The Directors have pleasure in presenting this Eighteenth Annual
 Report together with the Audited Accounts for the year ended June
 30,2010.
 
 FINANCIAL RESULTS
 
 The highlights of the consolidated financial results of your Company
 and its subsidiaries prepared under Indian GAAP are as follows:
 
 (Rs. in crores)
                                     Year ended         Year ended
                                   June 30, 2010      June 30,2009
 
 Income
 
 Revenues                             12,136.29        10,229.41
 
 Other income                            154.12           262.20
 
                                      12,290.41        10,491.61
 
 Expenditure
 
 Cost of goods sold                      443.55           205.47
 
 Personnel Expenses                    6,253.70         5,194.38
 
 Operating and other expenses          3,498.48          3000.06
 
 Finance costs                           204.14           112.44
 
 Depreciation and amortization           418.11           375.47
 
                                      10,817.98         8,887.82
 
 Profit before tax and minority 
 interests                             1,472.43         1,603.79
 
 Provision for tax                      (213.43)        (284.34)
 
 Profit before minority interests       1259.00        1,319.45
 
 Share of minority shareholders            0.19            0.18
 
 Net Profit                            1,259.19        1,319.63
 
 The highlights of financial results of your Company as a stand-alone
 entity prepared under Indian GAAP are as follows:
 
 (Rs. in crores) 
                                      Year ended     Year ended
                                    June 30,2010   June 30,2009
 
 Income
 
 Revenues                              5,078.76       4,675.09
 
 Other income                            171.77         265.81
 
                                       5,250.53       4,940.90 
 Expenditure
 
 Cost of goods sold                       85.47           -
 
 Personnel Expenses                    2,187.66       1,930.22
 
 Operating and other expenses          1,449.19       1,539.00
 
 Finance Charges                         101.36          28.09
 
 Depreciation and amortization           274.03         251.89
 
                                       4,097.71       3,749.20
 
 Prof it before tax                     1152.82       1,191.70
 
 Provision for tax                       (96.24)       (194.39)
 
 Profit after tax                      1,056.58         997.31
 
 Balance in Profit and Loss Account 
 brought forward                       1,920.97       1,572.73
 
 Amount available for appropriation    2,977.55       2,570.04 
 
 Appropriations
 
 Proposed final dividend [including 
 Rs. 0.29 crores (previous year Rs.0.87 
 crores)                                  68.16          67.90 
 paid for previous year]
 
 Corporate dividend tax on proposed 
 final dividend [including Rs.0.05
 crores                                   11.32          11.54 
 (previous year 
 Rs.0.15 crores) paid for previous
 year]
 
 Interim dividend                        202.33         401.71
 
 Corporate dividend tax on interim 
 dividend                                 34.13          68.19
 
 Transfer to general reserve             105.66          99.73
 
 Transfer to debenture redemption reserve295.00            --
 
 Balance carried forward to the 
 balance sheet                          2260.95       1,920.97
 
 Total                                 2,977.55       2,570.04
 
 TRANSFER TO RESERVES
 
 Your Company has transferred Rs. 105.66 crores to the General Reserve
 Account and Rs. 295 crores to the Debenture Redemption Reserve Account
 as at June 30, 2010. An amount of Rs. 2,260.95 crores is proposed to be
 carried forward in the Profit & Loss Account.
 
 OVERVIEW
 
 During the financial year 2009-10, on a standalone basis, your
 Companys revenues stood at Rs. 5,078.76 crores registering a growth of
 8.63% over the previous year and on a consolidated basis, the Companys
 revenues for the year 2009-10 stood at Rs. 12,136.29 crores registering
 a growth of 18.64% over the previous year.
 
 A detailed analysis on the Companys performance is included in the
 Managements Discussion and Analysis Report titled as Managements
 Discussion and Analysis, which forms part of this Annual Report.
 
 DIVIDENDS
 
 Your directors are pleased to recommend a final dividend of Re.1 per
 equity share for the financial year ended June 30, 2010, subject to the
 approval of the shareholders at the ensuing Annual General Meeting of
 the Company. During the year under review, your directors had declared
 and paid three interim dividends as per the details given hereunder:
 
 S.No.  Interim dividend paid during   Rate of dividend    Amount of
        the year ended June 30, 2010    (Per Share)     dividend paid
 
 1.    1st Interim Dividend               Re. 1/-           67.19
 
 2.    2nd Interim Dividend               Re. 1/-           67.45        
 
 3.    3rd Interim Dividend               Re. 1/-           67.69        
 
 
 
 Interim dividend paid during    Dividend Distribution 
 the year ended June 30, 2010              tax           Total Outflow
                                 paid by the Company
                                  (Rs. in crores)
 
 1st Interim Dividend                  11.42                 78.61
 
 2nd Interim Dividend                  11.46                 78.91
 
 3rd Interim Dividend                  11.25                 78.94
 
 The total amount of dividends (including interim dividends paid) for
 the year ended June 30, 2010 shall be Rs. 270.20 crores.  Dividend
 distribution tax paid / payable by the Company for the year would
 amount to Rs. 45.40 crores.
 
 SCHEME OF AMALGAMATION
 
 During the year under review, the Board of Directors of the Company,
 subject to requisite approvals, had approved the Scheme of Amalgamation
 (Scheme) under section 391 to 394 of the Companies Act, 1956 for
 amalgamation of HCL Technoparks Limited, wholly owned subsidiary of the
 Company with the Company.
 
 The Company has filed the petition before the Honble High Court of
 Delhi for approval of the Scheme of Amalgamation.  The Scheme, if
 approved, shall be effective from April 1, 2009.
 
 SUBSIDIARIES/ BRANCHES FORMED DURING THE YEAR
 
 HCL Technologies Denmark ApS and HCL Technologies Norway AS
 
 In view of the new business prospects of the Company, the Company has
 set up its step down subsidiaries in Denmark viz. HCL Technologies
 Denmark ApS and in Norway viz. HCL Technologies Norway AS.
 
 During the year, your Company has also set up its branch office in
 U.S.A.
 
 EXISTING SUBSIDIARIES-CLOSURE DURING THE YEAR
 
 Your Company had acquired Axon Group Ltd. (Axon) in 2008- 09 which is
 a leading U.K. based SAP consulting Company. Axon had set up
 subsidiaries in various countries. As a rationalization process, the
 applications for winding up were filed with the appropriate authorities
 for the two dormant entities viz. Aspire Solutions Sdn. Bhd., a company
 incorporated in Malaysia and Axon EBT Trustees Limited, a company
 incorporated in U.K.  as their businesses were integrated with other
 entities in these countries.
 
 SUBSIDIARIES - FINANCIALS
 
 The Company has 56 subsidiaries as on June 30, 2010. 3 subsidiaries of
 the Company are not required to prepare the financials as on June 30,
 2010 as they have been incorporated during the current year and the
 first financial year of these companies shall close subsequent to June
 30, 2010.
 
 The Company has been granted exemption under section 212 of the
 Companies Act, 1956 by the Ministry of Corporate Affairs from annexing
 the accounts and other information for its subsidiaries along with the
 accounts of the Company for the year ended June 30, 2010. As per the
 terms of the exemption letter, a statement containing brief financial
 details of the Companys subsidiaries for the year ended June 30, 2010
 shall form part of the Annual Report.
 
 As required under the Listing Agreement with the Stock Exchanges,
 consolidated financial statements of the Company and its subsidiaries
 are attached.
 
 CHANGES IN CAPITAL STRUCTURE
 
 Issue of shares under Employee Stock Option Plans
 
 During the year ended June 30, 2010, the Company allotted 85,27,212
 equity shares of Rs. 21- each fully paid up under its Employees Stock
 Option Plans.
 
 Issued and Paid-up Share Capital
 
 As on June 30, 2010, the issued and paid-up share capital of the
 Company was Rs. 135,75,67,624/- (previous year: Rs.  134,05,13,200/-)
 comprising 67,87,83,812 (previous year: 67,02,56,600) equity shares of
 Rs. 21- each fully paid-up.
 
 SHARES UNDER COMPULSORY DEMATERIALIZATION
 
 The equity shares of your Company are included in the list of specified
 scrips where delivery of shares in dematerialized (demat) form is
 compulsory effective from July 24, 2000, if the same are traded on a
 stock exchange , which is linked to a depository. As of June 30, 2010,
 99.93% shares were held in demat form.
 
 DEBENTURES
 
 During the year, the Company has issued rated, secured, taxable,
 redeemable non-convertible debenture(s) as per details given hereunder:
 
                         Amount         Coupon Rate 
 Date of Issue          (Rs. in         (Payable        Maturity
                                                         Period
                         crores)        quarterly)
 
 August 25, 2009           170          7.55% p.a.      2 years
 
 August 25, 2009           330          8.20% p.a.      3 years
 
 September 10,2009         500          8.80% p.a.      5 years
 
 A debenture trust deed in favour of IDBI Trusteeship Services Limited
 for the aforesaid issues has been executed. The Debentures are secured
 by way of mortgage(s) and/ or charges on the movable / immovable
 properties of the Company whether existing / future. The said
 debentures have been listed on Wholesale Debt Segment of the National
 Stock Exchange of India Limited.
 
 INTERNAL CONTROL SYSTEM
 
 The Company has in place adequate internal control systems commensurate
 with its size and nature of business. These systems provide a
 reasonable assurance in respect of providing financial and operational
 information, compliance with applicable statutes and safeguarding of
 assets of the Company. These systems ensure that transactions are
 executed in accordance with specified policies and resources are
 deployed as per the business plans and policies.
 
 The Company has an in-house internal audit division and the head of
 internal audit function reports directly to the Audit Committee to
 ensure independence of this function.
 
 CORPORATE GOVERNANCE
 
 The report of the Board of Directors of the Company on Corporate
 Governance is given as a separate section titled Corporate Governance
 Report 2009-10, which forms part of this Annual Report.
 
 Certificate of the Statutory Auditors of the Company regarding
 compliance with the Corporate Governance requirements as stipulated in
 clause 49 of the Listing Agreement with the stock exchanges is annexed
 with the Corporate Governance Report.
 
 MANAGEMENTS DISCUSSION AND ANALYSIS
 
 The Managements Discussion and Analysis is given separately and forms
 part of this Annual Report.
 
 INSIDERTRADING REGULATIONS
 
 Based on the requirements under 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 for corporate
 disclosures are in force.
 
 DIRECTORS
 
 In accordance with the Articles of Association of the Company, Mr.
 Subroto Bhattacharya, Mr. Vineet Nayar and Mr. Amal Ganguli, shall
 retire by rotation as Directors at the ensuing Annual General Meeting
 and being eligible, they have offered themselves for re-appointment.
 
 AUDITORS
 
 The auditors, M/s. S.R. Batliboi & Co. Chartered Accountants, retire at
 the conclusion of the ensuing Annual General Meeting and they have
 confirmed their eligibility and willingness to be re-appointed.
 
 GROUP
 
 As per the intimation received from the Promoter(s), for the purposes
 of availing exemption from applicability of the provisions of
 Regulations 10 to 12 of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
 pursuant to Regulation 3(1) (e)(i) thereof, persons constituting
 Group as defined in the (Monopolies and Restrictive Trade Practices
 Act, 1969) include the following:
 
 Name of the Companies/Trust
 
 HCL Corporation Ltd.
 
 HCL Holdings Pvt. Ltd.
 
 Guddu Investments (Pondi) Pvt. Ltd.
 
 Varna Sundari Investments (Pondi) Pvt. Ltd.
 
 Shiv Nadar Investments (Pondi) Pvt. Ltd.
 
 SSN Investments (Pondi) Pvt. Ltd.
 
 Shiv Nadar Investments (Chennai) Pvt. Ltd.
 
 Shivkiran Investments (Chennai) Pvt. Ltd.
 
 Vamasundari Investments (Delhi) Pvt. Ltd.
 
 SSN Investments (Delhi) Pvt. Ltd.
 
 SSN Trust
 
 Shiv Nadar Foundation
 
 Vamasundari Scholarship Trust
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits.
 
 AWARDS AND RECOGNITIONS
 
 As your Company pursues excellence relentlessly, your Company is
 delighted to receive phenomenal share of recognitions and awards this
 year, not just from the media, but also from analysts, governing
 bodies, academic institutions, partners and even customers. Some of the
 key accolades received during the year include:
 
 - Ranked No. 1 among the top 50 best managed global outsourcing vendors
 of 2009 by Brown & Wilsons Black Book of Outsourcing.
 
 - Chosen from among more than 188 corporate entries, your Company won
 the prestigious Golden Peacock Innovation award for its MTaaSTM (a
 Business Service Management centric service delivery platform) offering
 in the IT Sector category.
 
 Ranked No.1 amongst the 2009 Top Cross-Industry BPO Vendors by the
 Black Book of Outsourcing.
 
 - Ranked No.1 in the traditional IT Outsourcing space by Datamonitors,
 Black Book of Outsourcing 2009-10.
 
 - Ranked No. 1 in the RIMO (Remote Infrastructure Management
 Outsourcing) space and scores highest in 18 significant ITO criteria
 and 13 significant RIMO criteria surveyed.
 
 HCL AXON rated a leader in the Forrester Wave for SAP Implementation
 Providers making it a serious contender across all phases of the SAP
 implementation life cycle.
 
 QUALITY
 
 Quality policy of your Company is to satisfy the customers by
 delivering quality products and services that meet their requirements
 on time, every time.
 
 To operate the quality system in your Company, we have developed a
 system called Organizational Management System (OMS) which conforms
 to the ISO 9001:2000 standard, CMM Ver1.1 and CMMI version 1.2, IEEE
 (referenced) for the design and development of software and hardware
 products and related services. The OMS is designed to achieve the
 Companys quality policy and objectives.
 
 The OMS has been developed to keep in mind the following objectives:
 
 Standardize engineering and management practices across all level of
 businesses of the Company.
 
 To enhance productivity and effectiveness of the Companys operations
 and reduce the learning curve.
 
 - Unified approach to our business acquisition and delivery methods.
 
 Align with other common corporate initiatives like SAP, KROSS, PM Smart
 etc.
 
 Quality Initiatives taken during the year:
 
 - Six Sigma
 
 - Earned Value Management Next Generation OMS Beyond CMMI L5
 
 Quality Journey of HCL Technologies Ltd.:
 
 First company to get assessed for CMMI Level 5 in Investment banking
 IT services provider group.
 
 First software company to get certified for AS 9100 in India.
 
 Organizational Management System of your Company is compliant to
 multiple industry and domain specific standards.  It has also been
 enhanced for domain standards like TL 9000 and ISO 16949 and models
 like CMMI (Dev) V1.2 L5 and CMMI for services.
 
 EMPLOYEES FIRST
 
 Around five years ago, your Company initiated a unique employees
 focused program that places the needs of employees before that of
 customers. Your Company believes that employees bring strategic value
 to an organization and are critical to its success in the global
 marketplace. The future growth and competitiveness of any organization
 depends more than ever before on attracting the best talent and
 engaging and empowering them to achieve their own, and the
 organizations goals. Your Company always believes that happy and
 passionate employees offer better value in engagements and directly
 impact customer satisfaction.
 
 Towards this, your Company practices Employees First - the first of its
 kind of articulation, which is at the core of our efforts to
 
 provide our employees a work environment and culture that they can take
 pride in. Employees First is our means of getting into the very core of
 the individual and decoding their individuality and diversity,
 unleashing their potential and equipping them with the necessary tools
 to enhance the value zone.
 
 We believe that the maximum value is created at the employee- customer
 interface. Therefore we empower our employees to generate delight for
 our customers, every step of the way. The 5 core values of Employees
 First are Honesty, Transparency, Accountability, Individuality and
 Collaboration. In order to strengthen these values, many initiatives
 have been introduced by your Company. Some key initiatives are:
 
 - Smart Service Desk, where employees can raise SLA- bound tickets on
 any internal service provider, and only employees can close these
 tickets, if satisfied. This brings in a culture of reverse
 accountability.
 
 - CEO Connect through U&l, where the CEO is personally available online
 to every employee, tours every location and holds interactive
 discussions complemented by a fully functional blog. This infuses a
 culture of transparency and open communication between the CEO and the
 employee.
 
 - Open 360 Degree Feedback, where employees can rate their managers,
 even the CEO, and the feedback/rating is made public across the
 organization. This inverts the pyramid and makes the employee a part of
 the development journey of the manager and also the CEO.
 
 - Talent Transformation is designed to build behavior based
 competencies in individuals.
 
 - Employees First Academy, comprising three levels: Employees First
 Lifestyle, Employees First Leadership, and Harvard Emerging Leader
 Program, to initiate and nurture effective leaders.
 
 - Directions, an annual event where the CEO and senior management
 conduct a face-to-face meeting with all employees to discuss the
 Companys strategy and direction.  It is a mirror, mirror exercise
 between the employees and senior management.
 
 Employees First, Customers Second: Mr. Vineet Nayar, CEO and Whole-time
 Director of the Company has written a book on his innovative concept of
 Employees First, Customers Second (EFCS). Employees First, Customers
 Second is a book published by Harvard Press. Admired by many global
 thought leaders viz. Mr. Tom Peters, Mr. Tony Hsieh, Mr. Gary Hamel,
 Ms. Judy McGrath, Mr. Ram Charan, and Mr. Victor K. Fung.
 
 The Book got rave reviews from Fortune, CIO Insight, Economist,
 Washington Post, Sunday Times, Hindu, FOX Business, CNBC Europe,
 Bloomberg Radio Surveillance and many others.
 
 Talent Transformation and Intrapreneurship Development (T2ID)
 
 T2ID in your Company identifies and recognizes the need to groom and
 develop employees for developing the future leaders. T2ID rolls out a
 series of end to end programs that would continuously enhance the value
 that an employee adds to the Company. In your Company, employees are
 not just one of the assets but THE Assets. The quintessential Customer
 is King has been replaced by Employees First; the bottom line being,
 if the employee is satisfied, happy and skilled, then only will he/she
 be able to serve his customer better so that they in turn bring
 value-add to their clients.
 
 Key Initiatives of T2ID
 
 TOP GUN - Next generation Leadership development program— This
 Leadership Program builds the leadership pipeline of the Company by
 focusing on equipping the next generation of leaders with the Companys
 identified leadership competencies in order to create World Class
 Leaders.
 
 HCL-HARVARD Emerging Leaders Program— To groom business leaders and
 prepare them to drive strategic initiatives in a very dynamic business
 environment, your Company has launched Emerging Leaders Program which
 aims to create a capable and distinctive leadership culture. This is a
 20-week program with the focus on five critical areas of leadership
 development.
 
 Employee Passion Indicative Count (EPIC)— EPIC is a self assessment
 tool which aims to measure Top 5 Passion Indicators of an employee that
 drive him to do his day to day work. During the year, 25,100 employees
 participated in the EPIC assessment and found out their passion
 drivers.
 
 Good Practices Conferences— Good Practices is an initiative from
 delivery excellence for systematic collation, evaluation, sharing and
 adoption of good practices across the Company.  Good Practices
 Conference 2010 is a platform for individuals/ teams to share their
 good practices as well as lessons learnt from failures.
 
 Learn— iLearn has been launched to seamless online registration and
 tracking of instructor led training sessions (technical and domain) and
 quick online feedback mechanism including collection, compilation and
 analysis.
 
 HCL Scholar— It is a knowledge enhancement program aimed at providing a
 structured and robust platform to assess employees of the Company on
 their understanding about the Company and their respective areas of
 operation. It aims at promoting a culture of continuous learning and
 capabilities building within the Company.
 
 CONSERVATION OF ENERGY, RESEARCH AND
 DEVELOPMENT.TECHNOLOGYABSORPTION.FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Disclosures of particulars as required by the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, are set
 out in the Annexure 1 included in this Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 A statement of responsibility of the Directors relating to compliance
 with the financial accounting and reporting requirements in respect of
 the financial statements, as specified under section 217(2AA) of the
 Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is
 annexed as Annexure 2 to this Report.
 
 STOCK OPTIONS PLANS
 
 1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option
 Plan
 
 The details on these plans have been annexed as Annexure 3 to this
 report.
 
 DISCLOSURES UNDERSECTION2I70FTHECOMPANIES ACT, 1956
 
 Except, as disclosed elsewhere in the report, there have been no
 material changes and commitments, which can affect the financial
 position of the Company between the end of the financial year and the
 date of this report.
 
 As required under section 217(2A) of the Companies Act, 1956, read with
 the Companies (Particulars of Employees) Rules, 1975, as amended, the
 names and other particulars of employees are set out in the Annexure 4
 included in this Report.
 
 ACKNOWLEDGEMENTS
 
 The Board wishes to place on record its appreciation to the
 contribution made by the employees of the Company and its subsidiaries
 during the year under review. The Company has achieved impressive
 growth through the competence, hard work, solidarity, cooperation and
 support of employees at all levels. Your Directors thank the customers,
 clients, vendors and other business associates for their continued
 support in the Companys growth. The Directors also wish to thank the
 Government Authorities, Financial Institutions and Shareholders for
 their cooperation and assistance extended to the Company.
 
                            For and on behalf of the Board of Directors
 
 Noida (U.P.), India                                        SHIV NADAR
 
 July 29, 2010                     Chairman and Chief Strategy Officer