Hinduja Global Solutions Limited

September 3, 2023

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BSE Limited National Stock Exchange of India Ltd. Corporate Relation Dept. “Exchange Plaza”, P. J. Towers, Dalal Street Bandra Kurla Complex, Bandra (E) Mumbai - 400 001. Mumbai - 400 051.

Scrip Code: 532859 Symbol: HGS

Dear Sirs,

Sub: Notice of 28[th] Annual General Meeting to be held on Wednesday, September 27, 2023

Pursuant to Regulation 30 read with Schedule III, Part A, Para A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of 28[th] Annual General Meeting of the Company to be held on Wednesday, September 27, 2023 at 4.00 pm IST which is being dispatched along with Annual Report 2022-23 through electronic mode to those Members whose email addresses are registered with the Company/Registrar & Transfer Agent or Depositories.

Notice of the 28[th] AGM is also available on the website of the Company at www.hgs.cx.

You are requested to kindly take the above on record.

Thanking you,

For Hinduja Global Solutions Limited

Digitally signed Narendr by Narendra Singh a Singh Date: 2023.09.03 00:05:02 +05'30'

Narendra Singh Company Secretary F4853

Encl: As above

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HINDUJA GLOBAL SOLUTIONS LIMITED. Regd. Office: �� Corporate Office: ��

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CIN: L92199MH1995PLC084610

Registered Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400 018 | Phone No.: 022-6136 0407 E-mail id: [email protected] | Website: www.hgs.cx

NOTICE

Notice is hereby given that the 28[th] Annual General Meeting of the Members of Hinduja Global Solutions Limited will be held on Wednesday, September 27, 2023 at 4.00 p.m. IST through Video Conferencing / Other Audio Visual Means (‘VC’ or ’OAVM’) to transact the following business:

ORDINARY BUSINESS

To receive, consider and adopt:
a) the audited financial statements of the Company for the financial year ended March 31, 2023, along with the reports of the Board of Directors and the Auditors thereon; and
b) the audited consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2023, along with the report of the Auditors thereon.
To declare a final dividend of ₹ 2.50 per equity share (on an equity share of par value of ₹ 10/- each) for the financial year ended March 31, 2023; and to confirm three interim dividends aggregating to ₹ 12.5 per equity share of ₹10/- each already paid for the financial year ended March 31, 2023.
To consider the appointment of a Director in place of Mr. Partha DeSarkar (DIN: 00761144), who retires by rotation and being eligible, offers himself for re-appointment.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Partha DeSarkar (DIN: 00761144), who retires by rotation, be and is hereby re-appointed as a Director (Executive & Whole-time Director) liable to retire by rotation.”

SPECIAL BUSINESS

4 . Ratification of the remuneration payable to Cost Auditors for the financial year ending March 31, 2024

To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 148 and Rule 6 of the Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. ABK & Associates, Cost Accountants [Firm Registration No. 000036], Cost Auditors appointed by the Board of Directors of the Company to conduct audit of the cost records maintained by the Company for the financial year ending March 31, 2024, be paid remuneration of ₹ 50,000/- plus applicable taxes and out-of-pocket expenses incurred by them for the purpose of Audit, and the same be and is hereby ratified.

RESOLVED FURTHER THAT the Board of Directors or Chief Financial Officer or Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary and desirable to give effect to this Resolution.”

By Order of the Board For Hinduja Global Solutions Limited

Narendra Singh Company Secretary F4853

Place : Mumbai Date : August 29, 2023

NOTES

The Ministry of Corporate Affairs (‘MCA’) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 02/2022 dated May 5, 2022 and General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as ‘MCA Circulars’) and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, and SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 5, 2023 (collectively referred to as ‘SEBI Circulars’) and other applicable circulars issued in this regard, have permitted the holding of Annual General Meeting (‘AGM’) through Video conferencing or Other Audio Visual Means (‘VC’), without the physical presence of the Members at a common venue till September 30, 2023, subject to compliance of various conditions mentioned therein.
In Compliance with the provisions of the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) read with the Circulars issued by MCA and SEBI, the 28[th] AGM of the Company shall be conducted through VC on Wednesday, September 27, 2023 at 4.00 p.m. IST. The registered office of the Company shall be the deemed venue for the AGM. KFin Technologies Limited (formerly Known as KFin Technologies Private Limited) (‘KFin’ or ‘KFintech’), Registrar and Share Transfer Agent (‘RTA’) of the Company, will be providing facility for remote e-Voting, participation in the AGM through VC and e-Voting during the AGM. The Company has also published an advertisement in newspapers containing the details about the AGM i.e., the conduct of the AGM through VC, date and time of the AGM, availability of the notice of AGM at the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company / RTA and other matters as may be required.
A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since the 28[th] AGM is being held through VC in compliance with the MCA Circulars, the requirement of physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the 28[th] AGM and hence the Proxy Form and Attendance Slip, including Route Map, are not annexed to this Notice.
An Explanatory Statement pursuant to Section 102 of the Act setting out details relating to Special Business under Item No. 4 of the accompanying Notice, is annexed hereto. The relevant details concerning Item No. 3 according to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of

the Director seeking re-appointment at this AGM is annexed hereunder. Requisite declaration has been received from the Director seeking re-appointment. The matter under Special Business of the AGM Notice is considered to be unavoidable by the Board of Directors of the Company and hence included.

Members attending 28[th] AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the cut-off date i.e. Wednesday, September 20, 2023.
Institutional investors and Corporate Members are encouraged to attend and vote at the 28[th] AGM through VC. Institutional investors and Corporate Members (i.e., other than individuals, HUF’s, NRI’s etc.) intending to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC or to vote through remote e-voting are requested to access the link https://evoting.kfintech.com and upload a certified copy of the Board resolution. The said resolutions/authorizations can be forwarded to RTA on [email protected] or sent to the Company by e-mail to its registered e-mail address [email protected].
In case of joint holders, Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

BOOK CLOSURE AND DIVIDEND

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, September 14, 2023 to Wednesday, September 20, 2023 (both days inclusive) for the purpose of AGM and determining the eligibility of Members entitled to final dividend.

The final dividend of ₹ 2.50 per equity share of ₹10 each (25 %), if approved at the AGM, will be paid subject to the deduction of tax at source (‘TDS’) within thirty days from the date of declaration by the Shareholder to those Members/ beneficial owners whose names appear as per the list furnished by the National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) in respect of the shares held in electronic form/ Register of Members as on Wednesday, September 13, 2023.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct TDS from the dividend paid to the Members at rates prescribed under the Income-tax Act, 1961 (the IT Act). In general, to enable compliance with TDS requirements, Members are requested to complete and/ or update their Residential status, Permanent Account Number (‘PAN’), Category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company / its RTA, i.e., KFin by sending documents at its e- mail ID [email protected]/ [email protected] or update the same by visiting the link: https:// ris.kfintech.com/form15/ on or before Wednesday, September 13, 2023 in order to enable the Company to determine and deduct appropriate TDS/ withholding tax rate. No communication/ documents on the tax determination/ deduction shall be considered after Wednesday, September 13, 2023.
SEBI has mandated submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company’s RTA.
Members who hold shares in dematerialized form and want to provide/ change/ correct the bank account details should send the same immediately to their concerned DP and not to the Company. The Company will not entertain any direct request from such Members for change of address, transposition

of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of dividends, RTA is obliged to use only the data provided by the Depositories, in case of dematerialized shares.

Members holding shares in physical form are requested to notify/ send the following to the Company’s RTA, i.e., KFin Technologies Limited (Unit: Hinduja Global Solutions Limited), Selenium Tower B, 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad Rangareddi, Telangana - 500032 to facilitate better service:
i) Any change in their address/ mandate/ bank details/ email address;
ii) Particulars of their bank account, for printing on the dividend warrants/ drafts (to help prevent fraudulent encashment), in case the same have not been sent earlier; and
iii) Share certificate(s) held in multiple accounts in identical names or joint accounts in the same order of names for consolidation of such shareholdings into one account.

DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs:

In compliance with the Circulars issued by MCA and SEBI, Notice of the 28[th] AGM along with the Annual Report for FY 2022-23 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that the Notice and Annual Report 2022-23 will also be available on the Company’s website at https://hgs.cx/investors/annual-reports-hgsl/, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively, and on the website of KFin at https://evoting.kfintech.com.
Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s RTA, i.e., KFin Technologies Limited, Selenium Tower B, 31-32, Financial District, Nanakramguda, Serilingampally, Hyderabad Rangareddi, Telangana - 500032.
Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions in writing to the Company Secretary at least 7 (seven) days before the date of the AGM, so that, the requested information may be made available at the Meeting.

REGISTRATION OF PAN, KYC DETAILS AND NOMINATION BY PHYSICAL SHAREHOLDERS.

Pursuant to Regulations 39 and 40 of the SEBI Listing Regulations, as amended, listed companies can effect issuance of duplicate securities certificate; renewal / exchange, endorsement, sub-division/ split, consolidation of securities certificate; transfer, transmission and transposition, as applicable, in Dematerialised form only with effect from January 24, 2022.

Further, SEBI vide its circular dated March 16, 2023 in supersession of earlier circular dated November 3, 2021, read with clarification dated December 14, 2021, introduced common and simplified norms for processing investor’s service request by Registrar and Transfer Agent(s) (RTAs) and norms for furnishing PAN, KYC details and Nomination. Accordingly, RTA cannot process any service requests or complaints received from the holder(s) / claimant(s), till PAN, KYC and Nomination documents/ details are updated. Moreover, on or after October 1, 2023, in case any of the above cited documents/ details are not available in the folios, RTA shall be constrained to freeze such folios. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing the aforesaid details. This communication was also intimated to the Stock Exchanges and available on the website of the Company. In view of this requirement and to eliminate all risks associated with physical

shares and for ease of portfolio management, Members holding shares in physical form are once again requested to update their KYC details (through Form ISR-1, Form ISR-2 and Form ISR-3, as applicable) and consider converting their holdings to dematerialized form. Members can download Forms to make their service request with RTA from link https://hgs.cx/investors/kyc-documents/ or contact the Company’s RTA - KFin Technologies Limited at [email protected] for assistance in this regard.

As per the provisions of the Act and applicable SEBI Circular, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with KFin or make cancellation/ changes to their nomination details through Form SH-14. Members can also opt out of nomination through Form ISR-3. In respect of shares held in dematerialised form, the nomination form may be filed with the respective DPs and not to the Company or KFin. The relevant forms are available on the Company’s website at https://hgs.cx/investors/kyc-documents/
The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/ demand draft to such Members.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company and the Company’s RTA of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
Non-resident Indian shareholders are requested to inform about the following immediately to the Company or its RTA or the concerned DP(s), as the case may be:-
a) the change in the residential status on return to India for permanent settlement, and
b) the particulars of the NRE account with a Bank in India, if not furnished earlier.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) RELATED INFORMATION:

Members who wish to claim their unclaimed dividend are requested to either correspond with the Corporate Secretarial Department at the Company’s Registered Office or the Company’s RTA, i.e., KFin, for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company’s website at www.hgs.cx Members are requested to note that the dividend remaining unclaimed for a period of seven (7) consecutive years from the date of transfer to the Company’s Unpaid dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all shares in respect of which dividend has not been claimed for seven (7) consecutive years or more shall be transferred to demat account of the IEPF Authority within a period of thirty (30) days of such shares becoming due to be transferred.

In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on September 28, 2022 (date of last Annual General Meeting) on its website at https://hgs.cx/investors/other-reports/#toggle-id-7 and also on the website of the Ministry of Corporate Affairs.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

The following documents will be available for inspection by the Members electronically during the 28[th] AGM. Members seeking to inspect such documents can send an email to [email protected]
a) Certificate from the Secretarial Auditors relating to the Company’s Stock Options/ Restricted Stock Units Plans under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
b) Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Act.

Members may note that all documents referred to in this Notice and Explanatory Statement will be also available for electronic inspection without any fee by the Members from the date of dispatch of this notice up to the date of AGM, basis the request being sent by the members on e-mail to [email protected].

In case of any queries regarding the Annual Report, the Members may write to [email protected].

Members are requested to always quote their Folio No./ DP ID - Client ID in all correspondence with the Company and the Company’s RTA.

REMOTE E-VOTING AND E-VOTING DURING AGM:

In compliance with provisions of Section 108 of the Act read with the Rule 20 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or reenactment(s) thereof, for the time being in force); Regulation 44 of SEBI Listing Regulations, 2015, and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide Members with a facility to exercise their right to vote by electronic means for the business to be transacted at the AGM.
Members whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e., Wednesday, September 20, 2023, shall only be entitled to attend and vote through remote e-voting as well as e-voting during the 28[th] AGM. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

Remote e-voting period commences on Saturday, September 23, 2023 at 9:00 a.m. IST and ends on Tuesday, September 26, 2023, at 5:00 p.m. IST.

The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

The Company has appointed Ms. Amrita D. C. Nautiyal, Practicing Company Secretary, Mumbai, (Membership No.: FCS 5079 and C. P. No. 7989) of M/s. Amrita Nautiyal & Associates, to act as the Scrutinizer, to scrutinize the remote e-voting and e-voting that will take place at the 28[th] AGM through VC in a fair and transparent manner.
Remote e-Voting: Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations read with MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM, through e-Voting agency KFin

Technologies Limited. The facility of casting votes by a member using remote e-Voting system as well as e-voting that will take place at the 28[th] AGM, will be provided by KFin.

Voting at the e-AGM: Members who are present at the 28[th] AGM through VC and have not cast their vote on resolutions through remote e-voting, can vote through Insta-poll at the Meeting. Members who have already cast their votes by remote e-voting are eligible to attend the Meeting. However, those Members are not entitled to cast their vote again at the Meeting.

A Member can opt for only single mode of voting i.e. through Remote e-voting or voting during the AGM. If a Member casts votes by both modes then voting done through Remote e-voting shall prevail and vote during the AGM shall be treated as invalid.

The scrutinizer shall immediately after the conclusion of voting at the AGM, unblock the votes cast through e-voting (votes cast during the AGM and votes cast through remote e-voting), count the votes and shall submit a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, within 2 working days from the conclusion of the Annual General Meeting to the Chairman of the Company or a person authorised by him in writing who shall countersign the same. The Chairman or a person authorised by him in writing shall declare the result of voting forthwith.

On the receipt of the scrutinizer report, the results of the e-voting along with the scrutinizer’s report shall be communicated immediately to the BSE Limited and National Stock Exchange of India Limited, where the shares of the company are listed and shall be placed on the Company’s website www.hgs.cx and on the website of KFintech at https://evoting.kfintech.com immediately after the result declared by the Chairman or any other person authorised by the Chairman.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

Mr. Partha DeSarkar (DIN: 00761144), was appointed as an Executive Director (Whole-time Director), liable to retire by rotation, effective September 04, 2019, for a period of five years at the 24[th] AGM held on September 28, 2019. Mr. Partha DeSarkar has been recognised as a Key Managerial Personnel (KMP) pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In compliance with the provisions of Section 152 of the Companies Act, 2013, it will be necessary for Mr. Partha DeSarkar, to come up for retirement by rotation at the ensuing AGM. Mr. Partha DeSarkar, being eligible, has offered himself for re-appointment as a Director and consent of the Members would be required by way of an Ordinary Resolution at the ensuing 28[th] AGM to be held on September 27, 2023.

In view of the above, the Nomination and Remuneration Committee and the Board of Directors at their meeting held on August 8, 2023 and August 9, 2023, respectively, have approved and recommended the re-appointment of Mr. Partha DeSarkar and his continuation as an Executive Director (Whole-time Director) of the Company.

Mr. Partha DeSarkar is not related to any other Directors of the Company. Except Mr. Partha DeSarkar who is being re-appointed, none of the Directors and/ or Key Managerial Personnel of the Company and their relatives, are directly or indirectly concerned or interested financially or otherwise in the resolution set out at Item No. 3 of the accompanying Notice.

Details of Mr. Partha DeSarkar, pursuant to the provisions of (i) the SEBI Listing Regulations; and (ii) Secretarial Standard on General Meetings (‘SS-2’), issued by the Institute of Company Secretaries of India, are provided in ‘Annexure A’ to the Notice.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 3 of the accompanying Notice for approval of the Members.

Item No. 4

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s. ABK & Associates, Cost Accountants [Firm Registration No.: 000036] as the Cost Auditors of the Company for auditing the cost records of ‘Telecommunication activity’ pertaining to digital media business, maintained by the Company for the financial year ending on March 31, 2024, at a remuneration of ₹ 50,000/plus out-of-pocket expenses and applicable taxes.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to the Cost Auditor, as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by the Members of the Company.

M/s. ABK & Associates, Cost Accountants, Mumbai have confirmed that they are eligible to be appointed as Cost Auditors of the Company and hold a valid certificate of practice under Section 6(1) of the Cost and Works Accountants Act, 1959.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution set out at item no.4 for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2024.

None of the Directors and/ or Key Managerial Personnel of the Company and their relatives, are directly or indirectly concerned or interested financially or otherwise in the resolution set out at Item No. 4 of the accompanying Notice.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 4 of the accompanying Notice for approval of the Members.

By Order of the Board For Hinduja Global Solutions Limited

Narendra Singh Company Secretary F4853

Place : Mumbai Date : August 29, 2023

ANNEXURE ‘A’ TO THE NOTICE

[Information pursuant to the Regulation 30 and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standard - 2 on General Meetings in respect of Director seeking re-appointment]

(Item No. 3 of the Notice)

Name of the Director	Mr. Partha DeSarkar
DIN	00761144
Date of Birth/Age	May17,1963 - 60years.
Date of first Appointment on the Board of Hinduja Global Solutions Limited (the ‘Company’ or ‘HGS’)	Director liable to retire by rotation and seeking reappointment.
Qualification	PGDM,M.Sc.IT & PhD in Management.
Brief resume and nature of expertise in functional areas.	Mr. Partha DeSarkar, is an Executive Director (Whole- time Director), of Hinduja Global Solutions Limited (“the Company”) for a period of five (5) years with effect from September 04, 2019, up to September 03, 2024 (both days inclusive). He joined the Company in 2003 and was Manager of the Company from April 2007 to September 03, 2019. He has been a part of the growth story of the Company. He has around 30 years of experience in customer service and operations across industries like Banking, Financial Services, Healthcare and Insurance. Prior to joining the Company, Mr. Partha DeSarkar has set up complex outsourcing projects in organizations like Deloitte Consulting, GE Capital International Services and Bank of America. He has set up and run operations for large remote processing centers in India to service international clients. He holds a postgraduate Diploma in Management from the Indian Institute of Management (IIM), Bangalore, and a Master ’s Degree in Technology from the Indian Institute of Technology (IIT), Chennai. He has a PhD in Management from the Indian Institute of Technology (IIT), Delhi. Mr. Partha DeSarkar has recently been appointed as the NASSCOM BPM Council Chairperson for the period 2019-21. He has been associated with NASSCOM D&I Council for many years.
Relationship between Directors/ KMP inter-se.	None
Name of the listed companies in which the person holds Directorships(excludingHGSL).	None
Memberships/ Chairmanship of Committees of theBoard of Listed Companies (includes only Audit Committee and Stakeholders Relationship Committee) (excluding HGS & its subsidiaries and Foreign entities).	None
Name of the listed entities from which the person has resigned inpast threeyears.	None

Number of meetings of the Board attended duringtheyear 2022-23.	Attended 11 Board Meetings of the Company.
Details of Shareholding of Non - Executive Director, including shareholding as a beneficial owner	Not applicable, since he is “Executive Director” of the Company.
Terms and conditions of appointment	Executive Director liable to retire byrotation.
Details of remuneration last drawn (for FY 2022-23)	Refer Report on Corporate Governance FY 2022-23
Details of remuneration sought to be paid in 2022-23	Sitting Fees and Commission as recommended by the NRC and approved bythe Board.

PROCEDURE FOR REMOTE E-VOTING

i) In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and as per Regulation 44 of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Company is providing e-voting facility through KFin Technologies Limited (‘KFintech’) on all resolutions set forth in this Notice, from a place other than the venue of the Meeting, to Members holding shares as on September 20, 2023, being the cut-off date fixed to determine eligible Members to participate in the remote e-voting process. The instructions for e-Voting are given below.
ii) As per the SEBI circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, and as part of increasing the efficiency of the voting process, e-voting process has been enabled to all individual shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants.
iii) Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service providers (ESPs) thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
iv) Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected] However, if he / she is already registered with KFintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.
v) In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”
vi) The details of the process and manner for remote e-Voting and joining virtual AGM are explained herein below:

Step 1: Login method for Individual shareholders holding securities in demat mode is given below:

Individual shareholders holding securities in demat mode with NSDL	Individual shareholders holding securities in demat mode with CDSL
1. User already registered for IDeAS facility: I. Visit URL: https://eservices.nsdl.com II. Click on the “Beneficial Owner” icon under “Login” Under ‘IDeAS’ section. III On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”. IV. Click on company name or e-Voting service provider (i.e. KFintech) and you will be re-	1. Existing user who have opted for Easi / Easiest: I. Visit URL:https://web.cdslindia.com/myeasinew/ home/login/ II. Click on New System Myeasi. III. Login with your registered user id and password. IV. User will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal. V. Click on e-Voting service provider name to cast your vote.

directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services: I. To register click on link: https://eservices.nsdl.com. II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirect Reg.jsp. III. Proceed with completing the required fields. IV. Follow steps given in points 1.	2. User not registered for Easi/Easiest: I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiR egistration II. Proceed with completing the required fields. III. Post registration is completed, follow the steps given in point 1.
3. Alternatively by directly accessing the e-Voting website of NSDL: I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. V. Click on company name or e-Voting service provider name and you will be redirected to KFintech e-Voting website for casting your vote during the remote e-Voting period.	3. Alternatively, by directly accessing the e-Voting website of CDSL: I. Visit URL: www.cdslindia.com II. Provide your demat Account Number and PAN No III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP, i.e. KFintech where the e- Voting is in progress. V. Click on company name and you will be redirected to KFintech e-voting website for casting your vote during the remote e-voting period.

directed to e-Voting service provider website for
casting the vote during the remote e-Voting
period.

2. User not registered for IDeAS e-Services:
I. To register click on link:
https://eservices.nsdl.com.
II. Select “Register Online for IDeAS” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirect
Reg.jsp.
III. Proceed with completing the required fields.
IV. Follow steps given in points 1.

2. User not registered for Easi/Easiest:
I. Option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiR
egistration
II. Proceed with completing the required fields.
III. Post registration is completed, follow the steps
given in point 1.

3. Alternatively by directly accessing the e-Voting
website of NSDL:
I. Open URL: https://www.evoting.nsdl.com/
II. Click on the icon “Login” which is available under
‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account
number held with NSDL), Password / OTP and a
Verification Code as shown on the screen.
IV. Post successful authentication, you will be
redirected to NSDL Depository site wherein you can
see e-Voting page.
V. Click on company name or e-Voting service
provider name and you will be redirected to
KFintech e-Voting website for casting your vote
during the remote e-Voting period.

3. Alternatively, by directly accessing the e-Voting
website of CDSL:
I. Visit URL: www.cdslindia.com
II. Provide your demat Account Number and PAN No
III. System will authenticate user by sending OTP on
registered Mobile & Email as recorded in the demat
Account.
IV. After successful authentication, user will be
provided links for the respective ESP, i.e. KFintech
where the e- Voting is in progress.
V. Click on company name and you will be redirected
to KFintech e-voting website for casting your vote
during the remote e-voting period.

Individual Shareholders (holding securities in demat mode) login through their depository participants.

I. You can also login using the login credentials of your demat account through your demat accounts / websites of Depository Participants registered with NSDL /CDSL for e-Voting facility.
II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
III. Click on options available against company name or e-Voting service provider – KFintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned websites of Depositories / Depository Participants.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Members facing any technical issue - NSDL	Members facing any technical issue - CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at : 18001020990 or 1800224430	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or call the toll free number 022-23058738 or 022-23058542-43

Step 2: Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

A. Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://evoting.kfintech.com.
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) ‘7623’ followed by folio number. In Case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existingUser ID and password for casting the vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (AZ), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the “EVEN” i.e. 7623” and click on “Submit”.
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cutoff Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
viii. Members holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.

ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/ Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., authorizing its representative to attend the AGM through VC on its behalf and to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_Even No.”
B. Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:
i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, may follow the process detailed below for registration of email ID to obtain the report and update of bank account details for the receipt of dividend:

Type of Holder	Process to be followed	Process to be followed
Physical	For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, KFin Technologies Limited either by email to [email protected] or by post to KFin Technologies Limited, Unit: Hinduja Global Solutions Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,SerilingampallyMandal,Hyderabad-500 032
	Form for availing investor services to register PAN, email address, bank details and other KYC details or changes / update thereof for securities held inphysical mode	Form ISR-1
	Update of signature of securities holder	Form ISR-2
	For nomination as provided in Rule 19(1) of the Companies (Share Capital and Debentures)Rules,2014	Form SH-13
	Declaration to opt out of Nomination	Form ISR-3
	Cancellation of nomination by the holder(s) (along with ISR- 3) /Change of nominee	Form SH-14
	Form for requesting issue of duplicate certificate and other service requests for shares / debentures / bonds, etc., held inphysical form	Form ISR-4
Demat	Please contact your DP and register your email address and bank account details in your demat account,asper theprocess advised by your DP

ii. Alternatively, member may send an e-mail request at the email id [email protected] along with scanned signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
iii. After receiving the e-voting instructions, please follow steps given to cast your vote by electronic means.

INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC

i) Member will be provided with a facility to attend the AGM on Wednesday, September 27, 2023 at 4.00 p.m. IST through VC/ OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/ KFintech.

After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

ii) Facility for joining AGM though VC/ OAVM shall open atleast 15 minutes before the commencement of the Meeting.

Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22. Members will be required to grant access to the webcam to enable VC/ OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

iii) As the AGM is being conducted through VC/ OAVM, for the smooth conduct of proceedings of the AGM, Members may express their views/ send their queries in advance mentioning their name, demat account number/ folio number, email id, mobile number at: [email protected]. Questions/ queries received by the Company till Saturday, September 23, 2023 shall be considered and responded during the AGM.
iv) The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC/ OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
v) A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
vi) Facility of joining the AGM through VC/ OAVM shall be available for at least 2000 members on first come first served basis. However, FIFO entry into AGM for large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. is not restricted.

Members who need assistance before or during the AGM, can contact KFinTech on [email protected] or call on toll free number 1800-309-4001. Kindly quote your name, DP ID-Client ID / Folio No. and e-voting Event Number in all your communications.

GENERAL INSTRUCTIONS

i) Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings. kfintech.com and login through the user id and password provided in the mail received from Kfintech. On successful login, select ‘Speaker Registration’ which will be opened from September 23, 2023 to September 26, 2023. Those Members who have registered themselves as a speaker will only be allowed to speak/ express their view/ ask questions during the AGM provided they hold shares as on the cut-off date. The Company reserves the right to restrict the number of speaker, depending on the availability of time for the AGM.
ii) In case of any query and/ or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com OR contact at [email protected], or Mr. Prem Kumar Nair KV, Manager – Corporate Registry, KFIN Technologies Limited Selenium, Tower B, Plot No. 31- 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana – 500 032 or at email id [email protected] or call KFin’s toll free No. 1-800-309-4001 for any further clarifications.
iii) In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”
iv) In case a person (a person holding shares in physical mode and non-individual holders) has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting i.e., September 20, 2023, he/she may obtain the User ID and Password in the manner as mentioned below:
a) If the mobile number of the member is registered against Folio No./ DP ID Client ID, member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399 Example for NSDL:
1. MYEPWD IN12345612345678

Example for CDSL:

MYEPWD 1402345612345678

Example for Physical:

  3. MYEPWD <SPACE> XXXX1234567890

b) If e-mail address or mobile number of the member is registered against Folio No./ DP ID Client ID, then on the home page of https://evoting.kfintech.com/ , the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
c) Members who may require any technical assistance or support before or during the AGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at [email protected]
v) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the e- votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and submit, not later than 2 working days from the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or any person authorized by him who shall counter sign the same.
vi) The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.hgs.cx and on the website of KFin at https://evoting.kfintech.com immediately after the Result is declared by the Chairman or any other person authorized by him and shall be simultaneously communicated to the National Stock Exchange of India Limited and BSE Limited, where the Equity shares of the Company are listed. The Results shall also be displayed on the Notice Board at the Registered Office and Corporate Office of the Company.

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Hinduja Global Solutions Limited AGM Information 2023

60475_rns_2023-09-03_bd30c865-bd91-4e95-9e24-56689078b80c.pdf

Scrip Code: 532859 Symbol: HGS

Sub: Notice of 28[th] Annual General Meeting to be held on Wednesday, September 27, 2023

For Hinduja Global Solutions Limited