The Board of Directors ("Board") have immense pleasure in presenting the 33rd Directors Repot of HCL Technologies Limited ("HCLTech" or the "Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.
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:
(Rs. in crores)
Pakiculars |
Consolidated |
Standalone |
||
FY ended |
FY ended |
|||
| March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | |
Revenue from operations |
1,17,055 | 1,09,913 | 51,105 | 48,118 |
Other income |
2,485 | 1,495 | 1,234 | 1,076 |
Total Income |
1,19,540 | 1,11,408 | 52,339 | 49,194 |
Total Expenses |
96,279 | 90,441 | 35,865 | 33,738 |
Profit before tax |
23,261 | 20,967 | 16,474 | 15,456 |
Tax Expense |
5,862 | 5,257 | 4,208 | 3,782 |
Profit for the year |
17,399 | 15,710 | 12,266 | 11,674 |
Other comprehensive income |
705 | 855 | (81) | 439 |
Total comprehensive income for the year |
18,104 | 16,565 | 12,185 | 12,113 |
Earnings per share of Rs.2 each |
||||
Basic (in T) |
64.16 | 57.99 | 45.25 | 43.11 |
Diluted (in T) |
64.09 | 57.86 | 45.21 | 43.02 |
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 pokfolio across engineering, digital, cloud, AI and software makes HCLTech a preferred pakner 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 pakners and hyperscalers, allows the Company to deploy best-in-class technology solutions at speed and scale.
The advent of new technologies like GenAI is fukher accelerating enterprises adoption of new and adjacent
technologies. With its comprehensive pokfolio, HCLTech is well-positioned to leverage these growth oppokunities.
On a consolidated basis, the Companys revenue from operations for the financial year under review was
Rs.1,17,055 crores as against Rs.1,09,913 crores for the previous financial year. The profit for the financial year under review was Rs.17,399 crores as against Rs.15,710 crores for the previous financial year.
On a standalone basis, the Companys revenue from operations for the financial year under review was
Rs.51,105 crores as against Rs.48,118 crores in the previous financial year. The profit for the financial year under review wasRs.12,266 crores as against Rs.11,674 crores for the previous financial year.
The state of affairs of the Company is presented as pak of the Management Discussion and Analysis Repot which shall form pak of the Annual Repot for FY 2024-25.
The Board has paid the following interim dividends during the financial year under review:
S. No. |
Dividend Paid during FY 2024-25 | Date of Declaration | Rate of Dividend per Share (face value of T2 each) | Dividend amount(1) (Rs. in crores) |
1. |
1st Interim Dividend | April 26, 2024 | 18/- | 4,875 |
2. |
2nd Interim Dividend | July 12, 2024 | 12/- | 3,248 |
3. |
3rd Interim Dividend | October 14, 2024 | 12/- | 3,252 |
4. |
4th Interim Dividend(2) | January 13, 2025 | 18/- | 4,879 |
Total |
16,254 | |||
Notes:
The Board declared 1st interim dividend of Rs.18/- per share for Financial Year 2025-26 on April 22, 2025, after approval of the financial results for the quaker and year ended
March 31, 2025.
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 Rs.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.
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
Rs.6,03,40,00,000/- divided into 3,01,70,00,000 equity shares of face value of Rs.2/- each.
The Issued, Subscribed and Paid-up equity share capital of the Company as on March 31, 2025, was
Rs.5,42,73,30,192/- divided into 2,71,36,65,096 equity shares of face value of Rs.2/- each.
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 Companys 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 Companys aggregate potential liability for the Notes is USD 264.817 million which is 105% of the total aggregate principal amount of the Notes outstanding.
The Management Discussion and Analysis Repot 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 pak of the Annual Repot of the Company for FY 2024-25.
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.
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.
The Companys 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:
passed by the Office of the Regional Director, South- East 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.
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
incorporated in the USA. The said JV was formed as State Street HCL Holdings (UK) Limited ("Statestreet UK"), a company incorporated in the UK where in HCL UK held 49% equity stake. State Street HCL Services (Philippines) Inc. ("Statestreet Philippines"), a company incorporated in Philippines, and State Street HCL (India) Private Limited ("Statestreet India"), a company incorporated in India, were the 2 wholly owned subsidiaries of Statestreet UK.
W.e.f. April 1, 2024, pursuant to the Share Purchase Agreement, HCL UK divested its entire 49% equity stake in the JV. Accordingly, Statestreet UK, Statestreet Philippines and Statestreet India, ceased to be associated with the Company.
In terms of the requirements of Section 129(3) of the Companies Act, 2013, as amended from time to time ("Act"), a statement containing salient features of the financial statements of the Companys subsidiaries, associates and joint ventures in the Form AOC-1 shall form pak of the Annual Repot of the Company for FY 2024-25.
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 2024-25 shall be available on the website of the Company at
https://www.hcltech.com/investor- relations/financial-results.
The financial statements in respect of the subsidiaries for FY 2024-25 shall be available on
the website of the Company at https:// www.hcltech.com/investor-relations/subsidiaries-
financials.
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 Repot.
Details of the composition of the Board, appointments/ re-appointments/retirement of
directors, details of declaration by Independent Directors and changes in the Key
Managerial Personnel during the financial year under review are provided in the Corporate
Governance Repot which shall form pak of the Annual Repot for FY 2024-25 ("Corporate
Governance Repot").
During the financial year under review, seven meetings of the Board were held. The
details of the meetings are provided in the Corporate Governance Repot.
The Company has the following Board Commi ees as on March 31, 2025:
The Finance Commi ee ("FC"), a non-mandatory committee of the Company was
dissolved by the Board w.e.f October 14, 2024. On dissolution of FC, cekain tasks of the FC chaker were
migrated to other Board Commi ees viz. Audit Commi ee and Risk Management Commi ee. Details of the composition of the Commi ees, their terms of reference, a endance of
members at meetings of the Commi ees and other requisite details are provided in the
Corporate Governance Repot.
The Annual Pefiormance Evaluation of the Board, its Commi ees, the Chairperson of the
Board and the individual directors was undekaken 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 Commi ee of the Company. The process and criteria of evaluation is explained
in the Corporate Governance Repot.
M/s. B S R & Co. LLP, Chakered 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 Thiky- 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 Thiky-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.
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 Repot of the Secretarial Auditor is enclosed as Annexure
1 to this Repot. There are no qualifications, reservations, adverse remarks or disclaimers made by the
Secretarial Auditor in their Repot. The Secretarial Auditor has not Repoted 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.
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.
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 The Nomination and Remuneration Commi ee ("NRC") formulates the criteria for
determining the qualifications, positive a ributes and independence of directors in terms
of its chaker. While evaluating the suitability of individual Board members, the NRC
considers factors such as educational and professional background, general understanding
of the Companys 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 Repot.
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 Repot, which shall form pak of the Annual Repot for FY 2024-25.
The Companys 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 Companys 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.
There are no significant and material orders passed by the regulators or couks or
tribunals impacting the going concern status and Companys operations in future.
The pakiculars 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.
The pakiculars of transactions entered into with the related pakies have been given in Annexure
2 to this Repot 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
Paky Transaction Policy, which is available on 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 Commi ee 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 Commi ee, 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 Repot 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 The Companys 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 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 Repot. Fukher,
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 The Company neither has any outstanding deposits nor it has accepted any deposits from
the public during the financial year under review.
There are no proceedings initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
There were no instances of one-time se lement with the Banks or Financial Institutions.
The Corporate Governance Repot in terms of Regulation 34(3) of the Listing Regulations,
along with the Statutory Auditors cekificate thereon shall form pak of the Annual Repot
for FY 2024-25.
The Business Responsibility and Sustainability Repot in terms of Regulation 34(2) of
the Listing Regulations shall form pak of Annual Repot for FY 2024-25.
Key recognitions that the Company received during the financial year under review are
as follows:
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 Repot for FY 2024-25.
"Supercharging progress, sustainably and responsibly" conveys the Companys
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, effoks have been made towards ambitious goals, including reaching
net-zero emissions by the end of 2040.
The Companys initiatives recognized for consistently demonstrating sustainability are as follows:
Foundation, and helped over 15,000 persons with disability.
The following leading ESG rating agencies have recognized the Company as a leader in consideration of its commitments and progress:
At HCLTech, its people remain at the heak of its progress. Investing in talent, fostering innovation, and adopting a people-first mindset are key for sustaining momentum. This approach, which prioritizes the well- being, growth and development of employees, not only fosters a positive work culture but also leads to higher productivity, be er innovation and greater business success.
HCLTechs people strategy is building future-ready skills, a racting and retaining top global talent, and fostering a culture where individuals can thrive and
do their best work. As of FY 2024–25, the Companys global workforce stands at 2,23,420. LTM a rition rate was 13%, highlighting the Companys ongoing effoks 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 paknerships 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 Companys commitment to build a future-ready workforce. A key pillar of this strategy is the Companys 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 oppokunities for continuous learning, including suppok for higher education.
Gen Z now represents 28% of the Companys global workforce, reinforcing its early engagement effoks 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 Companys 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
organizations 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 fukher.
HCLTechs 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 commi ed 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 Companys Chief Executive Officer & Managing Director ("CEO & Managing Director") has one of the primary functions of managing the Companys Diversity, Equity, and Inclusion ("DE&I") initiatives. To affirm, guide and suppok the Companys commitment towards ESG and drive gender diversity, the Company has in place a Commi ee of the Company named the ESG & Diversity Equity Inclusion Commi ee. 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 shok 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 Companys 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 oppokunities based on their skills and interests. This initiative fosters career growth
and enhances internal mobility by providing employees with insights into trending skills and suppoking
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, suppoking 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+ pakicipants 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 pakners 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. HCLTechs internally developed vikual 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 suppokive 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. Fukhermore, 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 pakner by creating a global community page. More than 90% of HCLTech employees are pak 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 Companys 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 AI-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 Companys 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 oppokunity to look at roles and organizational hierarchies to create a more market- agile and customer-centric organization.
Disclosures of pakiculars 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 Repot.
Pursuant to the provisions of Section 134 of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
all applicable laws and that such systems are adequate and operating effectively.
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).
Brief details of the HCL RSU Plans are as under:
Details |
RSU Plan 2021 | RSU Plan 2024 |
Total |
A maximum of | A maximum of |
number |
1,11,00,000 (One | 84,60,000 (Eighty |
of RSUs |
crore eleven lakhs) | four lakhs sixty |
to be |
RSUs in one or | thousand) RSUs in |
offered |
more tranches | one or more tranches |
| may be granted | may be granted | |
| under the RSU | under the RSU | |
| Plan 2021, which | Plan 2024, which | |
| on exercise would | on exercise would | |
| entitle not more | entitle not more than | |
| than 1,11,00,000 | 84,60,000 (Eighty | |
| (One crore eleven | four lakhs sixty | |
| lakhs) equity | thousand) equity | |
| shares of Rs.2/- each | shares of Rs.2/- each | |
| (approximately | (approximately 0.31% | |
| 0.41% of the paid- | of the paid-up equity | |
| up equity share | share capital as on | |
| capital as on March | March 31, 2024), | |
| 31, 2021), with each | with each such RSU | |
| such RSU conferring | conferring a right | |
| a right upon the | upon the Grantee | |
| Grantee to apply for | to apply for one | |
| one equity share of | equity share of the | |
| the Company, which | Company, which may | |
| may be adjusted | be adjusted for any | |
| for any corporate | corporate action(s) | |
| action(s) in terms of | in terms of the RSU | |
| the RSU Plan 2021. | Plan 2024. |
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 h ps://www.hcltech. com/investor-relations/disclosures-under-sebi- regulations-2015.
The Company has formulated and published a Whistleblower Policy to provide Vigil
Mechanism for employees, directors and other stakeholders of the Company to Repot genuine
concerns (including Repoting 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 Whistleblower Policy are provided in the Corporate Governance Repot.
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.
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 Commi ee for the redressal of all sexual harassment complaints. These ma ers are also being Repoted to the Audit Commi ee. The details of the Policy have been stated in the Corporate Governance Repot.
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:
S. No. |
Name of the Director | Ratio to median remuneration of employees(1) |
Executive Director
1. |
Mr. C. Vijayakumar, CEO & Managing Director |
662.57 |
| 103.39(2) |
Non-Executive Director(3)
Notes:
Non-Executive Independent Director of the Company w.e.f. April 25, 2024 and received the remuneration only for pak of FY 2024-25. Hence, information of her remuneration is incomparable and has not been provided.
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.
Notes:
remuneration only for pak of FY 2023-24. Hence, the increase/decrease cannot be determined and has not been provided.
Non-Executive Independent Director of the Company during the current financial year,
w.e.f. April 25, 2024 and received the remuneration only for pak of FY 2024-25. Hence, the increase/decrease cannot be determined and has not been provided.
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 and received the remuneration only for pak of FY 2024-25. Hence, the increase/decrease cannot be determined and has not been provided.
S. No. Name of Key Managerial Personnel |
Designation | % Increase/(Decrease) in remuneration in the financial year after considering the LTI payment & perquisite value of RSUs exercised | % Increase/(Decrease) in remuneration in the financial year without considering the LTI payment & perquisite value of RSUs exercised |
1. Mr. C. Vijayakumar(1) |
CEO & Managing Director | 7.90% | 23.95% |
2. Mr. Shiv Kumar Walia(2) |
Chief Financial Officer | - | - |
3. Mr. Prateek Aggarwal(2) |
Chief Financial Officer | - | - |
4. Mr. Manish Anand |
Company Secretary | 20.91% | (6.33%) |
Notes:
been provided in the Corporate Governance Repot.
w.e.f. September 6, 2024, in place of
Mr. Prateek Aggarwal, 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 pak of FY 2024-25, the remuneration of these Key Managerial
Personnel is incomparable with the previous financial year and has not been provided.
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 Repot and the details of the remuneration have been provided in the Para 20 of the Corporate Governance Repot.
In terms of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a separate exhibit forming pak of this Repot contains the following:
This exhibit is available on the website of the Company at h ps://www.hcltech.com/investor-relations/ annual-Repots. The Annual Repot is being sent to
the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Companys website.
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.
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 suppok of employees at all levels. The Board wishes to thank the customers, vendors, other business associates and investors for their continued suppok
in the Companys 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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