Hinduja Global Solutions Limited — Capital/Financing Update 2021

Aug 9, 2021

August 09, 2021

BSE Limited Corporate Relations Department P.J. Towers, Dalal Street, Mumbai - 400 001. Scrip code: 532859

National Stock Exchange of India Limited "Exchange Plaza", Bandra Kurla Complex, Bandra (E), Mumbai - 400 051. Symbol: HGS

Dear Sir/ Madam.

Sub: Outcome of Board meeting held on August 09, 2021

Ref.: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/2/2015 dated September 09, 2015.

Kindly take note that the Board of Directors of Hinduja Global Solutions Limited (the "Company"), in its meeting held on August 09, 2021/today, has approved the sale of its healthcare services business ("HS Business") to wholly owned subsidiaries of Betaine BV ("Investor"), which is owned by funds affiliated with Baring Private Equity Asia."

In this regard, the Board approved the following:

$(i)$ the sale of the Company's HS Business to wholly owned subsidiaries of the Investor, by way of (a) a slump sale of the healthcare services business undertaking of the Company in India and its Philippines branch on a going concern basis; and (b) a transfer of the entire shareholding of the Company in HGS Healthcare LLC, HGS AxisPoint LLC, HGS EBOS LLC and HGS Colibrium LLC, and (c) sale as a going concern of the healthcare services business of Team HGS Limited, Jamaica.

The sale of the HS Business to the Investor has been agreed for an aggregate enterprise value of US $ 1,200,000,000 subject to adjustments.

The Board has also approved execution of definitive agreements to effect such sale which provide, inter-alia, the understanding between the parties thereto with respect to the sale of the HS Business conducted by the Company and its subsidiaries to the Investor and related matters; and

$(ii)$ seeking shareholders' approval for the proposed sale by way of a special resolution.

The proposed transaction is subject to completion of conditions precedent including regulatory approvals and approval of the shareholders of the Company.

As required under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, the requisite information is enclosed herewith as Annexure A.

The aforesaid information will also be disclosed on the website of the Company.

This is for your information and records.

Thanking You.

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Yours faithfully. For Hinduja Global Solutions Limited

Company Secretary & Compliance Officer

Encl: As above

HINDUJA GLOBAL SOLUTIONS LIMITED

Regd. Office: Hinduia House, No. 171, Dr. Annie Besant Road, Worli, Mumbai - 400 018. India. Telephone: 91-022-2496 0707, Fax: 91-22-2497 4208, Website: www.teamhgs.com Corporate Office: Gold Hill Square Software Park, No. 690, 1st Floor, Hosur Road, Bommanahalli, Bengaluru - 560 068. India. Telephone: 9-8064 9000/4643 1222 Corporate Identity Number.L92199MHI995PLC084610

Annexure A

Details which a listed entity needs to disclose for Sale or disposal of unit(s) or division(s) or subsidiary of the listed entity under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Sr.No.	Particulars	Description
1.	The amount and percentage of theturnover or revenue or income andnet worth contributed by such unit ordivision of the listed entity duringthe last financial year	Percentage and amount contributed by healthcareservicesbusiness("HSBusiness ")intheconsolidated turnover/ revenue/ income of HindujaGlobal Solutions Limited as on March 31, 2021:HS Revenues : Rs 29,700 mn i.e. 53.1% of HGSL
		Consolidated RevenuesPercentage and amount contributed by HS Businessin the consolidated net worth of the Company as onMarch 31, 2021:
		Amount: Rs 4,858 mn i.e. around 23.3% ofHGSL consolidated net worth*
		*Being a carveout, net worth based on value of netassets of the healthcare services business beingtransferred
2.	Date on which the agreement forsale has been entered into	August 09, 2021
3.	The expected date of completion ofsale/disposal	Subject to completion or waiver of the conditionsprecedent, including obtaining any statutory andregulatory approvals, by the parties and in accordancewith the other provisions of the definitive documents,the transaction is expected to be completed within 60to 90 days from the execution date.
4.	Consideration received from suchsale/disposal	An aggregate enterprise value of US $ 1,200 mmpayable upon completion of the sale, subject to certainadjustments.
5.	Brief details of buyers and whetherany of the buyers belong to thepromoter/ promoter group/groupcompanies. If yes, details thereof	BETAINE B.V., a private company with limitedliability incorporated under the laws of theNetherlands and having its registered office atHerikerbergweg 88, 1101CM Amsterdam, theNetherlands, through its wholly owned subsidiaries.
		The Buyer is wholly owned by funds affiliated withBaring Private Equity Asia (BPEA), one of Asia'slargest private alternate investment firms, with assetsunder management of US$ 23 bn

HINDUJA GLOBAL SOLUTIONS LIMITED

Regd. Office: Hinduja House, No. 171, Dr. Annie Besant Road, Worli, Mumbai - 400 018. India. Telephone: 91-022-2496 0707, Fax: 91-22-2497 308. Website: www.teamhgs.comCorporate Office: Gold Hill Square Software Park, No. Corporate Identity Number.L92199MHI995PLC084610

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		The Buyer does not belong to the promoter/ promotergroup/group companies of the Company.
6.	Whether the transaction would fallwithin related party transactions?If yes, whether the same is done at"arms length"	Not applicable. The transaction is not a related partytransaction.
Additional disclosure (In case of a slump sale)
7.	Name of the entity(ies) formingpart of the amalgamation/ merger,details in brief such as, size,turnover etc.;	Hinduja Global Solutions Limited is a global leaderbusiness process management (BPM) andin.optimizing the customer experience lifecycle. HGS ishelping make its clients more competitive every day.HGS combines technology-powered services inautomation, analytics and digital with domainexpertise focusing on back office processing, contactcenters and HRO solutions.For the year ended March 31, 2021, HGS had
		revenues of Rs. 55,889 million (US$ 753.9 million).Buyer
		The Buyer is wholly owned by funds affiliated withBaring Private Equity Asia (BPEA), one of Asia'slargest private alternate investment firms, with assetsunder management of US$ 23 bn
8.	Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at	Not applicable.The transaction is not a related party transaction.
	"arms length"
9.	Area of business of the entity(ies)	Healthcare business process management
10.	Rationale	The divestment of the Healthcare Services business ispart of a strategic plan to unlock value for all HGSstakeholders
11.	In case of cash consideration -amount or otherwise shareexchange ratio;	Kindly refer sl. No. 4
12.	Briefdetailsofchangeinshareholding pattern (if any) oflisted entity.	Nil

avent

HINDUJA GLOBAL SOLUTIONS LIMITED

Regd. Office: Hinduja House, No. 171, Dr. Annie Besant Road, Worli, Mumbai - 400 018. India. Telephone: 91-022-2496 0707, Fax: 91-22-2497-028. Website: www.teamhgs.comCorporate Office: Gold Hill Square Software Park, No. Corporate Identity Number.L92199MHI995PLC084610