Directors Report of HCL Infosystems Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the Thirty Ninth (39^th) Annual Report on the Business and Operations of
the Company, together with the audited Financial Statements, both standalone and consolidated, for the financial year
ended March 31, 2025.

Financial Highlights

The summary of the financial performance of the Company for the Financial Year ended March 31, 2025, as compared to
the previous year is as below:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Net Sales and other income	5,007.86	6,199.29	1084.35	1,783.89
Loss before exceptional items Interest, depreciation and tax	(2,630.10)	(2,686.89)	(1,419.17)	(1,151.18)
Finance charges	17.25	37.35	17.25	43.24
Depreciation and amortization	47.45	53.92	47.45	52.81
Exceptional items gain/(Loss)	583.88	1,196.36	(701.37)	(307.64)
Profit/(Loss) before tax	(2,110.92)	(1,581.60)	(2,185.14)	(1,554.88)
Provision for taxation: current	-	5.76	-	-
Net Profit/(loss) after tax	(2,110.92)	(1,587.36)	(2,185.14)	(1,554.88)

State of Company''s Affairs/Performance

The consolidated net revenue and other income of the
Company for the financial year ended March 31,2025, was
'' 5,007.86 lakhs as against '' 6,199.29 lakhs during the
previous financial year ended March 31, 2024. The
consolidated loss before tax for the financial year ended,
March 31, 2025, was '' 2,110.92 lakhs as against loss of
'' 1,581.60 lakhs during the previous financial year ended
March 31, 2024.

The net revenue and other income on standalone basis for
the financial year ended, March 31, 2025, was '' 1,084.35
lakhs as against '' 1,783.89 lakhs during the previous
financial year ended March 31, 2024. The loss before tax
for the financial year ended, March 31,2025, was '' 2,185.14
lakhs as against loss of '' 1,554.88 lakhs during the previous
financial year ended March 31, 2024.

Dividend

Your Board of Directors do not recommend any dividend
for the financial year 2024-25.

Operations

A detailed analysis and insight into the financial
performance and operations of your Company for the year
ended March 31, 2025, is provided in the Management
Discussion and Analysis, forming part of the Annual Report.

Share Capital

As on March 31, 2025, the authorized share capital of the
Company stands at '' 1,756,000,000 (Rupees One Hundred
Seventy-Five Crores Sixty Lakhs Only) divided into (i) 853,

000, 000 (Eighty-Five Crores and Thirty Lakhs) equity shares
having a face value of '' 2 each and (ii) 500,000 (Five Lakhs)
Preference Shares having a face value of '' 100 each.

As on March 31, 2025, the issued and subscribed share
capital stands at '' 658,421,856 (Indian Rupees Sixty-Five
Crores Eighty-Four Lakhs Twenty-One Thousand Eight
Hundred and Fifty-Six only) divided into 329,210,928 (Thirty-
Two Crores Ninety-Two Lakhs Ten Thousand Nine Hundred
and Twenty-Eight) equity shares of face value of '' 2 each.

As on March 31, 2025, paid up equity share capital stands
at '' 658,419,856 (Indian Rupees Sixty-Five Crores Eighty-
Four Lakhs Nineteen Thousand Eight Hundred and Fifty-
Six only) divided into 329,209,928 (Thirty-Two Crores
Ninety-Two Lakhs Nine Thousand Nine Hundred and
Twenty-Eight) equity shares of face value of '' 2 each.

Transfer to Reserves

In view of losses, no amount is proposed to be transferred
to the general reserve of the Company.

Credit Rating

The Company has following credit ratings:

S. No.	Facilities	(? in Lakhs)	Rating
1	Long-term/short term bank facilities	11,687	CARE BBB ; Stable/CARE A2
2	Long-term/short term bank facilities	6,500	CARE AA- (CE); Stable/ CARE A1 (CE)) #

unconditional and irrevocable corporate guarantee
provided by HCL Corporation Private Limited, the promoter
Company.

Deposits

Your Company has not accepted/renewed any deposits
from the public during the year and there were no deposits
outstanding either at the beginning or at the end of the
year.

Listing

The Equity Shares of your Company are listed at The BSE
Limited, Mumbai (BSE) and National Stock Exchange of India
Limited, Mumbai (NSE).

Stock Exchange(s) where HCL	Scrip Symbol/
Infosystems Limited shares are listed	Code
National Stock Exchange of	HCL-INSYS
India Limited (NSE)
BSE Limited (BSE)	500179

The annual listing fees for the year have been paid to al
these Stock Exchanges within the stipulated time.

Board of Directors & Key Managerial Persons (KMP)

As on March 31,2025, the composition of the Board ol
Directors ("Board") is as follows:

Sr. No	Name of the Director	Category
1	Dr. Nikhil Sinha	Chairman of the Board (Independent Director)
2	Ms. Ritu Arora	Independent Director
3	Mr. Kirti Kumar Dawar	Independent Director
4	Mr. Raghu Venkat Chivukula	Independent Director
5	Mr. Neelesh Agarwal	Non-Executive Non-Independent Director
6	Mr. Pawan Kumar Danwar	Non-Executive Non-Independent Director
7	Ms. Rita Gupta	Non-Executive Non-Independent Director

The Board is duly constituted with non- executive directors.

Ms. Rita Gupta has been appointed as an additional director
(Non-executive & non-independent), liable to retire by
rotation on the Board of the Company w.e.f. 7^th February
2025.

Ms. Rita Gupta has been appointed as director, w e.f. 22^nd
March 2025 with the approval of shareholders of the
Company by way of postal ballot.

Ms. Ritu Arora has ceased to be an Independent and Non¬
Executive Director with effect from 5^th April 2025 upon
completion of her second tenure.

The requisite certificate(s) from the practicing company
secretary confirming that none of the directors of the
Company have been debarred or disqualified from being
appointed or continuing as directors of the Company by
Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such authority is attached to the
corporate governance report.

Key Managerial Persons

During the under review, Ms. Komal Bathla resigned from
the position of Company Secretary & Compliance Officer
w.e.f. the closing hours of 25^th February 2025.

As on March 31,2025 below are the Key Managerial
Personnel.

Mr. Alok Sahu	Chief Financial Officer
Mr. Raj Kumar Sachdeva	Manager

Ms. Twinkle Monga appointed as a Company Secretary &
Compliance Officer w.e.f 23^rd May, 2025. The said
appointment is done in accordance with the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mr.
Neelesh Agarwal, retires from office by rotation at the
ensuing thirty-nine Annual General Meeting and being
eligible, has offered himself for re-appointment. A brief
resume, details of expertise and other directorships/
committee memberships held by him, form part of the
notice convening the thirty-nine Annual General Meeting.

In terms of the provision of Section 149, 152(6) and other
applicable provisions of the Companies Act, 2013, an
independent director shall hold office up to a term of five
consecutive years on the Board of the Company and shall
not be liable to retire by rotation.

Postal Ballot

During the year under review, the Company conducted
postal ballot for the following matter as follows:

Appointment of Ms. Rita Gupta (DIN:00899240) as Non¬
Independent and Non-Executive Director of the
Company liable to retire by rotation.

The board of directors have appointed CS Vineet K
Chaudhary, Managing Partner of M/s VKC & Associates,
Practicing Company Secretary having membership No
F5327 and CP No 4548 and in case of his failure, CS Mohit
K Dixit having membership no F12361 and CP No. 17827
Partner of M/s VKC & Associates,, a Practicing Company
Secretary, as the scrutinizer for conducting the postal ballot
and e-voting process in a fair and transparent manner.

Due process was followed to conduct the postal ballot in
accordance with Section 110 of the Companies Act, 2013,

and other applicable provisions, if any, read with Rule 20 and 22 of the Companies (Management and Administration)
Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and in compliance with general circular number nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020,
10/2021 dated June 23, 2021,03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September
25 2023 and 09/2024 dated September 19 2024 issued by the Ministry of Corporate Affairs ("MCA Circulars")

Mode	Total Valid Votes		Votes in Favor			Votes Against
	Voters	No of votes	Voters	No of votes	%	Voters	No of votes	%
Postal Ballot (Remote e-voting)	519	207288303	469	207235519	99.975	50	52784	0.025

Committees of Board

Currently, the Board has 4 (Four) Committees: Accounts and
Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, and Finance
Committee. A detailed note on Committees is provided in
the Corporate Governance Report and forms part of the
Annual Report.

Composition of Accounts and Audit Committee

The composition of the Accounts and Audit Committee is
given below:

Name	Category
Dr. Nikhil Sinha (Chairperson)	Independent & Non-executive
Ms. Ritu Arora*	Independent & Non-executive
Mr. Raghu Venkat Chivukula	Independent & Non-executive
Mr. Kirti Kumar Dawar	Independent & Non-executive
Mr. Pawan Kumar	Non-Independent
Danwar	& Non-executive

* Ms. Ritu Arora has ceased to be an Independent and Non¬
Executive Director with effect from 5^th April 2025 upon
completion of her second tenure.

The Board had accepted all the recommendations of the
Accounts and Audit Committee during the financial year
2024-25.

Manner & Criteria of formal annual evaluation of the
Board''s performance and that of its Committees and
Individual Directors

Pursuant to the provisions of Section 178 and 134 read
with Schedule IV of the Companies Act, 2013 and Regulation
17(10) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors conducted a formal annual
evaluation of its own performance, the Committees of the
Board, and each individual Director.

The Company had appointed an external agency conduct
the evaluation of the board, committees and individual
directors including independent directors, as per the
assessment criteria and norms designed by the Company''s
Human Resource Department and approved by the Board''s

Nomination and Remuneration Committee. The evaluation
reports were reviewed by an Independent HR consultant,
who shared the results with the Board Chairman - Dr. Nikhil
Sinha.

Independent Directors in their separate meeting held on
7^th February, 2025 reviewed the performance of Non
Independent Directors and the Board as a whole. They also
reviewed the performance of the Chairperson of the
Company.

Criteria/Policy on Appointment and Remuneration

The Company believes that a diverse Board will be able to
leverage different skills, qualifications, and professional
experiences which is necessary for achieving sustainable
and balanced development. In accordance with the
provisions of Section 178 of the Companies Act, 2013 and
Part D of Schedule II of the Listing Regulations, the
Company has adopted the policy on Nomination and
Remuneration of Directors (Executive, Non-Executive and
Independent), Key Managerial Personnel (KMPs), Senior
Management and other Employees of your Company. The
policy specifies the criteria for appointment of Directors
and Senior Management and their remuneration and for
determining qualifications, positive attributes and
independence of a director. The policy is available on the
website of the Company and can be assessed at

https://hclinfosystems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration policy.pdf

Board Meetings

During the financial year 2024-25, 4 (Four) Board meetings
were held and the gap between two meetings did not
exceed one hundred and twenty days. The details of Board
meetings are stated in the corporate governance report
which forms part of the Annual Report.

The Board meetings were conducted in due compliance
with and following the procedures prescribed in the
Companies Act, 2013, SEBI Listing Regulations and
applicable secretarial standards.

Corporate Social Responsibility (CSR)

Pursuant to the provision of section 135 of the Companies
Act, 2013, the Company no longer meets any of the criteria
required for CSR i.e. net worth criteria, turnover criteria, or
net profit criteria. Therefore, the provision of CSR is not
applicable.

Corporate Governance

The Company is committed to adhere to best corporate
governance practices. The separate sections on
Management Discussion and Analysis, Corporate
Governance, and a Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate
Governance as stipulated under SEBI Listing Regulations,
2015 form part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the
Companies Act, 2013, and based on the representations
received from the operating management, the Directors
hereby confirm that:

• in the preparation of the annual accounts for the
financial year ended 31^st March 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

• the directors had selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as on the financial year ended 31^st March
2025 and of the profit and loss of the Company for
that period;

• the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going
concern basis;

• the directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

• the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Statement on Declaration given by Independent
Directors

All Independent Directors have given declarations to the
effect that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and
SEBI Listing Regulations, 2015.

Particulars of Employees and related disclosures

The information required under Section 197 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 the remuneration of each director to
the median remuneration of the employees of the

Company for the financial year and the key
parameters for any variable component of
remuneration availed by the directors: NA*

* No remuneration has been paid to any director during
the year.

b) The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Manager, Company Secretary in the
financial year:

S. No.	Name	Designation	%age increase in remuneration#
1.	Mr. Alok Sahu	Chief Financial Officer	7%
2.	Mr. Raj Kumar Sachdeva	Manager	7%
3.	Ms. Komal Bathla*	Company Secretary	14%

*Ms. Komal Bathla - Resigned from position w.e.t. closing

hour of 25^th February, 2025

# Calculated on cost to the Company basis.

(c) The percentage increase in the median
remuneration of employees in the financial year:

There was an increase of 12% in the median
remuneration of the employees in the financial year
2024-25.

(d) The number of permanent employees on the rolls
of Company:

The number of permanent employees on the rolls of
the Company and its subsidiaries at the end of the
financial year was 116.

(e) Average percentile increases 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 in the salaries of
employees in the financial year 2024-25 is 8%.

(f) Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration is as per the
remuneration policy of the Company.

The Annual Report is being sent to the members of
the Company and others entitled thereto, excluding
the information under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended. Any
member interested in obtaining the said information
may write to the Company Secretary at the registered
office of the Company.

Particulars of Loans, Guarantees or Investments

The Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 and relevant rules thereunder are given in the notes
to the Financial Statements.

Related Party Transactions

During the financial year 2024-25, all the related party
transactions entered into by the Company were in the
ordinary course of business and at arm''s length basis. The
Company had not entered into any contract / arrangement
/ transaction with related parties which could be considered
material in accordance with the policy of the Company on
materiality of related party transactions. The Company has
employed an external firm of Chartered Accountants to
review and evaluate the basis of such agreements and opine
on their fairness

The Company has formulated a Policy on dealing with
related party transactions which is also available on the
website of the Company at the following web link:

https://hdinfosvstems.in/wp-content/uploads/2Q16/Q9/Related-Partv-transaction policy.pdf

The details of the related party transactions as required
under the Act and the Rules are attached in Form AOC-2 as
Annexure 1.

Internal Control Systems and their adequacy

The Company has put in place controls commensurate with
the size and nature of its operations. These have been
designed to provide reasonable assurance with regards to
recording and providing reliable financial and operational
information, complying with applicable statutes,
safeguarding assets from unauthorized use or losses,
executing transactions with proper authorization and
ensuring compliance with corporate policies.

The Company has an internal audit function designed to
review the adequacy of internal control checks in the system
which, covers all significant areas of the Company''s
operations such as accounting and finance, procurement,
business operations, statutory compliances, IT processes,
safeguarding of assets and their protection against
unauthorized use, among others. The internal audit function
performs concurrent audits on high value transactions. The
internal audit function also performs the internal audit of
the Company''s activities based on the internal audit plan,
using external independent audit agencies, which is
reviewed each year and approved by the Board and Audit
Committee. The Audit Committee reviews the reports
submitted by internal auditors. Suggestions for
improvements are considered and the Audit Committee
follows up on corrective action. Disciplinary action is taken,
wherever required, for non-compliance with corporate
policies and controls.

Adequacy of Internal Financial control with respect to
Financial Statements

The Company has in place adequate internal financial

controls with respect to financial statements. No material
weakness in the design or operation of such controls was
observed during the year.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of the Securities
and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015, The Company
has established a Vigil Mechanism/ Whistle Blower Policy
for Directors and employee to report concerns about
unethical behavior, actual or suspected fraud or violation
of the Company''s code of conduct or ethics policy. No
person has been denied access to the Chairman of the Audit
Committee.

The said Policy is posted on the website of the Company
and can be assessed at

https://www.hclinfosystems.in/wp-content/uploads/2016/09/Whistleblower Policy new.pdf
Risk Management Policy

The Board of the Company has adopted a risk management
policy for reviewing the risk management plan and ensuring
its effectiveness. The audit committee has additional
oversight in financial risks and controls. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis,
including aligning the internal audit functions to areas of
key risks.

The development and implementation of risk management
policy has been covered in the management discussion and
analysis, which forms part of this annual report as a separate
section.

Auditors & Auditors'' Report

As per Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the members of the
Company in its 36^th Annual General Meeting held on 21^st
September 2022 approved the reappointment of M/s BSR
& Associates LLP, Chartered Accountants (FRN - 116231W/
W-100024), as the Statutory Auditors of the Company for
second term of 5 years i.e. from the conclusion of 36^th
Annual General Meeting till the conclusion of 41^st Annual
General Meeting of the Company.

The report given by M/s BSR & Associates LLP, Chartered
Accountants, on the financial statements of the Company
for the financial year 2024-25 is part of the Annual Report.
There was no qualification, reservation or adverse remark
or disclaimer in their Report. During the year under review,
the Auditors did not report any matter under Section 143
(12) of the Act, therefore no detail is required to be disclosed
under Section 134 (3) of the Act.

Secretarial Audit Report

The secretarial audit as per Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

was carried out by M/s. VKC & Associates, Practicing
Company Secretaries for the financial year 2024-25.

The report given by the Secretarial Auditor of the Company
and its material subsidiary HCL Infotech Limited forms an
integral part of this Board''s Report. There was no
qualification, reservation or adverse remark or disclaimer
in their report.

During the year under review, the Secretarial Auditor did
not report any matter under Section 143 (12) of the Act
therefore no detail is required to be disclosed under Section
134 (3) of the Act.

In terms of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel
Rules, 2014, the Accounts & Audit Committee
recommended and the Board of Directors appointed M/s
VKC & Associates, Practicing Company Secretaries as the
Secretarial Auditor of the Company for a period of further
five years from 2025-26 to 2029-30 subject to the approva
of the shareholders in the Annual General Meeting ir
compliance with the amended provisions of Regulation 24A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 vide SEBI Notification
dated December 12, 2024 read with provisions of Section
204 of the Companies Act, 2013 &. Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel
Rules, 2014.

The Company has received their written consent that the
appointment is in accordance with the applicable provisions
of the Act and rules framed thereunder.

Material Unlisted Subsidiary

In terms of the provisions of the SEBI Listing Regulations
your Company has a policy for determining ''Materia
Subsidiary'' and the said policy is available on the Company''s
website at

https://www.hclinfosvstems.in/wp-content/uploads/2019/04/Materail-subsidiarv-policv.pd''

Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards as issued and amended by the
Institute of Company Secretaries of India (ICSI), from time
to time.

Particulars of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, as
required under the Companies (Accounts) Rules, 2014

A) Conservation of energy-

(i) the steps taken or impact on conservation ol
energy; Although the operations of the Company
are not energy-intensive, the management has
been highly conscious of the criticality ol
conservation of energy at all the operational levels
and efforts are being made in this direction on a
continuous basis. Adequate measures have been
taken to reduce energy consumption, whenever
possible, by using energy efficient equipment.

(ii) the steps taken by the company for utilizing
alternate sources of energy; NA

(iii) the capital investment on energy conservation
equipment''s; NA

B) Technology absorption-

(i) the efforts made towards technology absorption-
Nil

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution- Nil

(iii) in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year)- Nil

(a) the details of technology imported- NA

(b) the year of import; - NA

(c) whether the technology been fully absorbed-
NA

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof-
NA and

C) The expenditure incurred on Research and
Development: NIL

D) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows
during the year and the Foreign Exchange outgo during
the year in terms of actual outflow:

Particulars	F.Y. 2024-25
Foreign exchange earnings	-
Foreign exchange outgo	214.08

Consolidated Financial Statement

in accordance with the Companies Act, 2013 (''the Act'') and
Accounting Standard (AS) - 21 on Consolidated Financial
Statements read with AS-23 on Accounting for Investments
n Subsidiaries/Associates/JVs and AS - 27 on Financial
Reporting of Interests in Joint Ventures, the audited
onsolidated financial statement is provided in the Annual
Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review there is no change in the Joint
Ventures and Associate Companies of the Company.

Statement pursuant to Section 129(3) of the Companies
Act, 2013 related to Subsidiaries Companies and Joint
Venture in Form AOC-1 forms part of this annual report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) r/w/ Section
92(3) of the Act, the annual return is posted on the
Company''s website and can be accessed at

ittps://hclinfosystems.in/wp-content/uploads/2025/05/Annual-Return-2024-25.pdf.

Disclosures under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013

The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee has been duly constituted to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. During the financial year 2024-25, no
complaints were received by the Company related to sexual
harassment.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or
unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Central
Government, after the completion of seven years. Further,
according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the shareholders
for seven consecutive years or more have also been
transferred to the demat account created by the IEPF
Authority.

There were no unclaimed and unpaid dividends amount /
the corresponding shares which were due to be transferred
to IEPF/ IEPF suspense account during the financial year
2024-25.

Insider Trading Code

The code of conduct to regulate, monitor and report by
designated persons and immediate relatives is in
compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended (''the PIT Regulations''). The
said Code lays down guidelines for designated persons on
the procedures to be followed and disclosures to be made
in dealing with the securities of the Company and cautions
them on consequences of non-compliances.

The Code of Practices and Procedures of Fair Disclosures
of Unpublished Price Sensitive Information including a
Policy for determination of legitimate purposes is also in
line with the PIT Regulations. Further, the Company has
put in place an adequate and effective system of internal
controls including maintenance of structured digital
database, standard processes to ensure compliance with
the requirements of the PIT Regulations to prevent insider
trading.

General

The board of directors of the Company states that no
disclosure or reporting is required in respect of the following
items as there were no transactions on these items during
the year under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

3. The Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

4. There was no significant or material order passed by
the regulators or courts or tribunals impacting the
going concern status and Company''s operations in
future.

5. Details of the Employees Stock Option Scheme Section
as required under Section 62(1 )(b) of the Act read with
rule 12(9) of Companies (Share Capital and Debentures)
Rules,2014.

6. There is no change in the nature of the business of the
Company.

7. There are no material changes or commitments, if any,
affecting the financial position of the Company.

8. The company is not required to maintain cost records
as per sub section (1) of Section 148 of the Companies
Act, 2013.

9. No application was made or pending against the
Company under Insolvency and Bankruptcy Code, 2016
(IBC).

10. There has been no case of one-time settlement with
Bank or Financial Institution during the year as per rule
Companies (Accounts) Rules, 2014 hence no
requirement to provide the details of difference
between amount of the valuation done at the time of
one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof.

Acknowledgements

The Directors place on record their appreciation for the
continued co-operation extended by all stakeholders
including various departments of the Central and State
Government, Shareholders, Investors, Bankers, Financial
Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and
appreciation for the committed services of the executives
and employees of the Company.

On behalf of the Board of Directors

Raghu Venkat Chivukula Pawan Kumar Danwar

(Director) (Director)

DIN : 00520704 DIN : 06847503

Place : Noida
Date : 23^rd May 2025

---

Mar 31, 2024

Your Board of Directors are pleased to present the Thirty Eighth (38^th) Annual Report on the Business and Operations of the Company, together with the audited Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2024.

Financial Highlights

The summary of the financial performance of the Company for the Financial Year ended March 31, 2024, as compared to the previous year is as below:

''/Lakhs

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Net Sales and other income	6,199.29	5,479.87	1,783.89	1,974.51
Loss before exceptional items: Interest, depreciation and tax	(2,686.69)	(5,007.59)	(1,151.19)	(2,119.86)
Finance charges	37.35	192.70	43.24	152.54
Depreciation and amortization	53.92	58.02	52.81	56.83
Exceptional items	1,196.36	1,383.90	(307.64)	(1,507.87)
Loss before tax	(1,581.60)	(3,874.41)	(1,554.88)	(3,837.10)
Provision for taxation: current	5.76	5.00	-	-
Net Loss after tax	(1,587.36)	(3,879.41)	(1,554.88)	(3,837.10)

a face value of '' 2/- each and (ii) 500,000 (Five Lakhs) Preference Shares having a face value of '' 100 each.

As on March 31, 2024, the issued and subscribed share capital stands at '' 658,421,856 (Indian Rupees Sixty-Five Crores Eighty-Four Lakhs Twenty-One Thousand Eight Hundred and Fifty-Six only) divided into 329,210,928 (Thirty-Two Crores Ninety-Two Lakhs Ten Thousand Nine Hundred and Twenty-Eight) equity shares of face value of '' 2 each.

As on March 31, 2024, paid up equity share capital stands at '' 658,419,856 (Indian Rupees Sixty-Five Crores Eighty-Four Lakhs Nineteen Thousand Eight Hundred and Fifty-Six only) divided into 329,209,928 (Thirty-Two Crores Ninety-Two Lakhs Nine Thousand Nine Hundred and Twenty-Eight) equity shares of face value of '' 2 each.

Transfer to Reserves

In view of losses, no amount is proposed to be transferred to the general reserve of the Company.

Credit Rating

The Company has following credit ratings:

S. No.	Facilities	Amount (? in Lakhs)	Rating
1	Long-term/short term bank facilities	23,500.00	CARE BBB ; Stable/ CARE A2
2	Long-term/short term bank facilities	6,500.00	Provisional CARE AA- (CE); Stable / CARE A1 (CE) #

State of Company''s Affairs/Performance

The consolidated net revenue and other income of the Company for the financial year ended March 31,2024, was '' 6,199.29 lakhs as against '' 5,479.87 lakhs during the previous financial year ended March 31, 2023. The consolidated loss before tax for the financial year ended, March 31, 2024, was '' 1,581.60 lakhs as against loss of '' 3,874.41 lakhs during the previous financial year ended March 31, 2023.

The net revenue and other income on standalone basis for the financial year ended, March 31, 2024, was '' 1,783.89 lakhs as against '' 1,974.51 lakhs during the previous financial year ended March 31, 2023. The loss before tax for the financial year ended, March 31,2024, was '' 1,554.88 lakhs as against loss of '' 3,837.10 lakhs during the previous financial year ended March 31, 2023.

Recommendation of Dividend

Your Board of Directors do not recommend any dividend for the financial year 2023-24.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended March 31, 2024, is provided in the Management Discussion and Analysis, forming part of the Annual Report.

Share Capital

As on March 31, 2024, the authorized share capital of the Company stands at '' 1,756,000,000 (One Hundred Seventy-Five Crores Sixty Lakhs Only) divided into (i) 853, 000, 000 (Eighty-Five Crores and Thirty Lakhs) equity shares having

# Based on the credit enhancement in the form of provisional unconditional and irrevocable corporate guarantee to be provided by HCL Corporation Private

Limited, the promoter company.

Deposits

Your Company has not accepted/renewed any deposits from the public during the year and there were no deposits outstanding either at the beginning or at the end of the year.

Listing

The Equity Shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

Stock Exchange(s) where HCL	Scrip Symbol/
Infosystems Limited shares are listed	Code
National Stock Exchange of
India Limited (NSE)	HCL-INSYS
BSE Limited (BSE)	500179

The Company has paid the listing fee for the year 20242025 to BSE and NSE.

Directors and Key Managerial Personnel (KMP)

Mr. Raghu Venkat Chivukula and Mr. Kirti Kumar Dawar have been appointed as Additional Directors, (Non-Executive & Independent category) not liable to retire by rotation, on the Board of the Company for first term of five consecutive years from 10^th August 2023 till 9^th August 2028. The appointment was also approved by the shareholders of the Company. The Board is of the opinion that the Independent Directors inducted during the year uphold the highest standards of integrity and possess the requisite expertise and experience required to fulfill their duties as Independent Directors.

Mr. Kaushik Dutta and Ms. Sangeeta Talwar, Non- Executive Independent Directors of the Company, retired, after completion of their second term as Independent Directors of the Company w.e.f. closing hours of 31^st March 2024.

Dr. Nikhil Sinha has been re-appointed as a Non- Executive Independent Director of the Company for the second term w.e.f. 1^st April, 2024 to 31^st March, 2029. This has been approved by the shareholders of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pawan Kumar Danwar, retires from office by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume, details of expertise and other directorships/committee memberships held by him, form part of the Notice convening the Thirty Eighth Annual General Meeting.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

Committees of Board

Currently, the Board has 4 (Four) Committees: Accounts and Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Finance Committee. A detailed note on Committees is provided in the Corporate Governance Report and forms part of the Annual Report.

Composition of Accounts and Audit Committee

The composition of the Accounts and Audit Committee is given below:

Name	Category
Mr. Kaushik Dutta (Chairman)*	Independent & Non-executive
Dr. Nikhil Sinha (Member)**	Independent & Non-executive
Ms. Sangeeta Talwar (Member)*	Independent & Non-executive
Ms. Ritu Arora (Member)	Independent & Non-executive

*Mr. Kaushik Dutta and Ms. Sangeeta Talwar, after completion of their second term, retired w.e.f. from closing hour of 31^st March, 2024.

**Dr. Nikhil Sinha was designated as Chairperson of Accounts and Audit Committee w.e.f. 1^st April, 2024.

Mr. Raghu Venkat Chivukula, Mr. Kirti Kumar Dawar and Mr. Pawan Kumar Danwar were appointed as members of the Accounts and Audit Committee w.e.f. 1^st April 2024.

The Board had accepted all the recommendations of the Accounts and Audit Committee during the financial year 2023-24.

Manner & Criteria of formal annual evaluation of Board''s performance and that of its Committees and Individual Directors

Pursuant to the provisions of Section 178 and 134 read with Schedule IV of the Companies Act, 2013 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted a formal annual evaluation of its own performance, the Committees of the Board, and each individual Director.

The Company had appointed an external agency to conduct the evaluation of the Board, Committees and individual Directors including Independent Directors, as per the assessment criteria and norms designed by the Company''s Human Resource Department and approved by the Board''s Nomination and Remuneration Committee. The evaluation reports were reviewed by an Independent HR consultant, who shared the results with the Board Chairman - Dr. Nikhil Sinha.

Independent Directors in their separate meeting held on 13^th February 2024 reviewed the performance of NonIndependent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

Criteria/Policy on Appointment and Remuneration

The Company believes that a diverse Board will be able to leverage different skills, qualifications, and professional experiences which is necessary for achieving sustainable and balanced development. In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D of Schedule II of the Listing Regulations, the Company has adopted the policy on Nomination and Remuneration of Directors (Executive, Non-Executive and Independent), Key Managerial Personnel (KMPs), Senior Management and other Employees of your Company. The policy specifies the criteria for appointment of Directors and Senior Management and their remuneration and for determining qualifications, positive attributes and independence of a director.

The policy is available on the website of the Company and can be assessed at

https://www.hdinfosvstems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration policy.pdf

Board Meetings

During the financial year 2023-24, 4 (Four) Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The details of Board Meetings held are stated in the Corporate Governance Report which forms part of the Annual Report.

Corporate Social Responsibility (CSR)

The Company no longer meets any of the criteria required for composition of CSR Committee i.e. net worth criteria, turnover criteria, or net profit criteria, hence, CSR Committee was dissolved during the year.

Corporate Governance

The Company is committed to adhere to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance, and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations, 2015 form part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and based on the representations received from the operating management, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on the financial year ended 31^st March 2024 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

Particulars of Employees and related disclosures

The information required under Section 197 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 the remuneration of each director to the median remuneration of the employees of the Company for the financial year and the key parameters for any variable component of remuneration availed by the directors: NA*

* No remuneration has been paid to any director during the year

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Manager, Company Secretary in the financial year:

S. No.	Name	Designation	Remuneration paid (2023-24)* ('' lakhs)
1.	Mr. Alok Sahu	Chief Financial Officer	109.36
2.	Mr. Raj Kumar Sachdeva	Manager	83.48
3.	Ms. Komal Bathla	Company Secretary	17.52

Note: Increase in remuneration was not comparable due to payment of one-time incentive in 2022-23, hence not stated.

(c) The percentage increase in the median remuneration of employees in the financial year:

There was an increase of 1% in the median remuneration of the employees in the financial year 2023-24.

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on the rolls of the Company and its subsidiaries at the end of the financial year was 147.

(e) Average percentile increases 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 in the salaries of employees in the FY 2023-24 was 8%.

The annual increase in salary of manager is not comparable due to payment of one-time incentive in 2022-23.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

The Annual Report is being sent to the members of the Company and others entitled thereto, excluding the information under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and relevant rules thereunder are given in the notes to the Financial Statements.

Related Party Transactions

During the financial year 2023-2024, all the related party transactions entered into by the Company were in the ordinary course of business and at arm''s length basis. The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Company has employed an external firm of Chartered Accountants to

review and evaluate the basis of such agreements and opine on their fairness.

The Company has formulated a Policy on dealing with related party transactions which is also available on the website of the Company at the following web link:

https://www.hclinfosvstems.in/wp-content/uploads/2016/09/Related-Party-transaction policy.pdf

The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as Annexure 1.

Internal Control Systems and their adequacy

The Company has put in place controls commensurate with the size and nature of its operations. These have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance with corporate policies.

The company has an internal audit function designed to review the adequacy of internal control checks in the system which, covers all significant areas of the Company''s Operations such as Accounting and Finance, Procurement, Business Operations, Statutory compliances, IT Processes, Safeguarding of Assets and their protection against unauthorized use, among others. The internal audit function performs Concurrent Audits on high value transactions. The Internal Audit function also performs the internal audit of the Company''s activities based on the Internal audit plan, using external and independent audit agencies, which is reviewed each year and approved by the Board Audit Committee. The Audit Committee reviews the reports submitted by internal auditors. Suggestions for improvements are considered and the Audit Committee follows up on corrective action. Disciplinary action is taken, wherever required, for non-compliance with corporate policies and controls.

Adequacy of Internal Financial control with respect to Financial Statements

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the year.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. No person has been denied access to the Chairman of the Audit Committee.

The said Policy is posted on the website of the Company and can be assessed at

https://www.hclinfosvstems.in/wp-content/uploads/2016/09/Whistleblower Policy new.pdf Risk Management Policy

The Board of the Company has adopted a risk management policy for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additiona oversight in financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis including aligning the internal audit functions to areas o key risks.

The development and implementation of risk management policy has been covered in the management discussion anc analysis, which forms part of this annual report as a separate section.

Auditors & Auditors'' Report

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 36^th Annual General Meeting held on 21^s September 2022 approved the reappointment of M/s BSR & Associates LLP, Chartered Accountants (FRN - 116231W/ W-100024), as the Statutory Auditors of the Company foi second term of 5 years i.e. from the conclusion of 36" Annual General Meeting till the conclusion of 41^st Annua General Meeting of the Company.

The Report given by M/s BSR & Associates LLP, Chartered Accountants, on the financial statements of the Company for the financial year 2023-24 is part of the Annual Report There was no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

Secretarial Audit Report

The secretarial audit as per Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was carried out by M/s. V K C & Associates, Practicing Company Secretaries for the financial year 2023-24. The Report given by the Secretarial Auditor of the Company and its material subsidiary HCL Infotech Limited forms ar integral part of this Board''s Report. There was nc qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Secretarial Auditors did not report any matter under Section 143 (12) of the Act therefore no detail is required to be disclosed under Section 134 (3) of the Act. In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014, the Accounts & Audit Committee recommended, and the Board of Directors appointed M/s. V K C & Associates, Practicing Company

Secretaries as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Certification from Company Secretary in Practice

A certificate has been received from M/s. V K C & Associates, Practicing Company Secretaries, Company Secretaries in practice that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority.

Material Unlisted Subsidiary

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website at

https://www.hclinfosvstems.in/wp-content/uploads/2019/04/Materail-subsidiarv-policv.pdf

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards as issued and amended by the Institute of Company Secretaries of India (ICSI), from time to time.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under the Companies (Accounts) Rules, 2014.

A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; Although the operations of the Company are not energy-intensive, the management has been highly conscious of the criticality of conservation of energy at all the operational levels and efforts are being made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption, whenever possible, by using energy efficient equipment.

(ii) the steps taken by the company for utilizing alternate sources of energy; NA

(iii) the capital investment on energy conservation equipment''s; NA

B) Technology absorption-

(i) the efforts made towards technology absorption-Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution- Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil

(a) the details of technology imported- NA

(b) the year of import; - NA

(c) whether the technology been fully absorbed-NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof-NA

C) The expenditure incurred on Research and Development: NIL

D) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow:

Particulars	Amount for F.Y. 2023-24
Foreign exchange earnings	-
Foreign exchange outgo	157.88

Consolidated Financial Statement

In accordance with the Companies Act, 2013 (''the Act'') and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review there is no change in the Joint Ventures and Associate Companies of the Company.

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiaries Companies and Joint Venture in Form AOC-1 forms part of this annual report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) r/w/ Section 92(3) of the Act, the Annual Return is put up on the Company''s website and can be accessed at

https://www.hclinfosvstems.in/wp-content/uploads/2024/05/Annual-Return-2023-34-HCLl.pdf

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been duly constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial year 2023-24, no

complaints was received by the Company related to sexual harassment.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more have also been transferred to the demat account created by the IEPF Authority.

There were no unclaimed and unpaid dividends amount / the corresponding shares which were due to be transferred to IEPF/ IEPF suspense account during the FY 2023-24.

Insider Trading Code

The Code of Conduct to Regulate, Monitor and Report by Designated Persons and Immediate Relatives is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations''). The said Code lays down guidelines for Designated Persons on the procedures to be followed and disclosures to be made in dealing with the securities of the Company and cautions them on consequences of non-compliances.

The Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of structured digital database, standard processes to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

General

The Board of Directors of the Company state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. There was no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

5. Details of the Employees Stock Option Scheme Section as required under Section 62(1 )(b) of the Act read with rule 12(9) of Companies (Share capital and debentures) Rules,2014.

6. There is no change in the nature of the business of the Company.

7. There are no material changes or commitments, if any, affecting the financial position of the Company which have occured between the end of financial year of the Company to which the financial statement relate and date of the report.

8. The company is not required to maintain cost records as per sub section (1) of Section 148 of the Companies Act, 2013.

9. No application was made or pending against the Company under Insolvency and Bankruptcy Code, 2016 (IBC).

10. There has been no case of one-time settlement with Bank or Financial Institution during the year as per rule Companies (Accounts) Rules, 2014 hence no requirement to provide the details of difference between amount of the valuation done at the time of

one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation for the committed services of the executives and employees of the Company.

On behalf of the Board of Directors

Raghu Venkat Chivukula Pawan Kumar Danwar (Director) (Director)

Place : Noida Date : 22^nd May 2024

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Mar 31, 2018

Dear Shareholders,

The Board of Directors has pleasure in presenting their Thirty Second (32^nd) Annual Report on the Business and Operations of the Company, together with the Audited Accounts for the financial year ended 31^st March, 2018.

Financial Highlights

The summary of the financial performance of the Company for the Financial Year ended 31^st March, 2018 as compared to the previous year is as below:

(Rs. in Crores)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Continuing operations
Net sales and other income	3,742.03	3,371.19	3,003.02	2,313.42
Profit before exceptional items interest, depreciation and tax	(3.26)	61.58	40.24	52.83
Finance charges	139.47	152.50	112.69	104.60
Depreciation and amortization	27.48	31.08	4.44	4.80
Exceptional items	(31.42)	(11.00)	(553.62)	(320.19)
Loss before tax	(201.63)	(133.00)	(630.50)	(376.76)
Provision for taxation: current	2.44	11.31	-	6.31
Deferred tax expenses / (credit)	3.13	(20.63)	1.07	(20.68)
Net loss after tax	(207.20)	(123.68)	(631.57)	(362.39)
Discontinued operations
Loss before tax	(507.21)	(159.67)
Tax expense / (credit)	99.35	(35.68)
Net loss after tax	(606.56)	(123.99)
Net loss after tax	(813.76)	(247.67)	(631.57)	(362.39)

Performance

The consolidated net revenue (from continuing operations) of the Company for the year ended 31^st March 2018 was Rs. 3,742.03 Crores as against Rs. 3,371.19 Crores during the previous year ended 31^st March, 2017. The consolidated loss before tax (from continuing operations) for the year ended, 31^st March, 2018 was Rs. 201.63 Crores as against a loss of Rs. 133.00 Crores during the previous year ended 31^st March, 2017.

The net revenue on standalone basis for the year ended, 31^st March, 2018 was Rs. 3,003.02 Crores as against Rs. 2,313.42 Crores during the previous year ended 31^st March, 2017. The loss before tax for the year ended, 31^st March, 2018 was Rs. 630.50 Crores as against a loss of Rs. 376.76 Crores during the previous year ended 31^st March, 2017.

Rights Issue

During the financial year under review, the Company had allotted 106,190,299 Equity Shares with a face value of Rs. 2/- each at a premium of Rs. 45/- per Equity Share for an amount aggregating to Rs. 499,09,44,053/- on a rights basis on December 8, 2017. The said fully paid up equity shares were admitted to dealings on the BSE Limited and National Stock Exchange of India Limited with effect from December 14, 2017, pursuant to their trading approvals, vide their respective circulars dated December 13, 2017.

As per Regulation 16 of SEBI ICDR Regulations and Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Monitoring Agency i.e. Axis Bank, has confirmed in its report dated January 30, 2018 that the proceeds of the Rights Issue has been utilized as per the objects stated in the Letter of Offer dated October 31, 2017 and there has been no deviation in the utilization of proceeds from the objects stated in the offer letter of Rights Issue.

Recommendation of Dividend

Your Board of Directors do not recommend any dividend for the financial year 2017-18.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended 31^st March, 2018 is appearing in the Management Discussion and Analysis, forming part of the Annual Report.

There is no change in the authorized share capital of the Company.

Transfer to reserves

No amount is proposed to be transferred to the general reserve of the Company.

Employee Stock Option Plan

Employee Stock Option Scheme 2000 Pursuant to the approval of the Shareholders at an ExtraOrdinary General Meeting held on 25^th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the Scheme 2000), the Board of Directors had approved the grant of 31,90,200 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each.

During the year under review, no shares were allotted under ESOP scheme 2000.

Employee Stock Based Compensation Plan 2005 Pursuant to the approval of Shareholders of the Company through a Postal Ballot, the result whereof was declared on 13^th June, 2005, the Board of Directors had granted 33,35,487 options including the options that had lapsed out of each grant under the Employee Stock Based Compensation Plan 2005 (the Plan 2005). Each option confers on the employee a right for five equity shares of Rs. 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

During the year under review the Company had allotted 1,00,000 Equity Shares of Rs. 2/- each under ESOP Plan 2005. Credit Rating

The credit rating by ICRA continued at ‘A1’, indicating the very strong degree of safety regarding timely payment of financial obligations to the company’s Commercial Paper program of Rs. 300 crores.

The current long term rating assigned by India Rating to the company is ‘A-’, indicating adequate degree of safety regarding timely servicing of financial obligations.

Fixed Deposits

Your Company has not accepted/renewed any deposits from the public during the year and there were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of your Company are listed at The BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

Stock Exchange where HCL Infosystems	Scrip Symbol /
Ltd. shares are listed	Code
National Stock Exchange of India Ltd. (NSE)	HCL-INSYS
BSE Ltd. (BSE)	500179

The Company has paid the listing fee for the year 2018-2019 to BSE and NSE.

Directors and Key Managerial Personnel (KMP)

The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and woman directors in compliance with the provisions of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, Mr. Pradeep Kumar Khosla, Independent Director, had resigned from the Directorship of the Company w.e.f 12^th June, 2017. Further, Mr. Premkumar Seshadri ceased to be Managing Director of the Company w.e.f. close ofbusiness hours of 31^st March, 2018 and Mr. Raghavan Rangarajan was appointed as Managing Director of the Company w.e.f. 1^st April, 2018. The Board places on record their appreciation for the contributions made by them during their tenure with the Company.

Mr. V N Koura, the Non-executive and Non Independent Director liable to retire from office by rotation at the ensuing Annual General Meeting has vide his letter dated 25^th May, 2018 expressed his unwillingness to be reappointed as Director of the Company due to his other professional commitments and hence will not be reappointed at the forthcoming AGM.

The Company has received declarations from all the Independent directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an Independent director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

Committees of Board

Currently, the Board has 6 (Six) Committees: Accounts and Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, Finance Committee and Technology Committee. A detailed note on Committees is provided in the Corporate Governance Report.

Board and Committees Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, a formal annual performance evaluation has been done by the Board of its own performance, the Directors individually as well as the evaluation of its Committees.

The Company had appointed an external agency to assist NRC in drafting the questionnaires for the purpose of evaluation of the Board & the Individual directors and the Board Committees. The structured questionnaires were circulated to all the Directors, requesting them to fill and return the duly filled questionnaires to the Company giving their views for evaluation of the self & the peers.

The feedback of the evaluation was shared by the Board Chairman with each Board members, the entire Board and the Board Committees and a roadmap was framed for taking the corrective actions.

Independent Directors of the Company in their separate meeting held on 29^th March, 2018 reviewed the performance of the non-independent directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

Criteria/Policy on Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a criteria for appointment of Directors, Key Managerial Personnel/Senior Management. The Board has also adopted a remuneration policy for Directors, Key Managerial Personnel/ Senior Management and other employees. The criteria/policy on appointment and remuneration Policy are stated in the Corporate Governance Report.

Board Meetings

During the financial year 2017-18, 13 (Thirteen) Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The details of Board Meetings held are stated in the Corporate Governance Report. Corporate Social Responsibility (CSR)

A report on Corporate Social Responsibility (CSR) is attached as Annexure to this Report.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Board Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company had adopted the ‘Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders’ and the ‘Code of Fair Disclosure’ w.e.f. 15^th May, 2015.

Directors’ Responsibility Statement Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and based on the representations received from the operating management, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by Independent Directors

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Particulars of Employees and related disclosures

The information required under Section 197 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 the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors	Ratio to median remuneration	Remuneration (Rs.)
Dr. Nikhil Sinha*		7,50,000
Mr. V.N. Koura	-	-
Dr. Pradeep Kumar Khosla**		75,000
Ms. Sangeeta Talwar		23,25,000
Mr. Kaushik Dutta		21,75,000
Mr. Dhirendra Singh		22,50,000
Mr. Pawan Kumar Danwar	-	-
Mr. Dilip Kumar Srivastava	-	-
Ms. Ritu Arora		9,75,000

Executive Directors	Ratio to median remuneration	Remuneration
Mr. Premkumar Seshadri***	-	-

Note:

1. No sitting fees is paid to Executive Director and NonIndependent Director, other than Dr. Nikhil Sinha.

2. * Dr. Nikhil Sinha was paid sitting fees for Board/ Committees meetings held on and after 26th July, 2017

3. ** Dr. Pradeep Kumar Khosla resigned from Directorship of the Company w.e.f. 12th June, 2017

4. *** Mr. Premkumar Seshadri resigned from the position of Managing Director of the Company w.e.f the closing hours of 31st March, 2018.

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Mr. Premkumar Seshadri, Executive Vice Chairman & Managing Director was not paid any remuneration by the Company.

No remuneration, other than the sitting fees were paid to Non-Executive and Independent Directors, which continued to be paid @ Rs. 75,000/- per Board / Committee meeting, as was paid during the year 2016-17.

(c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of the employees in the financial year was 4.0%

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on rolls of the Company at the end of the financial year were 2277.

(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 Annual increase was around 4.0%

- Not Applicable for managerial remuneration, as no remuneration is paid by the Company to the Managing Director by the Company

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Annual Report is being sent to the members of the Company excluding the information under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All the related party transactions were in the ordinary course of business and at arm’s length. The Audit Committee has approved all related party transactions under the provisions of Section 188 of the Companies Act, 2013 and other applicable sections of the Companies Act, 2013 read with relevant rules for the financial year 2017-18. The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Policy on dealing with related party transactions is available on the website of the Company. https://www.hclinfosystems. com/investors/

Internal Control Systems

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Policy on Directors’ Appointment and Remuneration

In terms of Section 178(3) of the Companies Act, 2013, upon recommendation of the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other prescribed matters, are governed by such policy. In terms of Section 178(4) of the Act, such policy is attached hereto as Annexure - 1 which forms part of this report. Annual Evaluation of Performance of the Board, its Committees and Individual Directors The evaluation of performance of the Board, its Committees and individual directors for the financial year 2017-18 was carried out in accordance with the policy for evaluation of the performance of the Board of Directors of the Company. The Company had appointed an external agency to conduct the online board evaluation of the Board, Committees and individual Directors including Independent Directors, as per the assessment from designed inhouse by the Company. The report content and quality was reviewed by Independent HR consultant and shared the results with the Board Chairman Dr. Nikhil Sinha. Independent Directors in their separate meeting have reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of chairperson of the Company. The Board was satisfied with the evaluation results.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The said Policy is posted on the website of the Company and can be assessed at https://www.hclinfosystems.com/ investors/

Policy against Sexual Harassment

The organization endeavors to ensure a safe, protected and congenial work environment where employees shall deliver their best without any inhibition, threat or fear. Hence the prevention of sexual harassment at workplace policy has been evolved.

The Company has put in place a ‘Policy on Prevention and Redressal of Sexual Harassment at Workplace under the name of “With You”. As per the policy, any employee may report his/her complaint to the supervisor or HR representative or member of the Committee or to the With You email id “[e-mail]“, in writing as mentioned.

The Ethics Committee [Committee constituted under the prevention of Sexual Harassment at the workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”)] would then investigate and submit its report within 45 working days. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy, during the year.

Risk Management Policy

The Board of the Company has adopted a risk management policy for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Auditors & Auditors’ Report

Statutory Auditors

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 31^st Annual General Meeting held on 14^th September, 2017 approved the appointment of M/s BSR & Associates LLP, Chartered Accountants (FRN - 116231W/W-100024), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company.

The Report given by M/s BSR & Associates LLP, Chartered Accountants on the financial statements of the Company for the financial year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

Secretarial Audit

The Secretarial Audit was carried out by M/s. V K C & Associates, Practicing Company Secretaries for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed and forms an integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act. In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. V K C & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year 2018-19. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure to this Report.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

A list of Subsidiaries/Associates/JVs is given in the Extract of Annual Return attached to this report.

Policy for determining material subsidiaries of the Company is available on the website of the Company at https://www. hclinfosystems.com/investors/ HCL Touch Inc., US, the erstwhile step down wholly owned subsidiary of your Company ceased to be the step down subsidiary on its winding up w.e.f 4^th April, 2018. Also, QDigi Services Limited (formerly known as HCL Computing Products Limited), a wholly owned subsidiary has ceased to be the subsidiary of your Company w.e.f 11^th April, 2018 on its sale to an Independent buyer.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is attached herewith as “Annexure to this Report”.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more have also been transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends along with the corresponding Shares that become due to transfer during the FY 2017-18.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation of the committed services of the executives and employees of the Company.

On behalf of the Board of Directors

Sd/-

Place : Noida Nikhil Sinha

Date : 29^th May, 2018 (Chairman)

---

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting their Thirty First Annual Report, together with the Audited Accounts for the financial year ended 31^st March, 2017.

Financial Highlights

_ (RS, in Crores)

Particulars	Consolidated		Standalone
	2016-17	2015-16 (9 Months)	2016-17	2015-16 (9 Months)
Net Sales and other income	3,883.21	3,792.38	2,312.97	2,572.43
Profit before exceptional items Interest, Depreciation and Tax	(2.19)	5.81	52.83	62.55
Finance Charges	190.29	125.69	104.60	81.49
Depreciation and Amortization	39.19	31.98	4.80	4.12
Exceptional Items	(61.00)	(67.22)	(320.19)	(159.01)
Profit before Tax	(292.67)	(219.08)	(376.76)	(182.07)
Provision for Taxation: Current	11.31	8.89	6.31	8.41
Deferred Tax Expenses / (Credit)	(56.31)	(13.67)	(20.68)	(3.17)
Net Profit after Tax (Before Minority Interest)	(247.67)	(214.30)	(362.39)	(187.31)
Net Profit after Tax (After Minority Interest)	(247.67)	(214.30)	(362.39)	(187.31)

Performance

In pursuance to the requirement of Section 2(41) of the Companies Act, 2013, the Company last year had changed its previous financial year to end on 31^st March, 2016 i.e. from 1^st July, 2015 to 31^st March, 2016 (9 months). Hence, the figures for the current financial year (12 months) are not comparable with the figures of the previous year (9 months).

The consolidated net revenue of the Company for the year ended 31^st March 2017 was Rs, 3,883.21 Crores as against Rs, 3,792.38 Crores during the previous year (9 months) ended 31^st March, 2016. The consolidated loss before tax for the year ended, 31^st March, 2017 was Rs, 292.67 Crores as against Rs, 219.08 Crores during the previous year (9 months) ended 31^st March, 2016. The net revenue on standalone basis for the year ended, 31^st March, 2017 was Rs, 2,312.97 Crores as against Rs, 2,572.43 Crores during the previous year (9 months) ended 31^st March, 2016. The loss before tax for the year ended, 31^st March, 2017 was Rs, 376.76 Crores as against Rs, 182.07 during the previous year (9 months) ended 31^st March, 2016.

Your Board of Directors do not recommend any dividend for the year under review.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended 31^st March, 2017 is appearing in the Management Discussion and Analysis, forming part of the Annual Report. There has been no changes in the nature of business of the Company.

After closure of the financial year, the Board of Directors has given its approval for sale of DigiSchool Business undertaking of HCL Learning Limited, a wholly owned subsidiary, on a going concern basis.

Transfer to reserves

In view of losses, no amount is transferred to the general reserve.

Awards & Recognition

Your Company was felicitated with the CMO Asia Award for Brand Excellence in the ''Telecom Service Category'' for the second consecutive year. Your company was recognized for providing excellent end-to-end support services for various product categories across locations in India.

HCL Services won "Best Use of Lean Six Sigma: Field Services in IT" award at World Quality Congress Conference for significantly improving Customer Experience for a leading multi-national OEM. The lean Six Sigma project undertaken by HCL Services helped augment client relationship and loyalty, leading to increased business & profitability for the OEM. The Customer Experience compliance (CE) improved from 89% in Q4 FY16 to 92% in Q1 FY17, with Enterprise CE achieving a remarkable 100% CE in the same period.

Employee Stock Option Plan

Employee Stock Option Scheme 2000

Pursuant to the approval of the Shareholders at an Extraordinary General Meeting held on 25^th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the Scheme 2000), the Board of Directors had approved the grant of 31,90,200 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of ''2/- each.

During the year under review, no shares were allotted under ESOP scheme 2000.

Employee Stock Based Compensation Plan 2005

Pursuant to the approval of Shareholders of the Company through a Postal Ballot, the result whereof was declared on 13^th June, 2005, the Board of Directors had granted 33,35,487 options including the options that had lapsed out of each grant under the Employee Stock Based Compensation Plan 2005 (the Plan 2005). Each option confers on the employee a right for five equity shares of '' 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

During the year under review, no shares were allotted under ESOP Plan 2005.

Credit Rating

The credit rating by ICRA continued at ''A1'', indicating the very strong degree of safety regarding timely payment of financial obligations to the Company''s Commercial Paper program of Rs, 300 crores.

The current long term rating assigned by India Rating to the Company is ''A-'', indicating adequate degree of safety regarding timely servicing of financial obligations.

Fixed Deposits

Your Company has not accepted/renewed any deposits from the public during the year and there were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of your Company are listed at the BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

Stock Exchange where HCL Infosystems Ltd.'' shares are listed	Scrip Symbol / Code
National Stock Exchange of India Ltd. (NSE)	HCL-INSYS
BSE Ltd. (BSE)	500179

The Company has paid the listing fee for the year 2017-2018 to BSE and NSE.

Directors and Key Managerial Personnel (KMP)

During the period under review, Mr. Sanjeev Sharma, the Independent Director, has resigned from the directorship of the Company w.e.f. 13^th March, 2017. Dr. Pradeep Kumar Khosla, the another Independent Director, resigned from the directorship of the Company after closure of the financial year. The Board places on record its appreciation for the contributions made by the above Directors during their respective tenure as director with the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dilip Kumar Srivastava, retires from office by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume, details of expertise and other directorships/committee memberships held by Mr. Srivastava, form part of the Notice convening the Thirty First Annual General Meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

Committees of Board

Currently, the Board has 6 (Six) Committees: Accounts and Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, Finance Committee and Technology Committee. A detailed note on Committees is provided in the Corporate Governance Report.

Board and Committees Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal annual performance evaluation has been done by the Board of its own performance, the Directors individually as well as the evaluation of its Committees.

The Company had appointed an external agency to assist Nomination & Remuneration Committee (NRC) in drafting the questionnaires for the purpose of evaluation of the Board & the Individual Directors and the Board Committees. The structured questionnaires were circulated to all the Directors, requesting them to fill and return the duly filled questionnaires to the Company giving their views for evaluation of the self & the peers.

The feedback of the evaluation was shared by the Board Chairman with each Board members, the entire Board and the Board Committees and a roadmap was framed for taking the corrective actions on.

Independent Directors of the Company in their separate meeting held on 24^th March, 2017 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

Criteria/Policy on Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a criteria for appointment of Directors, Key Managerial Personnel/Senior Management. The Board has also adopted a remuneration policy for Directors, Key Managerial Personnel/ Senior

Management and other employees. The criteria/policy on appointment and remuneration are stated in the Corporate Governance Report.

Board Meetings

During the financial year 2016-17, 8 (Eight) Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The details of Board Meetings held are stated in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

A report on Corporate Social Responsibility (CSR) is attached as Annexure to this Report. The policy on CSR had been revised by the Board in its meeting held on 24^th March, 2017 which can be accessed on the website of the Company.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Directors'' Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company had adopted the ''Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading By Insiders'' and the ''Code of Fair Disclosure'' w.e.f. 15^th May, 2015.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and based on the representations received from the operating management, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees and related disclosures

The information required under Section 197 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 the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors	Ratio to median remuneration	Remuneration (?)
Dr. Nikhil Sinha	-	-
Mr. V.N. Koura	-	-
Dr. Pradeep Kumar Khosla	0.95	2,25,000
Ms. Sangeeta Talwar	8.26	19,50,000
Mr. Kaushik Dutta	6.35	15,00,000
Mr. Dhirendra Singh	7.63	18,00,000
Mr. Pawan Kumar Danwar	-	-
Mr. Dilip Kumar Srivastava	-	-
Mr. Sanjeev Sharma*	1.59	3,75,000
Ms. Ritu Arora**	0.95	2,25,000
Executive Directors	Ratio to median remuneration	Remuneration
Mr. Premkumar Seshadri	-	-

Note:

1. No sitting fees is paid to Executive Director and Non Independent Director.

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Mr. Premkumar Seshadri, Executive Vice Chairman & Managing Director is not paid any remuneration by the Company.

No remuneration, other than the sitting fees was paid to Non-Executive and Independent Directors, which continued to be paid @ ? 75,000/- per Board/ Board Committee meeting, as was paid during the year 2015-16.

*Mr. Sanjeev Sharma resigned from Directorship of the Company w.e.f. 13^th March, 2017.

**Ms. Ritu Arora started getting the sitting fees for the Board/ Committee meeting held on and after 31^st January, 2017.

The percentage increase in the remuneration of the Chief Financial Officer and Company Secretary were

30.13 % and 16.90 % respectively.

(c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of the employees in the financial year was 4.1%.

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on rolls of the Company at the end of the financial year were 3413.

(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 Annual increase was around 4.1%

- Not Applicable for managerial remuneration, as no remuneration is paid by the Company to the Managing Director by the Company

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Annual Report is being sent to the members of the Company excluding the information under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All the related party transactions were in the ordinary course of business and at arm''s length. The Audit Committee has approved all related party transactions under the provisions of Section 188 and other applicable sections of the Companies Act, 2013 read with relevant rules for the financial year 2016-17. The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Policy on dealing with related party transactions is available on the website of the Company. https://www.hclinfosystems. com/investors/

Internal Control Systems

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The said Policy is posted on the website of the Company and can be accessed at https://www.hclinfosystems.com/ investors/

Policy against Sexual Harassment

The organization endeavors to ensure a safe, protected and congenial work environment where employees shall deliver their best without any inhibition, threat or fear. Hence, the prevention of sexual harassment at workplace policy has been evolved.

The Company has put in place a ''Policy on Prevention and Redressal of Sexual Harassment at Workplace'' under the name of "With You". As per the policy, any employee may report his/her complaint to the supervisor or HR representative or member of the Committee or to the With You email-id "[e-mail]", in writing as mentioned.

The Committee would then investigate and submit its report within 45 working days. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy, during the year.

Risk Management Policy

The Board of the Company has adopted a risk management policy for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Auditors & Auditors'' Report

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, an audit firm can act as auditors for a maximum tenure of two terms of 5 consecutive years. For the purpose of reckoning this limit, existing tenure of the auditors needs to be counted. However, companies have been given a transition period of 3 years from April 1, 2014 to comply with this provision. M/s Price Waterhouse, Chartered Accountants, existing auditor''s firm has completed two terms of five consecutive years with the Company.

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of forthcoming Thirty First (31^st) Annual General Meeting. It is proposed to appoint M/s BSR & Associates LLP, Chartered Accountants (FRN - 116231W/W-100024) as statutory auditors of the Company from the conclusion of forthcoming Thirty First (31^st) Annual General Meeting till the conclusion of Thirty Sixth (36^th) AGM to be held in the year 2022. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment. It is also proposed to authorize the Board of Directors to fix their remuneration.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the requirements of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s VKC & Associates, Practicing Company Secretaries Registration no. P2017UP060600 as the Secretarial Auditor for the year ended on 31^st March, 2017. The Secretarial Audit report issued by VKC & Associates, Practicing Company Secretaries is attached separately to this report. The report does not contain any qualification, reservation or adverse remark.

Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure to this Report.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

A list of Subsidiaries/Associates/JVs is given in the Extract of Annual Return attached to this report.

Policy for determining material subsidiaries of the Company is available on the website of the Company at https://www. hclinfosystems.com/investors/

On sale of the entire stake held by the Company in Nokia HCL Mobile Internet Services Limited, the JV with Nokia, stands cancelled during the year.

HCL Info systems South Africa Pty Limited, a step down wholly owned subsidiary of your Company has been deregistered during the year.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is attached herewith as "Annexure to this Report".

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation of the committed services of the executives and employees of the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Premkumar Seshadri Dhirendra Singh

(Executive Vice Chairman & (Director) Managing Director)

Place: Noida

Date: 30^th May, 2017

---

Jun 30, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report together with the Audited Accounts for the financial year ended 30th June, 2015.

Financial Highlights

(Rs. in Crores)

Particulars Consolidated

2014-15 2013-14

Net Sales and other income 6,284.40 7,955.32

Profit before exceptional items Interest, Depreciation and Tax (7.85) 8.35

Finance Charges 142.78 156.04

Depreciation and Amortization 51.90 52.50

Exceptional Items 28.94 14.37

Profit before Tax (173.59) (185.81)

Provision for Taxation: Current 5.50 3.18

Deferred Tax Expenses / (Credit) 5.62 25.52

Net Profit after Tax (Before Minority Interest) (184.71) (214.51)

Net Profit after Tax (After Minority Interest) (184.71) (214.51)

Profit available for appropriation 263.23 447.94

Appropriations

Debenture Redemption Reserve - -

Interim Dividend - -

Proposed Dividend - -

Tax on Dividend (including Interim Dividend) - -

Transfer to General Reserve - -

Balance of Profit carried forward to next year 263.23 447.94

Standalone Particulars 2014-15 2013-14

4,456.73 5,797.01 Net Sales and other income

Profit before exceptional items 176.74 85.06 Interest, Depreciation and Tax 96.74 74.95 Finance Charges 6.87 8.44 Depreciation and Amortization (139.34) (178.75) Exceptional Items (66.21) (177.08) Profit before Tax 4.68 1.03 Provision for Taxation: Current - 13.58 Deferred Tax Expenses / (Credit)

Net Profit after Tax (Before (70.89) (191.69) Minority Interest)

Net Profit after Tax (After - - Minority Interest) 456.61 527.50 Profit available for appropriation

Appropriations - - Debenture Redemption Reserve - - Interim Dividend - - Proposed Dividend

Tax on Dividend (including - - Interim Dividend) - - Transfer to General Reserve

Balance of Profit carried 456.61 527.50 forward to next year

Performance

The consolidated net revenue of the Company was Rs. 6,284.40 Crores as against Rs. 7,955.32 Crores in the previous year. The consolidated loss before tax was Rs. 173.59 Crores as against Rs. 185.81 Crores in the previous year. The net revenue on standalone basis was Rs. 4,456.73 Crores as against Rs. 5,797.01 Crores in the previous year. The consolidated loss before tax was Rs. 66.21 Crores as against Rs. 177.08 Crores in the previous year.

Your Board of Directors do not recommend any dividend for the year under review.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended 30th June, 2015, is appearing in the Management Discussion and Analysis, forming part of the Annual Report.

There is no change in the authorized share capital of the Company.

Awards & Recognition

Your Company won the Banking & Financial Services Award for its contribution in the field of Financial Inclusion at the Elets-BFSI Leadership Summit and Awards, 2015.

HCL Services Limited, a subsidiary of your Company bagged following awards this year:

* The "IT Service Provider of the Year" award at the 2015 Frost & Sullivan India ICT Awards. This prestigious award recognizes the relentless efforts of HCL Services in delivering exceptional business performance in the year 2014.

* The Consumer Services business division of HCL Services won the Best Retailer of the Year Award in the field of Mobile & Telecom Services at the Asia Retail Congress (ARC), 2015.

* The DQ LIVE Business Technology Award 2015 for 'Excellence in the Implementation' and 'Use of Technology for Business Benefits in the Enterprise Applications and Cloud' category.

HCL Infotech Limited, another subsidiary of your Company bagged two Skoch Order-of-Merit Awards in the 'Solution Development' and 'Access to Banking & Financial Services' categories for enabling nationalized and regional rural banks to offer financial services at an affordable cost to the unbanked and under-banked population through its technology infrastructure and service solutions.

Employee Stock Option Plan

Employee Stock Option Scheme 2000

Pursuant to the approval of the Shareholders at an Extra- Ordinary General Meeting held on 25th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the Scheme 2000), the Board of Directors had approved the grant of 31,90,200 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each.

During the year under review, the Company had allotted 10.000 equity shares of Rs. 2/- each under the Scheme 2000. Employee Stock Based Compensation Plan 2005

Pursuant to the approval of Shareholders of the Company through a Postal Ballot, the result whereof was declared on 13th June, 2005, the Board of Directors had granted 33,35,487 options including the options that had lapsed out of each grant under the Employee Stock Based Compensation Plan 2005 (the Plan 2005). Each option confers on the employee a right for five equity shares of Rs. 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

During the year under review, the Company had allotted 15.000 equity shares of Rs. 2/- each under the Plan 2005.

Fixed Deposits

The Company has not accepted/renewed any deposits from the public during the year and there were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of the Company are listed at The BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

The Company has paid the listing fee for the year 2015-2016 to BSE and NSE.

Directors and Key Managerial Personnel

Mr. Harshavardhan Madhav Chitale stepped down as Managing Director & CEO and the Director of the Company w.e.f. close of the business hours on 31st December, 2014. Mr. Ajay Vohra ceased to be director of the Company w.e.f. 1st April, 2015 under the provisions of section 167 (1)(b) of Companies Act, 2013. The Board places on record its appreciation for the contributions made by them during their tenure with the Company. Mr. Premkumar Seshadri, the Director, was designated as Executive Vice Chairman effective from 10th September, 2014. He was also appointed as 'Managing Director' of the Company for a period of 3 (three) years w.e.f. 1st January, 2015.

Ms. Ritu Arora was appointed as an additional director of the Company w.e.f. 6th April, 2015 and designated as Independent Director and holds office up to the date of the ensuring Annual General Meeting of the Company.

The Company has received declarations from all the Independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013,

Ms. Ritu Arora, on approval of her appointment as Director in the forthcoming AGM, shall hold office up to a term of five consecutive years on the Board of the Company upto 5th April, 2020 and shall not be liable to retire by rotation.

On induction of Independent Director on the Board of the Company, a familiarization program is conducted to familiarize him/her with the Company, its businesses, financial performance, budget and control processes etc. Company's Managing Director, CFO and Business Heads attend the meeting and necessary documents/brochures, reports and internal policies are provided to enable him/her to familiarize with the Company's policies. The details of such familiarization program are posted on the website of the Company and can be accessed at http://www.hclinfosystems.in/sites/default/files.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Nikhil Sinha, retires from office by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume, details of expertise and other directorships/committee memberships held by the above Directors, form part of the Notice convening the Twenty Ninth Annual General Meeting.

Mr. Sandeep Kanwar stepped down from the position of Chief Financial Officer (CFO) of the Company w.e.f. 1st April, 2015 and Mr. S. G. Murali was appointed to act as Group Chief Financial Officer (CFO) of the Company w.e.f. 1st April, 2015.

Committees of Board

Currently, the Board has 6 (Six) Committees: Accounts and Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, Finance Committee and Technology Committee. A detailed note on Committees is provided in the Corporate Governance Report.

Board and Committees Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination & Remuneration Committee ("NRC") reviewed the role, functions, duties and performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Criteria/Policy on Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a criteria for appointment of Directors, Key Managerial Personnel/Senior Management. The Board has also adopted a remuneration policy for Directors, Key Managerial Personnel/ Senior Management and other employees. The criteria/policy on appointment and remuneration Policy are stated in the Corporate Governance Report.

Board Meetings

During the financial year 2014-15, Nine Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The details of Board Meetings held are stated in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

A report on Corporate Social Responsibility (CSR) is attached as Annexure to this Report. The policy is available on the website of the Company.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Directors' Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, the 'Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading By Insiders' and the 'Code of Fair Disclosure' were adopted w.e.f. 15th May, 2015. These codes replaced the earlier codes which were adopted under the SEBI (Prohibition of Inside Trading) Regulation 1992.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and based on the representations received from the operating management, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees and related disclosures

The information required under Section 197 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 the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors Ratio to Remuneration median (Rs.) remuneration

Dr. Nikhil Sinha - -

Mr. V.N. Koura 0.38 75,000

Dr. Pradeep Kumar Khosla 1.53 3,00,000

Ms. Sangeeta Talwar 8.81 17,25,000

Mr. Kaushik Dutta 9.96 19,50,000

Mr. Dhirendra Singh 10.73 21,00,000

Mr. Pawan Kumar Danwar - -

Mr. Dilip Kumar Srivastava - -

Mr. Sanjeev Sharma 2.30 4,50,000

Ms. Ritu Arora - -

Executive Directors Ratio to Remuneration median (Rs.) remuneration

*Mr. Harshavardhan 117.00 2,29,07,126 Madhav Chitale

Mr. Premkumar Seshadri - - ( Managing Director w.e.f 1st January, 2015)

*Mr. Harshavardhan Madhav Chitale ceased to be Managing Director & CEO w.e.f. close of the business hours on 31st December, 2014. The ratio of his remuneration to the median remuneration has been worked out based on his remuneration received till 31st December, 2014 annualized for the full year.

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive % increase in Officer, Chief Financial Officer remuneration in and Company Secretary the financial year

Dr. Nikhil Sinha -100

Mr. Harshavardhan Madhav Nil Chitale

Mr. Premkumar Seshadri -

Mr. V.N. Koura 25

Dr. Pradeep Kumar Khosla -7.7

*Ms. Sangeeta Talwar -

*Mr. Kaushik Dutta -

Mr. Dhirendra Singh 127

Mr. Pawan Kumar Danwar -

Mr. Dilip Kumar Srivastava -

*Mr. Sanjeev Sharma (w.e.f. 3rd - October, 2014)

**Ms. Ritu Arora (w.e.f. 6th April, - 2015)

*Mr. Sandeep Kanwar (Up to - 1 stApril, 2015)

*Mr. S. G. Murali (w.e.f. 1st April, - 2015)

Mr. Sushil Kumar Jain 4.9

Note: Sitting fee was increased from Rs. 20,000 per Board/ Board Committee meeting to Rs. 75,000 per Board/ Board Committee meeting w.e.f. 1st April, 2014 and paid to non executive and independent directors only.

*Since the details are only for a part of the year, the same are not comparable.

**No sitting fee was paid to Ms. Ritu Arora during the year under review.

(c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of the employees in the financial year was 5%.

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on rolls of the Company at the end of the financial year were 5257.

(e) The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 6% in India. The individual increments varied from 3% to 12%, based on individual performance.

Employees outside India received wage increase varying from 3% to 4%. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key 3.31 managerial personnel (KMP) in FY15 (Rs. crores)

Revenue (Rs. crores) 4,456.73

Remuneration of KMPs (as % of 0.074 revenue)

Profit before Tax (PBT) (Rs. crores) (66.21)

Remuneration of KMP (as % of PBT) NA (in view of losses)

(g) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Market Capitalisation (in crores)

% Change

30th June, 30th June, 2015 2014

NSE 757.88 1,676.24 (54.8%)

BSE 758.99 1,674.01 (54.7%)

Price NA, as the Company incurred losses Earnings during the year ended 30th June, 2015 Ratio

(h) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

NA, The Company has not made any public offer

(i) 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 annual increase was around 6%.

Increase in the managerial remuneration for the year was 3.27%.

(j) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

Mr. Harshavardhan Mr. Premkumar Madhav Chitale (till Seshadri 31.12.2014)

Remuneration in FY15 1.15 - (Rs. crores)

Revenue (Rs. crores)

Remuneration as % of 0.026 - revenue

Profit before Tax (PBT) (Rs. crores)

Mr. Sandeep Mr. S.G. Murali Mr. Sushil Kanwar (till (w.e.f 1st April, Kumar Jain 31.03.2015) 2015)

Remuneration in FY15 1.24 0.47 0.45 (Rs. crores)

Revenue (Rs. crores) 4456.73

Remuneration as % of 0.028 0.01 0.01 revenue

Profit before Tax (PBT) (66.21) (Rs. crores)

Remuneration NA, as the Company incurred losses during (as % of PBT) the year ended 30th June, 2015

(k) The key parameters for any variable component of remuneration availed by the Directors:

The Company has not paid any Commission to its Non-Executive Directors during the year under review.

(l) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year:

None

(j) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Annual Report is being sent to the members of the Company excluding the information under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length under the provisions of Section 188 and other applicable sections of the Companies Act, 2013 read with the relevant Rules. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Mr. Premkumar Seshadri, Executive Vice Chairman also appointed as Managing Director of the Company for a period of 3 (three) years w.e.f 1st January, 2015. M/s HCL Corporation Private Limited, the Promoter Company pays the remuneration to Mr. Seshadri as per the agreement.

Policy on dealing with related party transactions is available on the website of the Company.http://www.hclinfosystems.in/ sites/default/files/Policy on Related party transactions.pdf

Internal Control Systems

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said Policy is posted on the website of the Company and can be assessed at http://www.hclinfosystems.in/ sites/default/files/Whistleblower Policy 0.pdf

Auditors & Auditors' Report

Statutory Auditors

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of forthcoming Annual General Meeting. It is proposed to re-appoint M/s Price Waterhouse, Chartered Accountants as statutory auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of thirtieth (30th) AGM to be held in the year 2016. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment. It is also proposed to authorize the Board of Directors to fix their remuneration.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the requirements of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Navneet K. Arora & Co., Practicing Company Secretaries (CoP 3005) as the Secretarial Auditor for the year ended on 30th June, 2015. The Secretarial Audit report issued by M/s Navneet K. Arora & Co., Practicing Company Secretaries is attached separately to this report. The report does not contain any qualification, reservation or adverse remark. Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure to this Report.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

The Company divested its entire investment in the equity shares of RMA Software Park Private Limited on 24th September, 2014.

A list of Subsidiaries/Associates/JVs is given in the Extract of Annual Return attached to this report.

Policy for determining material subsidiaries of the Company is available on the website of the Company at http://www. hclinfosystems.in/sites/default/files/Policy on Subsidiaries.pdf

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is attached herewith as "Annexure to this Report". Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation of the committed services of the executives and employees of the Company.

On behalf of the Board of Directors

Sd/-

Place : Noida Nikhil Sinha Date : August 20, 2015 (Chairman)

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Jun 30, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report together with the Audited Accounts for the financial year ended 30th June, 2014.

Financial Highlights

(Rs. in Crores)

Particulars Consolidated Standalone

2013-14 2012-13 2013-141 2012-13

Net Sales and other income 7,955.32 9,360.30 5,797.01 8,752.95

Profit before exceptional items, Interest, Depreciation and Tax 8.35 59.02 85.06 52.71

Finance Charges 156.04 137.08 74.95 134.98

Depreciation and Amortisation 52.50 51.89 8.44 48.98

Exceptional Items 14.37 4.38 (178.75) 4.38

Profit before Tax (185.82) (125.57) (177.08) (126.87)

Provision for Taxation: Current 3.18 0.12 1.03 -

Deferred 25.52 (45.71) 13.58 (45.54)

Net Profit after Tax (Before Minority Interest) (214.52) (79.98) (191.69 (81.33)

Net Profit after Tax (214.52) (79.98) (191.69) (81.33)

Profit available for appropriation 447.94 666.39 527.50 679.42

Appropriations

Debenture Redemption Reserve - - - -

Interim Dividend - - - -

Proposed Dividend - - - -

Tax on Dividend (including Interim Dividend) - - - -

Transfer to General Reserve - - - - Balance of Profit carried forward to next year 447.94 666.39 527.50 679.42

Performance

The consolidated net revenue of the Company was Rs. 7,955.32 Crores as against Rs. 9,360.30 Crores in the previous year. The consolidated profit/(loss) before tax was Rs. (185.82) Crores as against Rs. (125.57) Crores in the previous year. However, the Company''s profit before exceptional items, interest, Depreciation and tax in FY14 stood at Rs. 8.35 Crores.

As part of restructuring, due to inverted duty structure and lack of economies of scale against global competitors in the Computing Products business, we took the decision to restructure that business. As a result of which in FY14 we took provisions, write-offs and impairment of Rs. 13.5 Crores for Computing Products business. We might have some additional impairment charges in the first half of FY15 as we complete the restructuring of Computing Products business. Our Enterprise Solutions business has high exposure to foreign exchange fluctuation, as a result of which we are transforming this business to a new Project services centric asset light business model which will reduce our exposure to forex fluctuations. In FY14, as we are in the process of transforming this business, our Enterprise Solutions business had a loss of Rs. 45.4 Crores due to exchange fluctuations, provisions, write-offs and impairment.

The total loss (profit before interest & tax) for Computing Products and Enterprise Solutions in FY14 are Rs. 161.2 Crores and Rs. 21.0 Crores respectively.

Your Board of Directors do not recommend any dividend for the year under review.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended 30th June, 2014, is appearing in the Management Discussion and Analysis, forming part of the Annual Report.

Scheme of Arrangement

During the year under review, a composite Scheme of Arrangement (the Scheme) under the provisions of Section 391 and 394 of the Companies Act, 1956 between HCL Infosystems Limited (the Company), HCL Infotech Limited (formerly known as HCL System Integration Limited), HCL Services Limited (formerly known as HCL Care Limited), HCL Learning Limited and HCL Infocom Limited and their respective shareholders and creditors was approved by Hon''ble Delhi High Court vide its order dated 18th September, 2013. The Scheme became effective from 151 November, 2013 on filing a certified copy of the High Court order with the office of the Registrar of the Companies, NCT of Delhi & Haryana, with effect from 1st January, 2013, as the Appointed Date.

On Scheme becoming effective, the Hardware Solutions Business, the Services Business and the Learning Business of the Company stand transferred and vested into separate wholly owned subsidiaries namely HCL Infotech Limited, HCL Services Limited and HCL Learning Limited, respectively. Further, HCL Infocom Limited, a wholly owned subsidiary of the Company stands dissolved without winding up, pursuant to the Scheme.

Accordingly, the results of the Company on standalone basis (in Parent Company) for the year ended 30th June, 2014 do not include the results of the Hardware Solutions Business, the Services business and the Learning Business and hence are not comparable with those of the previous year. Please also refer to note 57 on the Scheme of Arrangement given in Notes to Accounts in this report.

Changes in Capital Structure

During the year under review, the authorised share capital of the Company was increased to Rs. 115,50,00,000/- comprising of 55,25,00,000 equity shares of face value of Rs. 2/- each and 5,00,000 preference shares of face value of Rs. 100/- each. The aforesaid increase was due to merger of HCL Infocom Limited into the Company, pursuant to the Scheme of Arrangement.

During the year under review, no equity shares were allotted under the Employee Stock Option Scheme 2000 and the Employee Stock Based Compensation Plan 2005.

Awards & Recognition

* Bagged eINDIA Public Sector Enterprise Award 2013 for the project eProcurement by Indian Railways. Your

Company was honoured for automating the tendering process of Indian Railways which introduced an instant material procurement process as opposed to the earlier procurement cycle time of 23 days.

* Our Financial Inclusion Project of Bank of Baroda was awarded PC Quest IT Implementations of the Year 2013 under the category Project with Maximum Social Impact. The project aims at providing easy access to affordable financial services to those who are deprived thereby bringing the unbanked and under banked village into the formal financial stream.

* Our eNBA (National Board of Accreditation) project was awarded PC Quest Best IT Implementations of the Year 2013 under the category Best Education Project (Silver). The project has brought complete transparency and reduced the accreditation process time from 1.5 years to 4 months for higher educational institutions seeking accreditation.

* Bagged the prestigious Golden Peacock Eco Innovation Award 2013 for eNBA (National Board of Accreditation) project at the 15th World Congress on Environment Management. Your Company was honoured for providing, IT Solutions to NBA which resulted in eco innovation, cost saving and transparency in the accreditation process.

EMPLOYEE STOCK OPTION PLAN Employee Stock Option Scheme 2000

Pursuant to the approval of the Shareholders at an Extra Ordinary General Meeting held on 25th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the ESOP 2000), the Board of Directors have so far approved the grant of 30,18,000 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each.

Employee Stock Based Compensation Plan 2005 The Shareholders of the Company have approved the Employee Stock Based Compensation Plan 2005 through a Postal Ballot for grant of 33,35,487 options to the employees of the Company and its subsidiaries. The Board of Directors have so far granted 31,96,840 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

Fixed Deposits

The Company has not accepted/renewed any deposits from the public during the year and there were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of the Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

The Company has paid the listing fee for the year 2014-2015 to BSE and NSE.

Directors

After long association with the Company, Ms. Anita Ramachandran resigned from the position of Director of the Company w.e.f. 8th July, 2013 and Mr. J. V. Ramamurthy, Mr. D.S. Puri and Mr. E.A. Kshirsagar resigned from the position of Director of the Company w.e.f. 21st March, 2014. The Board places on record its appreciation for the contributions made by them during their tenure with the Company.

The Following Directors were inducted as additional directors on the board of the Company:

(a) Ms. Sangeeta Talwar w.e.f. 11th February , 2014

(b) Mr. Kaushik Dutta w.e.f. 11th February, 2014

(c) Mr. Premkumar Seshadri w.e.f. 21st March, 2014

(d) Mr. Dilip Kumar Srivastava w.e.f. 21st March, 2014

(e) Mr. Pawan Kumar Danwar w.e.f. 21st March, 2014

Ms. Sangeeta Talwar and Mr. Kaushik Dutta are designated as Independent Directors.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Additional Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an Independent director shall hold office upto a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

The Company has received declarations from all the Independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. V. N. Koura, Director, retires from office by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume, details of expertise and other directorships/committee memberships held by the above Directors, form part of the Notice convening the Twenty Eighth Annual General Meeting.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Directors'' Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the ''Code of Conduct for prevention of Insider Trading'' and the ''Code of corporate disclosures practices for prevention of Insider Trading'' are in force.

Cost Auditor

The Cost Audit Report of the Company for the financial year 2012-13, issued by M/s S. Mahadevan & Co., Cost Accountants, was filed with the Ministry of Corporate Affairs on 28th November, 2013.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2014 and of the profit of the Company for the said period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Auditors & Auditors'' Report

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. M/s Price Waterhouse, Chartered Accountants has, under Section 141 of the Companies Act, 2013 furnished a certificate of its eligibility for re-appointment.

Personnel

Industrial Relations during the year under review continued to be peaceful and cordial. No man-days were lost due to industrial disputes. Your company continues to invest in enhancing skills and competencies of employees with a focus on Role Based Trainings. Your company promotes internal career opportunities to enable career choice & growth opportunities for employees. We pride ourselves on this culture where people are empowered to Learn, Grow & Own. The culture of reward and recognition is aided by our online recognition platform"applause", with employees receiving on the spot appreciations and applause for going the extra mile. The information as required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been set out in the annexure to the Directors'' report. However, in terms of the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report is being sent to the members of the Company excluding the said information. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub section (1)(e) of Section 217 of the Companies Act, 1956, read with the Company (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report.

Particulars of subsidiaries The following developments took place in respect of the subsidiaries of the Company:

The name of HCL System Integration Limited was changed to HCL Infotech Limited effective from 28th October, 2013 and the name of HCL Care Limited was changed to HCL Services Limited effective from 31st October, 2013.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs (MCA), Government of India, vide General Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, profit & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company''s accounts.

In terms of the above exemption, the accounts of the following subsidiaries have not been enclosed with the results:

- Digilife Distribution and Marketing Services Limited (formerly known as HCL Security Limited);

- RMA Software Park Private Limited;

- Pimpri Chinchwad eServices Limited;

- HCL Computing Products Limited

- HCL Infotech Limited (formerly known as HCL System Integration Limited)

- HCL Learning Limited

- HCL Services Limited (formerly known as HCL Care Limited)

- HCL Insys Pte Limited, Singapore;

- HCL Investments Pte Limited, Singapore;

- HCL Infosystems MEA FZE, Dubai;

- HCL Infosystems LLC, Dubai;

- HCL Infosystems MEA LLC Abu Dhabi;

- HCL Infosystems Qatar WLL, Qatar;

- HCL Infosystems South Africa Pty Limited, South Africa; and

- HCL Touch Inc., US

However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection on all working days at the registered office of the Company and the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition from any shareholder. A summary of financials of the subsidiaries has been included in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also place on record its gratitude and appreciation of the committed services of the executives and employees of the Company.

On behalf of the Board of Directors

Sd/- Nikhil Sinha (Chairman)

Place : Noida, U.P. Date : 28th August, 2014

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Jun 30, 2011

To the Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts for the financial year ended 30th June, 2011.

Financial Highlights

(? in Crores)

Particulars Consolidated Parent Company

2010-11 2009-10 2010-11 2009-10

Net Sales and other income 11520.83 12114.44 11024.14 12011.91

Profit before Interest, Depreciation and Tax 347.18 411.18 344.27 427.82

Finance Charges 79.38 39.21 73.97 37.44

Depreciation and Amortisation 38.36 25.51 33.20 21.73

Profit before Tax 229.44 346.46 237.10 368.65

Provision for Taxation: Current66.19 111.95 65.94 111.96

For earlier years 1.79 - 1.79 -

Deferred (7.87) (7.87) (7.86) (4.86)

Net Profit after Tax (Before Minority interest) 169.33 242.38 177.23 261.55

Minority interest 1.14 - - -

Net Profit after Tax (After Minority interest) 168.19 242.38 177.23 261.55

Profit available for appropriation 971.95 1033.33 1010.55 1062.89 Appropriations

Debenture Redemption Reserve 4.00 4.00 4.00 4.00

Interim Dividend 131.72 127.08 131.72 127.08

Proposed Dividend 44.58 43.65 44.58 43.65

Tax on Dividend (including Interim Dividend) 29.11 28.68 29.11 28.68

Transfer to General Reserve 17.72 26.16 17.72 26.16

Balance of Profit carried forward to next year 744.82 803.76 783.42 833.32

Performance

The consolidated net revenue of the Company was Rs. 11520.83 Crores as against Rs. 12114.44 Crores in the previous year. The consolidated profit before tax was Rs. 229.44 Crores as against Rs. 346.46 Crores in the previous year.

Your Directors are pleased to recommend final Dividend of Rs. 2 per share (100%) on the fully paid-up equity shares of Rs. 2/- each for the financial year ended on 30th June, 2011. During the first nine months, three interim (quarterly) dividends aggregating to Rs. 6 per share (300%) were declared, taking the total dividend for the year 2010-11 to Rs. 8 per share of Rs. 2/- (400%).

Operations

A review of operations of the businesses of your Company for the year ended 30th June, 2011 is provided in the Management Discussion and Analysis Report forming part of the Annual Report.

Acquisitions

HCL Infosystems MEA FZCO, Dubai (Formerly known as NTS FZCO)

The Company on 4th July, 2010 acquired a majority equity stake (60%) in HCL Infosystems MEA FZCO (formerly known as NTS FZCO), a Dubai based IT Infrastructure solutions provider.

Techmart Telecom Distribution FZCO, Dubai

The Company on 3rd February, 2011 acquired 20% equity stake in Techmart Telecom Distribution FZCO (Techmart), a Dubai based company, engaged in distribution of Nokia Smartphones in Middle East and Africa.

Reorganization of business

The Company has transferred its Digital Entertainment business as a going concern on slump sale basis, to Digilife Distribution and Marketing Services Limited (formerly known as HCL Security Limited), the wholly owned subsidiary, for a consideration of Rs. 35 Crores. The Transfer was approved by the Shareholders by way of Postal Ballot.

The Company has acquired the Security and Surveillance business of Digilife Distribution and Marketing Services Limited as a going concern on slump sale basis for a consideration of Rs. 6 Crores.

The above transactions became effective from 1st August, 2011.

Issue of Shares

During the year under review, the Company allotted 4,620,667 equity shares of Rs. 2/- each at a price of Rs. 152.90 per equity share including a premium of Rs. 150.90 per equity share to a Promoter, on exercise of option of conversion of equal number of warrants (which were allotted in October 2009, on payment of 25% subscription money amounting to Rs. 17.66 Crores) on receipt of balance 75% subscription money amounting to Rs. 52.99 Crores. After allotment of the aforesaid shares, there are no outstanding warrants.

During the year under review, 460 equity shares of Rs. 2/- each were allotted under Employee Stock Option Scheme 2000.

Awards & Recognition

The year that went by witnessed numerous recognitions for your Company as we bagged several awards and accolades as under:

1) Ranked 2nd in the latest Greenpeace Green Electronics Ranking.

2) HCL Green Data Center was awarded 1st Ever LEED Platinum Certification in India by US Green Building Council.

3) Bagged VARIndia 2010 award for Top Distributor of the Year & Best Projector – DLP (In-Focus)

4) Awarded CXO Award 2010-The IT Chapter in the category of ‘Indian Hardware Brand of the Year’ by Bloomberg UTV.

5) Topped Employee Satisfaction Chart for the 6th Consecutive Year as per DQ Survey, 2010

6) DQ - IDC ranks your Company #2 Domestic ICT Company. The Company was also rated among Top 10 ICT Companies in India.

7) Awarded Dun & Bradstreet Rolta Corporate Award under Computer Hardware and Peripherals Category

8) DQ-IDC rates your Company as #1 in IT Services 2010

9) This year the scope of management systems certification (ISO9001:2008, ISO14001:2004 and OHSAS18001:2007) increased to include Hardware products like Hand Held Terminal, Turbo Terminal, Sharps blaster etc at Puducherry Manufacturing Organisation, Uttaranchal Manufacturing Organisation and Noida Manufacturing Organization.

10) Globally HCL Notebook stood in 8th position with 4.04 points in Green Electronic Survey of Greenpeace released in January 2011.

11) HCL Infosystems bags 5th position in India’s Best Companies to Work for Survey, 2011 (IT Category): Study by Economic Times Great Place to Work!

12) HCL Desktops rated No. 1 in the Dataquest Channels - CyberMedia Research Channel Satisfaction Survey

13) HCL Infosystems awarded Best Telecom Support Service Company at the 5th National Telecom Award by CMAI Association of India

14) HCL Infosystems awarded ‘Most Promising New Technology for Urban Applications’ at the Municipalika 2011

15) HCL Infosystems awarded as a ‘Powerbrand’ of India in the IT & Office Automation Category

16) Your Company was selected as Business Superbrands of India.

17) Mr. Ajai Chowdhry, Chairman of your Company was felicitated with many prestigious awards as under:

- The prestigious Padma Bhushan awarded by Doctor Pratibha Patil, the Honourable President of India.

- ‘Honoris Causa Doctorate’ of Science for his contribution to the Indian IT Industry by IIT Roorkee

- ‘Electronics Man of the Year’ by the ELCINA-EFY Awards Committee

- The CNBC Asia Business Leader Award 2010 for Viewers Choice category.

- “India Innovator of the Year Award” at the 6th edition of the CNBC TV18 India Business Leader Awards 2010

Employee Stock Option Plan

Employee Stock Option Scheme 2000

Pursuant to the approval of the Shareholders at an Extra- Ordinary General Meeting held on 25th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the ESOP 2000), the Board of Directors had approved the grant of 30,18,000 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each.

Employee Stock Based Compensation Plan 2005

The Shareholders of the Company have approved the Employee Stock Based Compensation Plan 2005 through a Postal Ballot for grant of 33,35,487 options to the employees of the Company and its subsidiaries. The Board of Directors has granted 31,96,840 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares of Rs. 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

Credit Ratings

The credit rating by ICRA continued at ‘A1 ’ rating indicating highest safety to the Company’s Commercial Paper program of Rs. 500 Crores.

The long term rating assigned by Fitch to the Company continued at ‘AA- (ind)’ indicating stable outlook. The long term

rating by Fitch also continued at ‘AA- (ind)’ for Non-Convertible Debenture programme of Rs. 80 Crores.

Fixed Deposits

There were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The Company’s Non- Convertible Debentures (NCDs) amounting to Rs. 80 Crores are listed at National Stock Exchange of India Limited, Mumbai.

The Company has paid the listing fee for the year 2011-2012 to BSE and NSE.

Directors

Mr. R.P. Khosla and Mr. T.S. Purushothaman ceased to be Directors of the Company with effect from 27th October, 2010 and Mr. Subroto Bhattacharya ceased to be Director of the Company with effect from 10th December, 2010. The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

Mr. Ajay Vohra was appointed as an Additional Director of the Company with effect from 4th April, 2011 and Mr. Harsh Chitale and Mr. Pradeep K. Khosla are appointed as Additional Directors of the Company with effect from 17th August, 2011. Mr. Harsh Chitale is also appointed as Whole-time Director of the Company with effect from 17th August, 2011.

The Company has received notice from member(s) of the Company, under section 257 of the Companies Act, 1956, proposing their appointment as Director(s) of the Company, along with the requisite deposit.

In accordance with the Articles of Association of the Company, Mr. D.S. Puri and Mr. E.A. Kshirsagar, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Directors’ Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the ‘Code of Conduct for prevention of Insider Trading’ and the ‘Code of corporate disclosures practices for prevention of Insider Trading’ are in force.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2011 and of the profit of the Company for the said period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Auditors & Auditors’ Report

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The proposed re-appointment, if made will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Personnel

Industrial Relations during the year under review continued to be peaceful and cordial. No man-days were lost due to industrial disputes. Your Company was ranked Top 2 in the Best Employer Survey conducted by IDC-Dataquest and Top five in IT Industry, in the Best Companies to Work For 2011 conducted by Economic Times and Great Place to Work Institute.

The information as required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been set out in the annexure to the Directors’ report. However, in terms of the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report is being sent to the members of the Company excluding the said information. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub- section (1)(e) of Section 217 of the Companies Act, 1956, read with the Company (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report.

Particulars of subsidiaries

During the year under review, the following subsidiaries/step down subsidiaries were incorporated:

(a) Pimpri Chinchwad eServices Limited: Incorporated as a wholly owned subsidiary on 21st September, 2010, to provide e-services and other related services within the territorial jurisdiction of the Pimpri Chinchwad Municipal Corporation (PCMC) and to the citizens of PCMC.

(b) HCL Investments Pte. Limited, Singapore: Incorporated as a wholly owned subsidiary on 29th November, 2010, to manage the Company’s overseas investments.

(c) HCL Infosystems South Africa Pty. Limited, South Africa: Incorporated as a wholly owned subsidiary of HCL Investments Pte. Limited, Singapore (another wholly owned subsidiary in Singapore) on 9th May, 2011, to engage in business operations in System Integration (SI) and Services with particular focus on BFSI, Utilities, e-Governance and Infrastructure Services.

The name of HCL Security Limited, the wholly owned subsidiary, was changed to Digilife Distribution and Marketing Services Limited (Digilife) with effect from 26th July, 2011. Digilife is engaged in Digital Entertainment business with effect from 1st August, 2011.

The Company has signed a Share Purchase Agreement (SPA) with a Buyer in January 2011 for the sale of its entire equity stake in HCL Infinet Limited, the wholly owned subsidiary. The sale/transfer of the entire equity stake shall be given effect on receipt of necessary regulatory approvals.

In terms of the exemption granted by Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 dated 8th February, 2011, the accounts of the following subsidiaries have not been enclosed with the results:

- HCL Infinet Limited;

- Digilife Distribution and Marketing Services Limited (formerly known as HCL Security Limited);

- HCL Infocom Limited;

- RMA Software Park Private Limited;

- Pimpri Chinchwad eServices Limited;

- HCL Insys Pte Limited, Singapore;

- HCL Investments Pte Limited, Singapore;

- HCL Infosystems MEA FZCO, Dubai;

- NTS Technology LLC, Dubai;

- HCL Infosystems MEA LLC, Abu Dhabi; and

- HCL Infosystems South Africa Pty Limited, South Africa

The annual accounts of these subsidiaries are available for inspection on any working day at the Registered Office of the Company. The Company shall also furnish a hard copy of details of accounts of these subsidiaries to any Shareholder on demand. These accounts are also available on the website of the Company at www.hclinfosystems.com. A summary of financials of the subsidiaries has been included in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Acknowledgement

The Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers and also acknowledge the contribution made by the Employees.

The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing Public for the continued support and confidence reposed in the Company.

On behalf of the Board of Directors

Sd/-

Ajai Chowdhry Date : 17th August, 2011 Chairman

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Jun 30, 2010

The Directors have pleasure in presenting their Twenty Fourth Annual Report together with the Audited Accounts for the financial year ended 30th June, 2010.

Financial Highlights

(Rs.in Crores)

Particulars Consolidated Parent Company 2009-10 2008-09 2009-10 2008-09

Net Sales and other income 12114.44 12289.54 12011.91 12244.33

Profit before Interest, Depreciation and Tax 411.18 417.22 427.82 435.79

Finance Charges 39.21 44.66 37.44 44.66

Depreciation 25.51 21.25 21.73 17.27

Profit before Tax 346.46 351.31 368.65 373.86

Provision for Taxation : Current 111.95 122.17 111.96 122.77

Fringe Benefit - 1.55 - 1.45

Deferred (7.87) (12.36) (4.86) (10.80)

Net Profit after Tax 242.38 239.95 261.55 260.44

Profit available for appropriation 1033.33 951.18 1062.89 961.57 Appropriations

Debenture Redemption Reserve 4.00 4.00 4.00 4.00

Interim Dividend 127.08 85.59 127.08 85.59

Proposed Dividend 43.65 25.68 43.65 25.68

Tax on Dividend (including Interim Dividend) 28.68 18.91 28.68 18.91

Transfer to General Reserve 26.16 26.05 26.16 26.05

Balance of Profit carried forward to next year 803.76 790.95 833.32 801.34

Performance

The consolidated net revenue of the Company wasRs. 12114.44 crores as against Rs. 12289.54 crores in the previous year. The consolidated profit before tax was Rs. 346.46 crores as against Rs. 351.31 crores in the previous year.

Your Directors are pleased to recommend final Dividend of Rs. 2 per share (100%) on the fully paid-up equity shares of Rs. 2/- each for the financial year ended on 30th June, 2010. During the first nine months, three interim (quarterly) dividends aggregating to Rs. 5.50 per share (275%) were declared, taking the total dividend for the year 2009-10 to Rs. 7.50 per share of Rs. 2/- (375%).

Operations

A review of operations of the businesses of your Company for the year ended 30th June, 2010 is provided in the Management Discussion and Analysis Report forming part of the Annual Report.

Acquisitions

RMA Software Park Private Limited

During the year under review, the Company has acquired the entire equity share capital of RMA Software Park Private Limited (RMAS).

Saptha Business Solutions Private Limited (SAPTHA)

During the year under review, the Company has purchased the SAP Delivery Practices and ERP Solutions business of SAPTHA, a Bangalore based Company along with its certain assets.

HCL Infosystems MEA FZCO, Dubai (Formerly known as NTS FZCO)

The Company has on 4th July, 2010 acquired a majority equity stake (60%) in HCL Infosystems MEA FZCO (formerly known as NTS FZCO), a Dubai based IT Infrastructure solutions provider.

This acquisition is through HCL Insys Pte Limited, Singapore, the wholly owned subsidiary. HCL Infosystems MEA FZCO caters to the needs of enterprise customers in Dubai, Abu Dhabi and Qatar.

Raising of funds

During the year under review, the Company allotted 2,10,59,515 warrants priced at Rs. 152.90 per warrant convertible into equal number of equity shares of Rs. 2/- each at a price of Rs. 152.90 per share including a premium of Rs. 150.90 per share to certain promoters on Preferential basis on receipt of 25% subscription money amounting to Rs. 80.50 crores. Out of which, 1,64,38,848 warrants have been subsequently converted into equal number of equity shares of Rs. 2/- each on receipt of balance 75% subscription money amounting to Rs. 188.51 crores.

During the year under review, the Company has also allotted 3,05,55,713 equity shares of Rs. 2/- each at a price of Rs. 154.69 per equity share including a premium of Rs. 152.69 per equity share amounting to Rs. 472.67 crores to Qualified Institutional Buyers on QIP basis.

During the year under review, 44,710 equity shares of Rs. 2/- each were allotted under Employee Stock Option Scheme 2000 and 7,200 equity shares of Rs. 2/- each were allotted under Employee Stock Based Compensation Plan 2005.

Awards & Recognition

The year that went by witnessed numerous recognitions for your Company as HCL Infosystems bagged several awards and accolades. This year in a customer satisfaction survey conducted by IDC Dataquest, your Company was ranked No.1 for the second consecutive year.

Your Company this year was also honoured with the Dun & Bradstreet Rolta Corporate Award for the year 2009 in computer hardware and peripherals category. Your Company was also awarded with ELCINA-Dun & Bradstreet Award for Outstanding achievement in Quality for the year 2009. Your Company was also recognised as The Electronics Company of the Year 2009 by EFY. Your Company this year also emerged amongst top five green electronic companies in the world by Greenpeaces Guide to Greener Electronics.

Your Company was ranked number one in the Best Employer Study 2009 conducted by IDC - Dataquest. HCL ME, was ranked amongst top 10 brands by a Business Standard survey Brand Durby 2009.

This year HCL Manufacturing facilities were awarded GOLD certificate of Merit by The Economic Times India Manufacturing Excellence Awards (IMEA 2009) in partnership with Frost & Sullivan. Also the manufacturing facilities were certified for Quality management system ISO 9001: 2008, environment management system ISO 14001: 2004 and received certification of 18001:2007 (OSHAS) during the period.

Employee Stock Option Plan

Employee Stock Option Scheme 2000

Pursuant to the approval of the shareholders at the Extra- Ordinary General Meeting held on 25th February, 2000 for grant of options to the employees of the Company and its subsidiaries (the ESOP 2000), the Board of Directors had approved the grant of 30,18,000 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares ofRs. 2/- each.

Employee Stock Based Compensation Plan 2005

The shareholders of the Company have approved the Employee Stock Based Compensation Plan 2005 through a Postal Ballot for grant of 33,35,487 options to the employees of the Company and its subsidiaries. The Board of Directors has granted 31,96,840 options including the options that had lapsed out of each grant. Each option confers on the employee a right for five equity shares ofRs. 2/- each at the market price as specified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, on the date of grant.

Credit Ratings

The credit rating by ICRA continued at A1+ rating indicating highest safety to the Companys Commercial Paper program, which was enhanced from Rs. 325 Crores to Rs. 500 Crores.

The long term rating assigned by Fitch to the Company continued at AA- (ind) indicating stable outlook. The long term rating by Fitch also continued at AA- (ind) for Non-Convertible Debenture programme ofRs. 80 Crores.

Fixed Deposits

There were no fixed deposits outstanding either at the beginning or at the end of the year.

Listing

The equity shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Companys Non-Convertible Debentures (NCDs) amounting to Rs. 80 Crores are listed on National Stock Exchange of India Limited, Mumbai.

Directors

In accordance with the Articles of Association of the Company, Mr. J.V. Ramamurthy, Director, is retiring by rotation and being eligible, has offered himself for re-appointment. Mr. R.P. Khosla and Mr. T.S. Purushothaman, the other Directors retiring by rotation do not seek re-appointment as Directors. The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

Mr. J.V. Ramamurthy has been reappointed as the Whole-time Director of the Company for a further period of five years with effect from 11th August, 2010, subject to the approval of the shareholders of the Company in the Annual General Meeting.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the

Code of corporate disclosures practices for prevention of Insider Trading are in force.

Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2010 and of the Profit of the Company for the said period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Auditors & Auditors Report

M/s Price Waterhouse, Chartered Accountants, who are the statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The proposed re-appointment, if made will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Personnel

Industrial Relations during the period under review continued to be peaceful and harmonious. No man-day was lost due to any Industrial Dispute. Your Company was ranked number one in the Best Employer Study 2009 conducted by IDC - Dataquest.

The information as required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been set out in the annexure to the Directors report. However, in terms of the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report is being sent to the members of the Company excluding the said information. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Additional information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub-

section (1)(e) of Section 217 of the Companies Act, 1956, read with the Company (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report.

Particulars of subsidiaries

During the year under review, on acquisition by the Company of the entire equity share capital of RMA Software Park Private Limited (RMAS), RMAS has become the wholly owned subsidiary of the Company with effect from 7th July, 2009.

During the year under review, a wholly-owned subsidiary was incorporated in Singapore in the name and style of HCL Insys Pte Limited on 17th December, 2009. HCL Insys Pte Limited is engaged in the business of IT and related activities including manufacturing and trading of laptops, desktops and other related IT products.

On acquisition of majority equity stake (60%) by the Company in HCL Infosystems MEA FZCO, Dubai (Formerly known as NTS FZCO) through HCL Insys Pte Limited, Singapore, HCL Infosystems MEA FZCO has become a step down subsidiary of the Company with effect from 4th July, 2010.

A statement pursuant to section 212(3) of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts. The Company has obtained permission from Ministry of Corporate Affairs, Government of India vide its letter number 47/108/2010-CL-III, dated 19th March, 2010 for not annexing the accounts of the wholly owned subsidiaries, namely HCL Infinet Limited, HCL Security Limited, HCL Infocom Limited, RMA Software Park Private Limited and HCL Insys Pte Limited. The summary of financials of the subsidiaries has been included in the Annual Report. The annual accounts of the subsidiaries of the Company are available on any working day at the Registered Office of the Company to the shareholders of the Company requiring such information. These are also available on the website of the Company at www.hclinfosystems.in.

Acknowledgement

The Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers and also acknowledge the contribution made by the Employees.

The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing Public for the continued support and confidence reposed in the Company.

On behalf of the Board of Directors

Sd/-

AJAI CHOWDHRY 27th August, 2010 Chairman and Chief Executive Officer