").
During the financial year under review, there was no change in the Key Managerial Personnel of the Company.
11. Number of Meetings of the Board
During the financial year under review, eight meetings of the Board were held. The details of the meetings are provided in the Corporate Governance Report.
12. Board Committees
The Company has the following Board Committees as on March 31, 2026:
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 Details of the composition of the Committees, their key 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 by the Statutory Auditors in their Report for FY 2025-26. 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 Report
M/s. Makarand M. Joshi & Co. ("MMJC"), Practicing Company Secretaries, (Firm Registration No.: P2009MH007000), were appointed as the Secretarial Auditor of the Company in the Thirty-Third Annual General Meeting of the Company held on August 26, 2025 to hold the office for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30. The report of the Secretarial Auditor for FY 2025-26 is enclosed as Annexure 1 to this Report.
There are no qualifications, reservations, adverse remarks or disclaimers by the Secretarial Auditor in their report. The Secretarial Auditor has not reported any incident of fraud during the financial year under review.
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 2025-26 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 available on the website of the Company at https://www.hcltech.com/ corporate/remuneration-policy.
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 2025-26.
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 2025-26.
23. Transactions with Related Parties
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 socioeconomic 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, HCLFoundation, 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 2026-27 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 the Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of the Act, the dividend amounts which have remained unclaimed in the unpaid dividend account for a period of seven years from the date of transfer 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 has 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 23,081 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 has neither 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 2025-26.
31. Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report ("BRSR") has been prepared in the format prescribed by SEBI and includes disclosures under the Essential and Leadership Indicators aligned with the nine principles of the National Guidelines on Responsible Business Conduct ("NGRBC"). The report provides stakeholders with an overview of the Company's policies, practices and performance across key Environmental, Social and Governance ("ESG") areas.
Pursuant to SEBI Circular No. SEBI/HO/CFD/ CFD-SE-2/P/CIR/2023/122 dated July 12, 2023, as amended, SEBI has introduced BRSR Core, comprising identified key performance indicators linked to the NGRBC principles, which are subject to mandatory independent assurance. Accordingly, an independent reasonable assurance on the applicable BRSR Core indicators is being obtained. Further on a voluntary basis, the Company shall also obtain limited assurance on non-core parameters. The Assurance statement shall be attached with the BRSR and shall form part of the Annual Report.
The Company also publishes a standalone Sustainability Report, prepared with reference to the Global Reporting Initiative Standards 2021, providing additional details on its ESG strategy and performance. The Sustainability Report for FY 2025-26 shall be made available on the Company's website.
32. Sustainability
HCLTech's commitment to supercharging progress sustainably and responsibly is guided by its Act-Pact-Impact philosophy, which anchors business growth in accountability, transparency, and resilience.
In FY 2025-26, the Company conducted a Double Materiality Assessment to identify material topics most relevant for long-term value creation, considering both its impacts on people, the environment, and the economy, as well as the sustainability-related risks and opportunities influencing business performance.
To further strengthen strategic decision-making, HCLTech periodically assesses climate-related risks across 2030, 2040, and 2050 time horizons, enhancing its understanding of transition and physical risks and reinforcing resilience planning. The Company's sustainability roadmap is anchored in its 2030 priorities and supported by its ambition to achieve net-zero emissions by 2040 validated by SBTi, enabling a credible, phased transition aligned with business strategy and innovation-led growth. With industry leading performance on water, waste management and other metrics, the Company continues to reduce costs and improve operational resilience by embedding Sustainability into its core operations.
Beyond its operations, HCLTech leverages its digital, engineering, and responsible technology capabilities to help clients embed sustainability into core business decisions, operating models, and digital transformation initiatives. HCLTech also remains focused on creating positive social impact by investing in communities, skills, inclusive growth, contributing to a more resilient, equitable, and future-ready society.
The Company's Sustainability initiatives have produced these outcomes:
• Energy consumption has decreased by 31% in comparison to baseline year 2020, with a 56% reduction in non-renewable energy usage.
• Achieved a 55.84% reduction in scope 1 and 2 emissions, 4 years ahead of the target year 2030, compared to the baseline year 2020.
• Achieved a 9.56% reduction in scope 3 emissions compared to base year 2020.
• Achieved 49.79% of renewable energy across global operations.
• Impacted 8.4 million lives with 54% female beneficiaries through its CSR arm, HCLFoundation, and helped 16,800 persons with disability.
• Planted over 4.5 million saplings, developed water structures, rejuvenated water bodies replenishing 51 times the amount of water consumed by HCLTech.
• Maintained 100% TRUE Zero Waste to Landfill Platinum certification for all campuses in India.
Several leading ESG rating and assessment agencies have recognized HCLTech as a leader on account of its performance:
• S&P Global Sustainability Yearbook
Included for the 4th year in a row, with 16% improvement in the score compared to the previous year.
• EcoVadis
Awarded EcoVadis Gold rating for the second year in a row, ranking in the 96th percentile globally in FY 2025-26.
• MSCI ESG Ratings
Achieved AA rating for strong ethics and human capital practices.
• Science Based Targets initiative ("SBTi")
Climate targets validated for both near-term and long-term goals.
• Perpetual Capital - Hurun India
Perpetual Capital - ranked HCLTech #2 among top 50 companies featured in India Impact 50 list 2026 for embedding Sustainable Development Goals in core operations.
33. Awards and Recognitions
HCLTech has been named to Fortune magazine's 2026 World's Most Admired Companies list, recognizing its consistent performance, technology-led innovation and commitment to long-term value creation for clients, employees and stakeholders. The Company has been recognized by TIME magazine in two of its flagship global rankings: the World's Best Companies 2025 and the World's Most Sustainable Companies 2025. It is the highest-ranked India-headquartered technology company on the list for the second consecutive year.
The other key recognitions that the Company received during the financial year under review are as follows:
• Chairperson, Roshni Nadar Malhotra featured among:
Ý Forbes World's 100 Most Powerful Women
Ý Fortune Most Powerful Women in Asia
Ý Business Today India's Most Powerful Women in Business
• CEO & Managing Director, C. Vijayakumar named India's Best CEO (IT Services Large Cap) by Fortune India.
• Among Asia's Most Honored in Extel's 2025 Executive Team rankings, including Best CEO, Best CFO and Best IR Team awards. Achieved 17 Top 3 rankings (across Overall, Buy-Side and Sell-Side categories) in the Technology IT Services and Software sector, out of which 9 were No. 1 rankings.
• Recognized as one of the World's Most Ethical Companies® by Ethisphere for the third consecutive year.
• Ranked 8th most valuable IT services brand globally by Brand Finance.
• Featured in Forbes list of World's Best Employers for the sixth year in a row.
• Named one of America's Best Employers for New Grads 2025 by Forbes for the second consecutive year.
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 2025-26.
34. Organization Effectiveness - People-Led, AI-First Growth Engine
At HCLTech, its people are the driving force behind its ability to deliver sustained value in a rapidly changing world. As technology reshapes industries and business models, HCLTech's focus remains clear, building a workforce that is skilled, adaptable, and empowered to lead change.
HCLTech is committed to attracting, developing, and retaining the best talent by creating an environment rooted in trust, inclusion, and continuous growth. Its people strategy is anchored in a skills-first philosophy, where capability building, internal mobility, and future-ready learning pathways enable its workforce to stay ahead of evolving client and market needs. As of March 31, 2026, HCLTech's global workforce stood at 2,27,181, supported by sustained engagement actions and an LTM attrition rate of 12.5%. HCLTech operates at global scale with strong local relevance-present in 60 countries with team members from 167 nationalities. The Company continue to expand its footprint through strategic partnerships and AI advancements and maintain nearshore presence in 20 locations, with over 90% of employees hired locally.
To build the next talent layer at scale and at the right cost, the Company refreshed its operating model around well-defined capabilities and skills. Capability units anchor employee development, talent mobility, career growth and the selection of external talent, while delivery units maximize execution excellence, client-centricity and wallet-share expansion-each aligned tightly to business strategy and talent priorities. HCLTech investments in digital platforms, Al-driven talent practices ensure that every individual has the opportunity to grow, contribute meaningfully, and realize their full potential.
The Company is investing decisively in reskilling and upskilling to keep its workforce future-ready. During the period, over 2,20,000 employees completed 9.3 million hours of learning, and 1,35,892 employees were trained in AI skills. This investment in capability building is complemented by a portfolio of people products that accelerate career mobility, development, and individual aspiration-enabled by integrated digital platforms such as TalentXchange, MentorMe, and Aspire.
• TalentXchange, HCLTech Al-powered internal talent marketplace, connects employees to opportunities aligned with their skills, interests, and career goals enabling a unified and transparent career progression journey.
• MentorMe, HCLTech global mentoring platform enrolling over 40,000 employees offers tailored mentoring journeys by connecting mentors and
mentees based on compatibility and shared development objectives. HCLTech's internally developed virtual mentor, MentorBot, helps employees navigate workplace challenges and dilemmas, reducing stress through a supportive, GenAI-powered coaching experience. In parallel, the Company is strengthening leadership capability through the SuperManager program, which reinforces effective manager behaviours by recognizing positive actions and impacts-creating reusable, contextual insights that help managers lead effectively within HCLTech.
• The Aspire Learning Journey Program uses a 4D learning model-e-learning, instructor-led training, hands-on practice, and capstone projects to deliver a holistic experience. A structured curriculum with interim assessments, final assessments and capstones supports continuous skill development and career growth.
• HCLTech Talent Navigator platform, a suite of 12 AI agents enhances job descriptions, constructs skill rubrics, builds profile match reports, and provides SWOT analysis based on interview reviews—enabling internal and external fulfilment.
At HCLTech, employee experience is not a program—it is a design principle. The Company executed a Talent Management Strategy that strengthens collaboration, cultural understanding and delivery outcomes, supported by its award-winning EARS (Employee Action and Response System)—a large-scale, digital-first approach to continuously listen, act in real time, and close the loop with measurable impact. The initiative was recognized by The Economic Times, the People First Limited platform and the Brandon Hall Group. HCLTech strengthened two-way engagement at scale through its Digital People Partner, enabled via a global community page. With more than 90% of employees participating, the Company receive transparent, candid feedback on policies, processes and technology-supporting data-driven decisions and continuous improvement. The initiative won in the Employee Experience category at the HR World EX awards and was also recognized for Leading Practices in Employee Engagement at the People First HR Excellence Awards.
HCLTech builds talent early and at scale. In FY 2025-26, the Company onboarded 11,744 freshers, including through its TechBee program that recruits highly talented class 12 graduates. The Company structured development framework combines rigorous training, real-world exposure, continuous learning, and support for higher education-helping sustain a future-ready pipeline. Gen Z represents 31% of HCLTech global workforce, reinforcing its position as an employer of choice for next-generation talent.
The Company is widening access to talent beyond traditional hubs through New Vistas and nearshore programs, tapping diverse skill pools in India and globally. New Vistas locations in India now represent 17% of its India headcount; during the year under review
HCLTech expanded the network with new center in GIFT City, Ahmedabad.
With a diverse, global workforce spanning multiple generations, geographies, and disciplines, the Company fosters a culture that values collaboration, transparency, and shared purpose.
HCLTech is reimagining the hire-to-retire experience as a digital, AI-enabled and SAP-powered ecosystem-where data, skills, and seamless platforms come together to deliver intuitive, consumer-grade journeys for employees and managers. Through Project Transcend, the Company is building a unified, insight-led people architecture that enhances agility, accelerates outcomes, and enables a truly future-ready, skills-based organization.
The Company is building a diverse workforce across multiple dimensions in a verifiable, measurable manner. In FY 2025-26, gender diversity stood at 29.6%. The CEO & Managing Director plays a primary role in overseeing the Company's Diversity, Equity and Inclusion ("DE&I") initiatives. To affirm and guide HCLTech's ESG commitment and gender diversity agenda, the Board oversees a dedicated ESG and Diversity Equity Inclusion Committee. The Company's DE&I Centre of Excellence delivers Inclusion at Scale, a transformational learning program that builds awareness and capability through short, scalable video modules. The Company's efforts have been recognized across programs including Best Advance in Leadership Development for Women and Best Learning Program that Supports and Promotes Diversity, Equity, Inclusion and Belonging, and by Avtar & Seramount.
• HCLTech was named a winner in the BCWI (Best Companies for Women in India) 2025 list, reflecting its focus on fostering inclusive workplaces for women. HCLTech was also inducted into the BCWI "Hall of Fame", recognizing its consistent presence in the rankings for over five years.
• HCLTech was recognized as an "Exemplar of Inclusion" in the seventh edition of the Most Inclusive Companies Index ("MICI") 2025 by Avtar & Seramount. This recognition underscores its commitment to an equitable workplace that embraces diversity across gender, disability, LGBTQ identities, age, region, and more.
Looking ahead, HCLTech will continue to build a future-ready, skills-led workforce aligned to the evolving demands of an AI-driven world. The Company focus remains on strengthening capability, enhancing employee experience, and enabling greater agility across the organization. Through these efforts, the Company aims to unlock the full potential of its people and drive sustained, long-term value.
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, 2026, 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 "HCLTech 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 Subsidiaries/Associate Company(ies). Further, at the Annual General Meeting held on August 26, 2025, the shareholders approved a variation in the RSU Plan
2024, pursuant to which overall RSU grant limit was increased from 84,60,000 (Eighty-four lakhs sixty thousand) RSUs to 1,17,60,000 (One crore seventeen lakhs sixty thousand) RSUs and the maximum number of RSUs that may be granted in one or more tranches to an Eligible Employee under the RSU Plan 2024 was increased from 13,00,000 (Thirteen lakhs) RSUs to 33,00,000 (Thirty-three lakhs) RSUs.
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Brief details of the HCLTech RSU Plans are as under:
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Details
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RSU Plan 2021
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RSU Plan 2024
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Total
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A maximum of
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A maximum of
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number of
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1,11,00,000 (One
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1,17,60,000 (One
|
|
RSUs to be
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crore eleven
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crore seventeen
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offered
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lakhs) RSUs in one
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lakhs sixty
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| |
or more tranches
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thousand) RSUs
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| |
may be granted
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in one or more
|
| |
under the RSU
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tranches may be
|
| |
Plan 2021, which
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granted under the
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| |
on exercise would
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RSU Plan 2024,
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entitle not more
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which on exercise
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than 1,11,00,000
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would entitle
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(One crore
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not more than
|
| |
eleven lakhs)
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1,17,60,000 (One
|
| |
equity shares
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crore seventeen
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of ^2/- each
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lakhs sixty
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(approximately
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thousand) equity
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0.41% of the
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shares of ^2/- each
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| |
paid-up equity
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(approximately
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share capital as
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0.43% of the paid-
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on March 31, 2021),
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up equity share
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with each such
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capital as on March
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RSU conferring
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31, 2025), with
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a right upon the
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each such RSU
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Grantee to apply
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conferring a right
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for one equity
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upon the Grantee
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share of the
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to apply for one
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Company, which
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equity share of the
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| |
may be adjusted
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Company, which
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for any corporate
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may be adjusted
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| |
action(s) in terms
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for any corporate
|
| |
of the RSU Plan
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action(s) in terms
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2021.
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of the RSU Plan 2024.
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HCLTech RSU Plans grant RSUs to the Eligible Employees who receive equity shares on exercise of the vested RSUs.
HCLTech RSU Plans have been implemented by way of secondary acquisition of equity shares of the Company by HCL Technologies Stock Options Trust ("HCLTech 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 HCLTech Trust or the RSUs Grantees.
HCLTech 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 HCLTech RSU plans during the financial
year under review except the variation as mentioned above.
The details of the HCLTech 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. Whistleblower Policy/Vigil Mechanism
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 unethical, improper practices and 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. The said Policy is available on the website of the Company at https://www.hcltech.com/ corporate/whistleblower-policy and details of the same are also 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 applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
40. 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 matters are also being reported to the Audit Committee. The Details of the Policy and sexual harassment complaints are provided in the Corporate Governance Report.
41. Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961 and corresponding provision of Social Security code, 2020 during the year under review.
42. 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 FY 2025-26:
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S. Name of the Director Ratio to median No. remuneration of
employees'”
Executive Director
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1.
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Mr. Vijayakumar Chinnaswamy ("C. Vijayakumar"), CEO & Managing Director®
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291.9
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Non-Executive Director®
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2.
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Mr. Amitabh Kant(4)
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-
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3.
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Ms. Bhavani Balasubramanian
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13.3
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4.
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Mr. Deepak Kapoor
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13.2
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5.
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Ms. Lee Fang Chew
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15.2
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6.
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Ms. Nishi Vasudeva
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13.0
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7.
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Ms. Roshni Nadar Malhotra
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11.8
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8.
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Mr. Shikhar Neelkamal Malhotra ("Shikhar Malhotra")
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11.1
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9.
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Mr. Simon John England
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14.7
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10.
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Mr. Thomas Sieber(5)
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-
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11.
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Ms. Vanitha Narayanan
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16.0
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Notes:
1) The Company's workforce is spread across multiple countries, therefore, the median remuneration of employees has been determined after converting the remuneration of all global employees into Indian Rupee ("INR") equivalent remuneration using the applicable country-to-India Purchasing Power Parity ("PPP") conversion factor as on March 31 2026.
2) Mr C. Vijayakumar, Chief Executive Officer & Managing Director, is based in the USA and draws remuneration from HCL America Inc., a step-down wholly owned subsidiary of the Company. For the purpose of calculating the remuneration ratio, his remuneration has been converted
into INR equivalent using the applicable USA-to-India PPP conversion factor as on March 31, 2026. Thereafter, this remuneration has been compared with the median remuneration of global employees to calculate the ratio.
3) The remuneration of Non-Executive Directors comprises of sitting fees and commission paid/ payable for FY2025-26.
4) Mr. Amitabh Kant was appointed as Non-Executive Independent Director of the Company w.e.f. September 8 2025 and received remuneration only for part of FY2025-26. Hence, information of his remuneration is incomparable and has not been provided.
5) Mr. Thomas Sieber retired on completion of his tenure as Independent Director of the Company w.e.f August26,2025. Hence, his remuneration 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 FY 2025-26:
i. Percentage increase/(decrease) in Remuneration of Non-Executive Directors
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S. Name of the Director % Increase/ No. (Decrease) in
remuneration in the financial year
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1.
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Mr. Amitabh Kant ®
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-
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2.
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Ms. Bhavani Balasubramanian
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78.07
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3.
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Mr. Deepak Kapoor
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80.99
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4.
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Ms. Lee Fang Chew (2)
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-
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5.
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Ms. Nishi Vasudeva
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69.47
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6.
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Ms. Roshni Nadar Malhotra
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74.32
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7.
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Mr. Shikhar Malhotra
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82.25
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8.
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Mr. Simon John England
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43.59
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9.
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Mr. Thomas Sieber(3)
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-
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10.
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Ms. Vanitha Narayanan
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73.03
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Notes:
1) Mr. Amitabh Kant was appointed as NonExecutive Independent Director of the Company during the current year (FY2025-26) and therefore the increase/(decrease) in remuneration is not applicable.
2) Ms. Lee Fang Chew was appointed as Non-Executive Independent director of the Company w.e.f. April 24, 2024, and received remuneration for part of FY2024-25. Hence, the increaseZ(decrease) in remuneration is not comparable.
3) Mr. Thomas Sieber retired on completion of his tenure as Independent Director of the Company w.e.f on August 26,2025, and received remuneration only for part of FY 2025-26. Hence, the increaseZ(decrease) in
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ii.
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Percentage increase/(decrease) in remuneration of Executive Director and Key Managerial Personnel
|
|
S.
No.
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Name of Key Managerial Personnel
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Designation
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% Increase/(Decrease) in remuneration in the financial year after considering the LTI payment & perquisite value of RSUs exercised
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% Increase/(Decrease) in Remuneration in the financial year without considering the LTI payment & perquisite value of RSUs exercised
|
|
1.
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Mr. C. Vijayakumar®
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CEO & Managing Director
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66.98%
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22.86%
|
|
2.
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Mr. Shiv Kumar Walia(2)
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Chief Financial Officer
|
-
|
-
|
|
3.
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Mr. Manish Anand
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Company Secretary
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(6.65) %
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0.99%
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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. A 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. the close of business hours on September 6, 2024. Since the remuneration paid to Mr. Shiv Kumar Walia for FY2024-25 was for part of the year, the remuneration paid to him in FY2025-26 is not comparable with that for FY 2024-25.
C. The percentage increase in the median remuneration of employees in the financial year: 5.4%, with respect to calculation of this percentage, please refer to note
no. 1 given at point 42A above.
D. The number of permanent employees on the rolls of the Company: As on March 31, 2026, there were 1,70,811 permanent employees on the rolls of the Company. In addition, there were 56,370 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 2.97 %. 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(ii) above 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,
43. 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 2025-26;
b) a statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of T1.02 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 T8.50 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.
44. Large Corporates
As on March 31, 2026, the Company does not fall in the category of Large Corporates for FY 2025-26, 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.
45. Acknowledgements
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 place on record its appreciation of the significant contributions made by the employees of the Company and its subsidiaries/associate companies.
The Board also 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.
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