Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

HCL Technologies Limited

Meeting Details

The 34th Annual General Meeting was held on Wednesday, August 12, 2026, at 11:00 A.M. (IST) through Video Conferencing/Other Audio Visual Means. The meeting was chaired by Ms. Roshni Nadar Malhotra, Chairperson of the company.

Attendance

189 members attended the AGM through VC/OAVM. The following Directors and Key Managerial Personnel were present:

  • Ms. Roshni Nadar Malhotra (Chairperson, Non-Executive, Non-Independent Director)
  • Mr. C. Vijayakumar (CEO & Managing Director)
  • Mr. Amitabh Kant (Independent Director)
  • Ms. Bhavani Balasubramanian (Independent Director, Chairperson of Stakeholders' Relationship Committee)
  • Mr. Deepak Kapoor (Independent Director, Chairperson of Audit Committee and Risk Management Committee)
  • Mr. Jacob Christian Dahl (Independent Director)
  • Ms. Kimsuka Narsimhan (Independent Director)
  • Ms. Lee Fang Chew (Independent Director)
  • Mr. Shikhar Malhotra (Non-Executive Non-Independent Director)
  • Mr. Simon John England (Independent Director, Chairperson of ESG & Diversity Equity Inclusion Committee)
  • Ms. Vanitha Narayanan (Independent Director, Chairperson of Nomination and Remuneration Committee)
  • Mr. Shiv Kumar Walia (Chief Financial Officer)
  • Mr. Manish Anand (Company Secretary)

Also present were representatives from statutory auditors B S R & Co. LLP and secretarial auditors Makarand M. Joshi & Co.

Proposed Resolutions and Implications

Three resolutions were proposed for shareholder approval:

1. Ordinary Resolution: Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Statutory Auditors thereon

2. Ordinary Resolution: Re-appointment of Mr. Shikhar Neelkamal Malhotra (DIN-00779720) as a Director liable to retire by rotation

3. Special Resolution: Appointment of Mr. Jacob Christian Dahl (DIN: 11758422) as an Independent Director of the Company

Voting Process and Methods

The voting was conducted electronically through the e-voting platform provided by National Securities Depository Limited (NSDL). Remote e-voting commenced on August 7, 2026, at 09:00 A.M. (IST) and ended on August 11, 2026, at 5:00 P.M. (IST). Members present at the AGM who had not voted during the remote e-voting period were allowed to cast their votes through e-voting during the meeting.

Key Voting Outcomes

Record Date: August 5, 2026

Total Number of Shareholders: 1,006,671

Resolution 1 (Ordinary Resolution - Adoption of Financial Statements):

  • Total votes cast: 2,530,641,301 shares (93.2555% of outstanding shares)
  • Votes in favor: 2,528,472,016 shares (99.9143% of votes polled)
  • Votes against: 2,169,285 shares (0.0857% of votes polled)
  • Result: Passed

Resolution 2 (Ordinary Resolution - Re-appointment of Shikhar Malhotra):

  • Total votes cast: 2,532,537,737 shares (93.3254% of outstanding shares)
  • Votes in favor: 2,530,569,673 shares (99.9223% of votes polled)
  • Votes against: 1,968,064 shares (0.0777% of votes polled)
  • Promoter group voted 100% in favor (1,652,112,686 shares)
  • Result: Passed

Resolution 3 (Special Resolution - Appointment of Jacob Dahl):

  • Total votes cast: 2,532,537,653 shares (93.3254% of outstanding shares)
  • Votes in favor: 2,525,947,328 shares (99.7398% of votes polled)
  • Votes against: 6,590,325 shares (0.2602% of votes polled)
  • Promoter group voted 100% in favor (1,652,112,686 shares)
  • Result: Passed

Scrutinizer's Role and Findings

Mr. Nityanand Singh of Nityanand Singh & Co., Company Secretaries, was appointed as Scrutinizer to scrutinize the e-voting process. The scrutinizer confirmed that the e-voting was unblocked and downloaded from NSDL's website at around 12:35 PM on August 12, 2026, in the presence of two independent witnesses. The scrutinizer verified that all resolutions were passed with the requisite majority.

Compliance with Laws and Regulations

The company confirmed compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant MCA circulars. The meeting was conducted in accordance with MCA Circular No. 03/2025 dated September 22, 2025.

Additional Financial and Operational Highlights

The Chairperson's address highlighted several key achievements:

  • FY26 performance: 3.9% YoY constant currency revenue growth, $9.3 billion in new deal wins
  • Consolidated revenue: ₹1,30,144 crores, Net Profit: ₹16,642 crores, Free cash flow: ₹18,553 crores
  • Total dividend declared: ₹60 per share for FY26
  • AI revenue reached annualized run rate of $620 million in FY26
  • Achieved 2030 Scope 1 and Scope 2 emissions reduction targets four years ahead of schedule
  • Replenished 51 times more water than consumed across operations
  • Cumulative social investments of ₹1,984 crore through HCLFoundation, impacting over 8 million lives