July 30, 2022

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BSE Limited National Stock Exchange of India Limited 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 Sir/ Madam,

Sub: Notice of Meeting of the Equity Shareholders of Hinduja Global Solutions Limited convened as per directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its Order dated July 29, 2022, to consider and approve the Scheme of Arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders under the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013.

This is in continuation to our letter dated July 29, 2022.

We wish to inform you that the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its Order dated July 29, 2022, has, inter-alia, directed to convene the meeting of the Equity Shareholders of Hinduja Global Solutions Limited on Friday, September 2, 2022 at 1:00 p.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018, to consider and approve, with or without modifications, the Scheme of Arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders (“Scheme of Arrangement”) under the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (“the Act”).

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and in compliance with Section 230(3) of the Companies Act, 2013 and other application provisions of the SEBI Listing Regulations and the Act, if any, we wish to enclose herewith copy of the Notice convening the Meeting of the Equity Shareholders of Resulting Company along with the Explanatory Statement and other annexures which are being sent to the Equity Shareholders of the Company under the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013.

The Company has provided voting facility through remote e-voting and voting during the Meeting at the venue to the Equity Shareholders of the Company in respect of the resolution proposed to be passed at the Meeting. The remote e-voting will commence on Monday, August 29, 2022 at 9.00 a.m. (IST) and will end on Thursday, September 1, 2022 at 5:00 p.m. (IST). A person 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. Friday, August 26, 2022 shall be entitled to avail the facility of remote e-voting as well as voting at the Meeting. The detailed manner of casting vote through e-voting has been set out in the Notice of the Meeting.

The Notice of the Meeting along with the explanatory statement and other annexures is being sent through electronic mode to those Equity Shareholders whose e-mail IDs are registered with the Company / Depositories and a physical copy of the same is being sent to all other Equity Shareholders at their registered addresses.

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The said Notice along with the explanatory statement and other annexures is also being made available on the website of the Company at www.hgs.cx and on the website of KFin Technologies Limited, Registrar & Transfer Agent of the Company at https://evoting.kfintech.com

Kindly take the above on records.

For Hinduja Global Solutions Limited

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Narendra Singh Company Secretary F4853

Encl: As above

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HINDUJA GLOBAL SOLUTIONS LIMITED

CIN: L92199MH1995PLC084610

Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018 Tel.: +91 22-2496 0707 | E-mail Id: [email protected] | Website: www.hgs.cx

NOTICE TO EQUITY SHAREHOLDERS

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF HINDUJA GLOBAL SOLUTIONS LIMITED CONVENED PURSUANT TO THE ORDER DATED JULY 29, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Meeting of the Equity Shareholders of Hinduja Global Solutions Limited	Meeting of the Equity Shareholders of Hinduja Global Solutions Limited
Day	Friday
Date	September 2, 2022
Time	1.00 p.m.
Venue	Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018

Venue	Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018
Remote E-voting
Cut-Off date	Friday, August 26, 2022
Start Date	Monday, August 29, 2022 at 9.00 a.m. (IST)
End Date	Thursday, September 1, 2022 at 5.00 p.m. (IST)

Venue Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018	Venue Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018	Venue Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018	Venue Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018
Remote E-voting
Cut-Off date		Friday, August 26, 2022
Start Date		Monday, August 29, 2022 at 9.00 a.m. (IST)
End Date		Thursday, September 1, 2022 at 5.00 p.m. (IST)
INDEX
Sr. No.	Contents		Page No.
1	Notice convening meeting of the Equity Shareholders of Hinduja Global Solutions Limited as per the directions of Hon’ble National Company Law Tribunal, Mumbai Bench.		3 - 9
2	Explanatory Statement under Sections 230 - 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder; and details & information as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).		10 - 22
3	Annexure A Scheme of Arrangement between NXTDIGITAL Limited(“Demerged Company”)and Hinduja Global Solutions Limited(“Resulting Company”)and their respective shareholders (“Scheme”) under Sections 230-232 and other applicable provisions of the Companies Act, 2013.		23 - 38
4	Annexure B-1 Valuation Reports, along with its annexures, both dated February 17, 2022, issued by Independent Valuers i.e. M/s KPMG Valuation Services LLP and M/s SSPA & Co., Chartered Accountants.		39 - 74
5	Annexure B-2 Fairness Opinion Report dated February 17, 2022 issued by Motilal Oswal Investment Advisors Limited, Merchant Banker on the Valuation reports issued by M/s. KPMG Valuation Services LLP and M/s. SSPA & Co., Chartered Accountants, both dated February 17, 2022.		75 - 81
6	Annexure C-1 Report adopted by the Board of Directors of the Demerged Company explaining effect of the Scheme on Equity Shareholders (promoters and non-promoters shareholders), Key Managerial Personnel, and Directors, laying out particulars of the share entitlement ratio.		82 - 84

7	Annexure C-2 Report adopted by the Board of Directors of the Resulting Company explaining effect of the Scheme on Equity Shareholders (promoters and non-promoters shareholders), Key Managerial Personnel, and Directors, laying out particulars of the share entitlement ratio.	85 - 87
8	Annexure D Reports on Complaints dated March 29, 2022 and April 7, 2022 submitted by the Company to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) respectively and uploaded on the Company’s website.	88 - 91
9	Annexure E Observation Letters from BSE and NSE, both dated May 31, 2022 conveying no adverse objection to the Scheme.	92 - 97
10	Annexure F-1 Audited Standalone and Consolidated Financial Results of Demerged Company for the year ended March 31, 2022 with Independent Auditor’s Reports thereon, issued by Statutory Auditors.	98 - 117
11	Annexure F-2 Audited Standalone and Consolidated Financial Results of Resulting Company for the fnancial year ended March 31, 2022 with Independent Auditor’s Report thereon, issued by Statutory Auditors.	118 - 135
12	Annexure G Pre and post-shareholding pattern of the Demerged Company and the Resulting Company.	136 - 139
13	Annexure H Summary of Valuation Report.	140
14	Route Map of the Venue of Meeting	141
15	Proxy Form in Form MGT-11.	Enclosed (loose leaf insertion)
16	Attendance Slip	Enclosed (loose leaf insertion)

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. C.A.(CAA)/155/2022

In the matter of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013

And

In the matter of Scheme of Arrangement between NXTDIGITAL Limited (“ Demerged Company ”) and Hinduja Global Solutions Limited (“ Resulting Company ”) and their respective shareholders.

Hinduja Global Solutions Limited , a company ) incorporated under the provisions of the Companies Act, 1956 and an existing company under the Companies ) …… Resulting Company / Company Act, 2013, having its registered office at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai 400018 )

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE RESULTING COMPANY PURSUANT TO THE ORDER DATED JULY 29, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To,

The Equity Shareholders of Hinduja Global Solutions Limited

NOTICE is hereby given that by an Order dated July 29, 2022 in the Company Scheme Application C.A.(CAA)/155/2022, the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Hon’ble NCLT ”) has directed to convene a meeting of the Equity Shareholders of the Resulting Company, for the purpose of considering, and if thought fit, approving with or without modifications, the Scheme of Arrangement between NXTDIGITAL Limited (“ Demerged Company ”) and Hinduja Global Solutions Limited (“ Resulting Company ”) and their respective shareholders (“Scheme of Arrangement”) under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 .

In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of the equity shareholders of the Company will be held on Friday, September 2, 2022 at 1:00 P.M at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018. The equity shareholders of the Resulting Company are requested to attend the meeting, to consider and if thought fit, to approve with or without modification(s) the following resolution:

To consider and approve the Scheme of Arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders under Sections 230-232 and other applicable provisions, if any, of the Companies Act, 2013.

“RESOLVED THAT pursuant to the provisions of Sections 230 – 232 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications, or re-enactments or amendments thereof, for the time being in force) and the rules, circulars, notifications made thereunder, and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and applicable regulations of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ) as amended from time to time and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench ( “Hon’ble NCLT” ) and subject to such other approvals, consents, permissions or sanctions of regulatory and other authorities, as may be necessary and subject to conditions and modifications, if any, as may be prescribed, stipulated or imposed by Hon’ble NCLT or by any regulatory or other authorities, from time to time, while granting such approvals, consents, permissions or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include Committee constituted by the Board at their meeting held on January 14, 2022), the arrangement embodied in the Scheme of Arrangement between NXTDIGITAL Limited(“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders ( “Scheme” ) as placed before this meeting and initialled by Mr. Narendra Singh, Company Secretary for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authority(ies) under the law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper”.

A copy of the Scheme and of the Explanatory Statement under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index to this Notice, are enclosed herewith. A copy of this Notice and the accompanying documents are uploaded on the website of the Company www.hgs.cx and are also available on the websites of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com and also on the website Company’s Registrar KFin Technologies Limited at https://evoting.kfintech.com

Copy of the said Notice and Explanatory Statement under Section 230 of the Companies Act, 2013 can be obtained free of charge available at the Registered Office of the Company.

Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Company at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra not later than 48 hours before the meeting. The form of proxy can be obtained free of charge from the Registered Office of the Company. All alterations made in the form of proxy should be initialled.

The Hon’ble NCLT has appointed Ms. Bhumika Batra, Independent Director Authorized by the Resulting Company and failing her Mr. Sudhanshu Tripathi, Non-Executive Director of the Resulting Company shall be the Chairperson of the meeting.

The above mentioned Scheme, if approved by the Equity Shareholders, will be subject to the subsequent approval of the Hon’ble NCLT.

In compliance with the order issued by Hon’ble NCLT dated July 29, 2022 (“ NCLT Order ”) and the provisions of Section 230(4), read with Section 108 of the Companies Act, 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by Securities and Exchange Board of India (“ SEBI ”), the Company has provided the facility of voting by Remote E-voting so as to enable the equity shareholders to consider and approve the Scheme of Arrangement. Accordingly, voting by Equity Shareholders of the Company to the Scheme of Arrangement shall be carried out through (i) Remote E-voting; and (ii) Poll at the venue of the Meeting.

Take further notice that each equity shareholder can opt for only one mode of voting i.e. either at the venue of the meeting of the equity shareholders of the Company or by Remote E-voting. If an equity shareholder has opted for Remote E-voting, then such equity shareholder shall not be entitled to vote at the venue of the meeting or vice-versa. However, in case equity shareholders cast their vote both through Remote E-voting and also at the venue, then voting through Remote E-voting shall prevail and voting done at the venue shall be treated as invalid. However, such equity shareholder can attend the meeting. It is further clarified that votes may be cast personally or by proxy at the meeting as provided in this Notice.

Bhumika Batra (DIN : 03502004) Chairman appointed by the Hon’ble NCLT For the meeting of Equity Shareholders of Hinduja Global Solutions Limited

Place: Mumbai Date : July 29, 2022

NOTES:

The Hon’ble NCLT by its Order dated July 29, 2022 has directed that a meeting of the equity shareholders of the Resulting Company shall be convened and held on Friday, September 2, 2022 at 1:00 P.M . at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018 for the purpose of considering, and if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme. Equity shareholders would be entitled to vote in the said meeting either in person or through proxy.
In addition, the Company is seeking the approval of its equity shareholders to the Scheme by way of voting through Remote E-voting in compliance with the provisions of Regulations 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by Securities and Exchange Board of India (“ SEBI ”), and Section 108 of the Companies Act, 2013 & the Rules made thereunder.
The Explanatory Statement pursuant to Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and SEBI circulars, as amended, is enclosed herewith and forms part of this Notice.
AN EQUITY SHAREHOLDER OF THE RESULTING COMPANY ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 (FORTY-EIGHT) HOURS BEFORE

THE COMMENCEMENT OF THE MEETING.

The equity shareholders of the Resulting Company whose names are appearing in the records of the Resulting Company as on August 26, 2022, being the cut-off date, shall be eligible to attend and vote. Only registered equity shareholders of the Resulting Company may attend and vote (either in person or by proxy or by authorised representative under the applicable provisions of the Companies Act, 2013) at the equity shareholders’ meeting. The authorised representative of a Body Corporate which is a registered equity shareholder of the Resulting Company may attend and vote at the meeting of the equity shareholders of the Company provided a certified true copy of the resolution of the Board of Directors or other governing body of the Body Corporate authorising such representative to attend and vote at the meeting of the equity shareholders of the Resulting Company, is deposited at the Registered Office of the Resulting Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the equity shareholders of the Resulting Company.
As per Section 105 of the Companies Act, 2013 and the rules made thereunder, a person can act as proxy on behalf of not more than 50 (fifty) equity shareholders holding in aggregate, not more than 10% (ten percent) of the total share capital of the Company carrying voting rights. Equity shareholders holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other equity shareholders.
The Form of proxy can be obtained free of charge from the Registered Office of the Company or can be downloaded from the website of the Company www.hgs.cx. All alterations made in the form of proxy should be initialled.
During the period beginning 24 (twenty-four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, an equity shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than 3 (three) days of notice in writing is given to the Company.
A registered equity shareholder or his proxy, attending the meeting, is requested to bring the copy of the Notice to the meeting and produce the Attendance Slip, duly filled-in and signed, at the entrance of the venue of meeting.
The registered equity shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Company / list of beneficial owners as received from National Securities Depository Limited (“ NSDL ”) / Central Depository Services (India) Limited (“ CDSL ”) in respect of such joint holding will be entitled to vote.
The Notice along with accompanying Explanatory Statement and all other annexures are being sent to all the Equity Shareholders by electronic mode whose e-mail addresses are registered with the Registrar and Transfer Agents of Company/ Depository Participant(s) for communication purpose unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copy is being sent by the permitted mode.

Any Equity Shareholder is desirous of obtaining hard copy of the Notice and the accompanying documents i.e. Scheme and statement under sections 230-232 read with section 102 and all other applicable provisions of the Act and Rule 6 of the CAA Rules etc. request may be sent to the Company’s email at [email protected] mentioning their Folio No. / DP IDClient ID or send written communication to the Registered Office of the Company.

The documents referred to in the Notice and accompanying Explanatory Statement shall be open for inspection by the equity shareholders at the Registered Office of the Company between 11:00 a.m. to 1:00 p.m. on all working days (Monday to Friday) up to the date of the meeting.
The Company has engaged the services of KFin Technologies Limited, Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad - 500 032, E-mail: [email protected] Ph: 1800-309-4001 (Toll free) for facilitating e-voting.

The Notice convening the meeting, the date of dispatch of the Notice and the Explanatory Statement amongst others, will be published through advertisement in the following newspapers, namely, (i) “ Business Standard ” in the English language; and (ii) “ Sakal ” in the Marathi language.
Ms. Amrita D. C. Nautiyal, Practicing Company Secretary, (CP No. 7989) (Membership No. FCS 5079) of M/s. Amrita Nautiyal & Associates 1, Bina Shopping Centre, M.V. Road, Andheri-East, Mumbai - 400 069, Tel: 022 2683 0079/80 | Mobile: +91 986 746 6887, E-mail: [email protected], has been appointed as the Scrutinizer under the Order of the Hon’ble NCLT dated July 29, 2022 to conduct the E-voting process in a fair and transparent manner.
In compliance with the provisions as stated hereinabove, the Company is pleased to offer remote E-voting facility to its equity shareholders holding equity shares as on August 26, 2022, being the cut-off date, to exercise their right to vote on the above resolution. A person, whose name is not recorded in the Register of Members or in the Register of Beneficial Owners maintained by NSDL/CDSL as on the cut-off date i.e. August 26, 2022 shall not be entitled to facility of remote E-voting or voting at the meeting to be held on September 2, 2022. Voting rights shall be reckoned on the paid-up value of the equity shares registered in the names of the equity shareholders as on August 26, 2022. Persons who are not equity shareholders of the Company as on the cut-off date should treat this Notice for information purposes only.
Any person, who acquires shares of the Company and becomes an equity shareholder of the Company after dispatch of the Notice and holds shares as of the cut-off date i.e. August 26, 2022 may obtain the User ID and Password by sending a request at [email protected]. However, if such person is already registered with KFin for Remote E-voting, then he / she can use his /her existing USER ID and Password for casting his / her votes.
The Scrutinizer will submit her report to the Chairperson after completion of the scrutiny of the e-votes and the ballot / polling paper submitted by the equity shareholders. The scrutinizer’s decision on the validity of the votes shall be final. Subject to receipt of requisite majority of votes in favour of the Scheme i.e., majority in number representing three-fourth in value (as per sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.
The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the Scrutinizer’s Report. The results declared, along with the Scrutinizer’s Report, shall be displayed on the notice board of Registered Office of the Company and hosted on the Company’s website at www.hgs.cx and on the website of KFin: https://evoting.kfintech.com immediately after the result is declared. The Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited and National Stock Exchange of India Limited, the stock exchanges where the Company’s equity shares are listed.

The equity shareholders have the option either to vote through remote E-voting process or voting at the venue of the Meeting.

INSTRUCTIONS FOR ELECTRONIC VOTING BY EQUITY SHAREHOLDERS

(E-voting Event No. 6778)

Voting through Electronic mean:

In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by Securities and Exchange Board of India (“ SEBI ”), Section 108 of the Act and the Rules made thereunder, the Members are provided with the facility to cast their votes electronically. The Company has engaged the services of KFin Technologies Limited, Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad - 500 032, E-mail: [email protected] 1800-309-4001 (Toll free) for providing E-voting facility to its Members.

The remote E-voting period commences on August 29, 2022 at 9.00 a.m. (IST) and ends on September 1, 2022 at 5:00 p.m. (IST). During this period, the Members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date August 26, 2022 may cast their vote. The E-voting module shall be disabled by KFin for voting after 5:00 p.m. on September 1, 2022. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast their vote again.

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 of August 26, 2022.

The detailed process, instructions and manner for casting your votes through E-voting is provided herein below:

PROCEDURE FOR REMOTE E-VOTING

i) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFin Technologies Limited (‘KFin’), on the resolution set forth in this Notice.
ii) Pursuant to SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process.

Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their Mobile No. and e-mail ID with their DPs to access e-Voting facility.

iii) The details of the process and manner for remote e-Voting are explained herein below:
A. Login method for remote e-Voting for individual shareholders holding securities in demat mode.

Mode of e-Voting	through depositories(login method)	through depositories(login method)	through depository Participant (s)
	NSDL	CDSL
Individual Shareholders holding securities in demat mode	1) user already registered for ideaS facility: i) Visit URL: https://eservices.nsdl.com ii) Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section. iii) On the new page, enter User ID and Pass- word. Post successful authentication, click on “Access to e-Voting” iv) Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2) members 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/ IdeasDirectReg.jsp iii) Proceed with completing the required felds. iv) Follow steps given in points 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.	1)existing members who have opted for easi/ easiest i) Visit URL: https://web.cdslin- dia.com/myeasi/home/login or URL: www.cdslindia.com ii) Click on New System Myeasi iii) Login with your registered user id and password. iv) The Members 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. 2) members not registered for easi/ easiest i) Option to register is available at https://web.cdslindia.com/ myeasi/Registration/Eas- iRegistration ii) Proceed with completing the required felds. iii) Follow the steps given in point 1	i) You can also login using the login credentials of your demat account through your DP 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 a u t h e n t i c a t i o n , 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 re- directed to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

mode of e-Voting	through depositories(login method)	through depositories(login method)	through depository Participant (s)
	NSDL	CDSL
	iii) A new screen will open. You will have to enter your User ID (i.e., your sixteen digit Demat Account No. held with NSDL), Password/OTP and verifcation code shown on the screen. iv) Post successful authentication, you will be requested to select the name of the company and the e-Voting Service Provider name, i.e.KFintech. v) On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period. 4)For any technical assistance: members may contact NSDL helpdesk by writing to [email protected] or calling the toll free no.:18001020990 or 1800224430.	3)alternatively, by directly accessing the e-Voting website of CDSL Visit URL: www.cdslindia.com i) Provide your demat Account Number and PAN No. ii) System will authenticate Members by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, Members will be provided links for the respective ESP, i.e.KFintech where the e-Voting is in progress. 4) For any technical assistance, members may contact CDSL helpdesk by writing to helpdesk.evoting@cdslindia. com or calling at 022-23058738or 022- 23058542-43.

B. Login method for e-Voting for shareholders other than individual’s 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) 6778, 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 existing User 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 (A- Z), 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., “6778” and click on “Submit”.
vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off 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).

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 Meeting on its behalf and to cast its vote together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [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 Notice of meeting and 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 Notice of the meeting etc. cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech. com/clientservices/mobilereg/mobileemailreg.aspx

Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].

Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the 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 Notice, Explanatory Statement and the voting instructions.

ii) After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
C. 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.karvy. com or contact Mr. Premkumar Nair [Unit: NXTDIGITAL Limited] at KFin Technologies Limited, Selenium Tower, B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032 or at [email protected] or phone no. 040 – 6716 2222 or call KFin’s toll free No. 1-800-34-54-001 for any further clarifications.

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. C.A.(CAA)/155/2022

In the matter of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013

And

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTIONS 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Pursuant to the order dated July 29, 2022, passed by the Hon’ble National Company Law Tribunal, Bench, at Mumbai ( “Hon’ble NCLT” ), in Company Application No. C.A.(CAA)/155/2022 ( “Order” ), a meeting of the equity shareholders of Hinduja Global Solutions Limited( “Resulting Company” or “Company”) is being convened on Friday, September 2, 2022 at 1:00 p.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400018, for the purpose of considering, and if thought fit, approving, with or without modifications, Scheme of Arrangement between NXTDIGITAL Limited ( “Demerged Company”) and Hinduja Global Solutions Limited ( “Resulting Company”) and their respective shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013.

The Hon’ble NCLT has appointed Ms. Bhumika Batra, Independent Director of the Resulting Company to be the Chairperson of the meeting and failing her Mr. Sudhanshu Tripathi, Non-Executive Director of the Resulting Company shall be the Chairperson of the meeting of Equity Shareholders of Resulting Company.

This statement is being furnished as required under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( “Rules” ).

As stated earlier, the Hon’ble NCLT by the said Order has, inter-alia , directed that a meeting of the equity shareholders of the Resulting Company shall be convened and held at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400018, on September 2, 2022 at 1:00 p.m. for the purpose to consider, and if thought fit, to approve, with or without modifications Scheme of Arrangement between NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013. Equity Shareholders would be entitled to vote in the said meeting either in person or through proxy. In addition, the Company is seeking the approval of its equity shareholders to the Scheme by way of E-voting.

In accordance with the provisions of Sections 230 - 232 of the Companies Act, 2013, the Scheme shall be acted upon only if, a majority in number representing three fourths in value of the equity shareholders of the Company voting in person or by proxy or by remote E-voting agree to the Scheme.

In addition, the Company is seeking the approval of its equity shareholders to the Scheme by way of remote E-voting. Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 issued by the Securities and Exchange Board of India( “SEBI” ), inter-alia , provides that since, the Applicant Company is seeking the approval of its equity shareholders (which includes Public Shareholders) to the Scheme by way of voting through E-voting, this notice will be deemed to be (i) issued in accordance with the provisions of the Companies Act, 2013; and (ii) the notice sent to the Public Shareholders of the Company in accordance with the SEBI Circular. For this purpose, the term “Public” shall have the meaning assigned to it in rule2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

Background

1. Details of the Demerged Company

kground Details of the Demerged Company
a) Corporate Identifcation Number (CIN) of the company	L51900MH1985PLC036896
b) Permanent Account Number	AAACH2058N
c) Name of the company:	NXTDIGITAL Limited
d) Date of incorporation	July 18, 1985
e) Type of the company (whether public or private or one- person company)	Public Limited Company
f) Registered offce address and e-mail address:	Registered offce address: In Centre, 49/50, MIDC,12thRoad, Andheri (East), Mumbai – 400093 Email: [email protected]
g) Summary of main object as per the memorandum of association; and main business carried on by the Company	Demerged Company is engaged in the business Media and Communications consisting of Cable TV, Headend-In-The-Sky (HITS) platform, Real Estate, Dark Fiber Leasing business and has close to 4,000 Kilometres of underground and overhead Dark Fiber network across the country.
h) Details of change of name, registered offce and objects of the company during the last fve years;	The name of the Demerged Company was changed from ‘Hinduja Ventures Limited’ to ‘NXTDIGITAL Limited’ on October 25, 2019 and since then, there has been no further change in the name of the Demerged Company.
i) Name of stock exchanges where shares of Company are listed	The equity shares of the Demerged Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

2. The Share Capital of Demerged Company as on June 30, 2022 is as follows:

The Share Capital of Demerged Company as on June 30, 2022 is as follows:	The Share Capital of Demerged Company as on June 30, 2022 is as follows:
NXTDIGITAL Limited
Particulars	Amount(Rupees)
Authorized Capital
870,00,000 equityshares of Rs 10 each	87,00,00,000
30,00,000preference shares of Rs 10 each	3,00,00,000
1,000 9.50% Preference shares of Rs 100 each	1,00,000
Total	90,01,00,000
Issued, Subscribed and Paid – up Capital
33,671,621 equityshares of Rs. 10 each	33,67,16,210
Total	33,67,16,210

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Demerged Company.

3. Names and Address of the promoter of Demerged Company

Sr. No	Name of Promoters	Address	*Number of shares in Demerged Company (“NXTDIGITAL Limited”**	*% of shareholding in Demerged Company (“NXTDIGITAL Limited ”)**
1.	Mr. Ashok Parmanand Hinduja, Karta of S.P. Hinduja (HUF BIGGER)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	7,45,476	2.21
2.	Ms. Harsha Ashok Hinduja and Ms. Harsha Ashok Hinduja jointly with Ashok Parmanand Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	7,33,790	2.18

Sr. No	Name of Promoters	Address	*Number of shares in Demerged Company (“NXTDIGITAL Limited”**	*% of shareholding in Demerged Company (“NXTDIGITAL Limited ”)**
3.	Ms. Ambika Ashok Hinduja	Premises 328, Floor 03 Building 02, Dubai Design District, Dubai U A E P O Box 184194, 111111	2,65,862	0.79
4.	Mr. Shom Ashok Hinduja	Param Jamuna, Opp Ruia Park, Dr J R Mhatre Marg, Juhu, Mumbai 400049	2,10,010	0.62
5.	Mr. Ashok P Hinduja and Ashok P Hinduja jointly with Harsha Ashok Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,15,369	0.34
6.	Ms. Vinoo Srichand Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	61,065	0.18
7.	Mr. A P Hinduja, Karta of A.P Hinduja (HUF)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	81,490	0.24
8.	Ms. Shanoo S. Mukhi	C/O. Indu K. Chhabria, 90, Neeta Bldg., 621 Marine Drive, G. Road, Mumbai - 400002	955	0.002
9.	Hinduja Group Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,36,89,592	40.66
10.	Hinduja Group Limited jointly with Hinduja Realty Ventures Limited (as the demat account holder and partner of Aasia Exports)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	-	-
11.	Aasia Corporation LLP	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	-	-
12.	Hinduja Properties Limited	No 377 R.r. Complex, 3Rd Floor, Anna Salai, Teynampet, Chennai Tamilnadu 600018	2,12,843	0.63
13.	Hinduja Realty Ventures Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	24,88,509	7.39
14.	Hinduja Finance Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	-	-
15.	Amas Mauritius Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	31,70,530	9.42
Total			2,17,75,491	64.67

As on June 30, 2022

4. Details of Directors of Demerged Company i.e. NXTDIGITAL Limited

==> picture [504 x 68] intentionally omitted <==

----- Start of picture text -----

Name DIN Designation Address Number of % of
shares in shareholding
Demerged in Demerged
Company Company
(NXTDIGITAL (NXTDIGITAL
Limited) Limited)
----- End of picture text -----

Name	DIN	Designation	Address	Number of *shares in Demerged Company (NXTDIGITAL Limited)**	% of shareholding in Demerged Company (NXTDIGITAL Limited)*

Mr. Ashok P. Hinduja	00123180	Non- Executive Chairman	Param Jamuna J. R. Mhatre Marg, Juhu Mumbai 400049	1,15,369	0.34
Mr. Anil Harish	00001685	Independent Director	13, C.C.I. Chambers, Dinshaw Wacha Road, Churchgate, Mumbai 400020	-	-
Mr. Prashant Asher	00274409	Independent Director	32/34, Khatau Building, Modi Street Fort Mumbai 400001	125	0.0006
Mr. Munesh Khanna	00202521	Independent Director	Ground Floor, Beachwood House, JussawalaWadi, Oberoi Enclave, Juhu, Mumbai 400049	-	-
Ms. Bhumika Batra	03502004	Independent Director	32, Mody Street, 3rd Floor, Fort, Mumbai 400001	-	-
Mr. Sudhanshu Tripathi	06431686	Non- Executive Director	703, Casa Grande, 7th Floor S B Marg, Lower Parel West Mumbai 400013	-	-
Mr. Vynsley Fernandes	02987818	Managing Director & CEO	101, Sunamora, V-17, Dr. Peter Dias Road, Bandra (West), Mumbai – 400 050	-	-
Mr. Amar Chintopanth	00048789	Whole Time Director & CFO	1403 Tower 4, Raheja Tipco Heights, Rani Sati Marg, Malad (E), Mumbai- 400097	-	-

*As on June 30, 2022

5. Details of the Resulting Company

Details of the Resulting Company
Corporate Identifcation Number(CIN) of the company	L92199MH1995PLC084610
Permanent Account Number	AAACT1763A
Name of the company	Hinduja Global Solutions Limited
Date of incorporation	January 13, 1995
Type of the company (whether public or private or one-person company):	Public Limited Company
Registered offce address and e-mail address:	Registered offce address: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai 400018 Email: [email protected]

Summary of main object as per the Memorandum of Association; and main business carried on by the Company	Resulting Company is engaged in the business of Information Technology and Information Technology Enabled Services, business process outsourcing, knowledge process outsourcing, call centres and for that purpose to set out all facilities and infrastructure etc. in India and abroad. Detailed Main Objects of the Company are as under: 1. To construct, install, operate, design, fabricate, purchase, sell, import, export, trade, engineer, assemble, service, repair, exploit, convert, turn to account, rent out, maintain or in any other manner exploit, or deal in audio, video and /or date signal broadcasting, transmission and / or reception systems /networks or part/s thereof which may include but shall not be limited to wired/ wireless Cable TV Systems, Satellite Television Channels, Entertainment Channels in all languages, Educational Channels, Microwave Multichannel Distribution Systems (MMDS), MDS, Fibre Optic Systems, Laser Beam Systems, SMATV, Telephony, Personal Cellular Systems (PCS), data transmission / receptions by utilizing, using, hiring, chartering, renting or in any other manner exploiting Satellite Transponders, Satellite Transmission / reception, processing of video or any other kind of signals for audio and visual communications for information / education / entertainment purposes. 1a. To carry out and undertake all activities, business, etc relating to Information Technology (IT), Information Technology enabled Services (IteS), Business Process Outsourcing, Knowledge Process Outsourcing, Call Centers and for that purpose to set out all facilities and infrastructure etc in India and abroad. 1b. To develop, implement, manufacture, convert, alter, modify, export, import, purchase, sell or lease and otherwise deal in hardware, software and allied equipment including for Computer Aided Design/ Computer Aided Manufacturing/ Computer Integrated Manufacturing and Telecommunications and to install or hire computer and allied equipment and to run or conduct bureau of computer services and in particular to develop, design, programme, conduct feasibility studies and to act as advisors, consultants, retainers, trainers in all capacity and all matters and problems relating to management, marketing in India and abroad. 1c. To manufacture, develop, import, export, buy, sell, distribute, repair, convert, alter, modify, take or let on hire, lease and otherwise deal in all kinds of electronic articles, products and devices and their accessories, stores, spare parts, components, assemblies, and all kinds of instruments, apparatus, appliances, software and gadgets, and used for in connection with anyof the aforesaid in India and abroad.
	1d. To act as Internet Service providers to its subscribers subject to approval of Department of Telecommunications (DOT) / Telecommunications Regulatory Authority of India (TRAI) /other authorities as may be approved by the Government from time to time and to construct, install, operate, service, repair, exploit, convert, turn to account, rent out, maintain or in any other manner exploit or deal in audio, video and/ or date signal broadcasting, transmission and / or reception systems / or networks or part /s thereof which may include but shall not be limited to wired / wireless Cable T.V. systems, satellite Television Channels, Entertainment Channels in all languages, Educational Channels, Microwave Multichannel Distribution Systems(MMDS), MDS, Fibre Optic Systems, Laser Beam System, SMATV, Telephone, Personal Cellular Systems (PCS), Data Transmission / Receptions by utilizing, using, hiring, chartering, renting or in other manner exploiting satellite Transporters, Satellite Transmission/Reception, Processing of Video or any kind of signals for Audio and Visual communications for information/education/ entertainment purposes in India and abroad. 1e. To carry out and undertake all activities, business, etc relating to E-commerce and for that purpose to set out all facilities and infrastructure etc in India and abroad.

Summary of main object as per the Memorandum
of Association; and main business carried on by
the Company

Resulting Company is engaged in the business of Information Technology
and Information Technology Enabled Services, business process
outsourcing, knowledge process outsourcing, call centres and for that
purpose to set out all facilities and infrastructure etc. in India and abroad.
Detailed Main Objects of the Company are as under:
1. To construct, install, operate, design, fabricate, purchase, sell, import,
export, trade, engineer, assemble, service, repair, exploit, convert, turn
to account, rent out, maintain or in any other manner exploit, or deal
in audio, video and /or date signal broadcasting, transmission and /
or reception systems /networks or part/s thereof which may include
but shall not be limited to wired/ wireless Cable TV Systems, Satellite
Television Channels, Entertainment Channels in all languages,
Educational Channels, Microwave Multichannel Distribution Systems
(MMDS), MDS, Fibre Optic Systems, Laser Beam Systems, SMATV,
Telephony, Personal Cellular Systems (PCS), data transmission /
receptions by utilizing, using, hiring, chartering, renting or in any other
manner exploiting Satellite Transponders, Satellite Transmission /
reception, processing of video or any other kind of signals for audio
and visual communications for information / education / entertainment
purposes.
1a. To carry out and undertake all activities, business, etc relating
to Information Technology (IT), Information Technology enabled
Services (IteS), Business Process Outsourcing, Knowledge Process
Outsourcing, Call Centers and for that purpose to set out all facilities
and infrastructure etc in India and abroad.
1b. To develop, implement, manufacture, convert, alter, modify, export,
import, purchase, sell or lease and otherwise deal in hardware,
software and allied equipment including for Computer Aided Design/
Computer Aided Manufacturing/ Computer Integrated Manufacturing
and Telecommunications and to install or hire computer and allied
equipment and to run or conduct bureau of computer services and in
particular to develop, design, programme, conduct feasibility studies
and to act as advisors, consultants, retainers, trainers in all capacity
and all matters and problems relating to management, marketing in
India and abroad.
1c. To manufacture, develop, import, export, buy, sell, distribute, repair,
convert, alter, modify, take or let on hire, lease and otherwise deal in all
kinds of electronic articles, products and devices and their accessories,
stores, spare parts, components, assemblies, and all kinds of
instruments, apparatus, appliances, software and gadgets, and used
for in connection with anyof the aforesaid in India and abroad.

1d. To act as Internet Service providers to its subscribers subject to approval
of Department of Telecommunications (DOT) / Telecommunications
Regulatory Authority of India (TRAI) /other authorities as may be
approved by the Government from time to time and to construct,
install, operate, service, repair, exploit, convert, turn to account, rent
out, maintain or in any other manner exploit or deal in audio, video and/
or date signal broadcasting, transmission and / or reception systems
/ or networks or part /s thereof which may include but shall not be
limited to wired / wireless Cable T.V. systems, satellite Television
Channels, Entertainment Channels in all languages, Educational
Channels, Microwave Multichannel Distribution Systems(MMDS),
MDS, Fibre Optic Systems, Laser Beam System, SMATV, Telephone,
Personal Cellular Systems (PCS), Data Transmission / Receptions by
utilizing, using, hiring, chartering, renting or in other manner exploiting
satellite Transporters, Satellite Transmission/Reception, Processing of
Video or any kind of signals for Audio and Visual communications for
information/education/ entertainment purposes in India and abroad.
1e. To carry out and undertake all activities, business, etc relating
to E-commerce and for that purpose to set out all facilities and
infrastructure etc in India and abroad.

Details of change of name, registered offce and objects of the company during the last fve years;	NIL
Name of stock exchanges where shares of Company are listed	The equity shares of the Resulting Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

6. The authorized, issued, subscribed and paid-up share capital of the Resulting Company as on June 30, 2022 is as under:

Name of stock exchanges where shares of Company are listed The equity shares of the Resulting Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The authorized, issued, subscribed and paid-up share capital of the Resulting Company as on June 30, 2022 is as under:	Name of stock exchanges where shares of Company are listed The equity shares of the Resulting Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The authorized, issued, subscribed and paid-up share capital of the Resulting Company as on June 30, 2022 is as under:
Hinduja Global Solutions Limited
Particulars	Amount (Rupees)
Authorized Capital
79,850, 000 equity shares of Rs. 10/- each	79,85,00,000
150,000 1% Participatory redeemable Non-cumulative preference shares of Rs. 10/- each	15,00,000
Total	80,00,00,000
79,850, 000 equity shares of Rs. 10/- each	79,85,00,000
Issued, Subscribed and Paid – up Capital
41,795,132 equity shares of Rs. 10/- each fully paid	41,79,51,320
Total	41,79,51,320

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Resulting Company.

7. Names and Address of the promoters of the Resulting Company

Sr. No	Name of Promoters	Address	*Number of shares in Resulting Company**	*% of shareholding in Resulting Company**
1.	Mr. Ashok Parmanand Hinduja, Karta of S.P. Hinduja (HUF BIGGER)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	10,64,966	2.55
2.	Ms. Harsha Ashok Hinduja and Ms. Harsha Ashok Hinduja jointly with Ashok Parmanand Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	11,48,386	2.75
3.	Ms. Ambika Ashok Hinduja	Premises 328, Floor 03 Building 02, Dubai Design District, Dubai U A E P O Box 184194, 111111	3,54,484	0.85
4.	Mr. Shom Ashok Hinduja	Param Jamuna, Opp Ruia Park, Dr J R Mhatre Marg, Juhu, Mumbai 400049	2,80,014	0.67
5.	Mr. Ashok P Hinduja and Ashok P Hinduja jointly with Harsha Ashok Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,53,826	0.37
6.	Ms. Vinoo Srichand Hinduja	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,22,130	0.29
7.	Mr. A P Hinduja, Karta of A.P Hinduja (HUF)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,08,654	0.26
8.	Ms. Shanoo S. Mukhi	C/O. Indu K. Chhabria, 90, Neeta Bldg., 621 Marine Drive, G. Road, Mumbai - 400002	1,910	0.004
9.	Hinduja Group Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	1,42,54,891	34.11

Sr. No	Name of Promoters	Address	*Number of shares in Resulting Company**	*% of shareholding in Resulting Company**
10.	Hinduja Group Limited jointly with Hinduja Realty Ventures Limited (as the demat account holder and partner of Aasia Exports)	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	20,14,490	4.82
11.	Hinduja Realty Ventures Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	26,14,490	6.26
12.	Aasia Corporation LLP	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	4,17,809	1.00
13.	Hinduja Finance Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	-	-
14.	Amas Mauritius Limited	Hinduja House, 171, Dr Annie Besant Road Worli, Mumbai 400018.	55,22,854	13.21
Total			2,80,58,904	67.13

As on June 30, 2022

8. Details of Directors of Resulting Company

==> picture [504 x 48] intentionally omitted <==

----- Start of picture text -----

Name DIN Designation Address Number of % of
shares in shareholder
Resulting in Resulting
Company Company
----- End of picture text -----

Name	DIN	Designation	Address	Number of shares in Resulting Company	% of shareholder in Resulting Company

Mr. Yashodhan Madhusudan Kale	00013782	Non- Executive Chairman	2, Summit 31, Carmichael Road Mumbai- 400 026	-	-
Mr. Anil Harish	00001685	Independent Director	13, C.C.I. Chambers, DinshawWacha Road, Churchgate, Mumbai 400020	-	-
Mr. Sudhanshu Tripathi	06431686	Non- Executive Director	703, Casa Grande, 7th Floor S B Marg, Lower Parel West Mumbai 400013	-	-
Ms. Bhumika Batra	03502004	Independent Director	32, Mody Street, 3rd Floor, Fort, Mumbai 400001	-	-
Dr. Ganesh Natarajan	00176393	Independent Director	Bungalow No.10, Talera Park CHS Kalyani Nagar, Pune - 411014	1,000	0.002
Mr. Partha De Sarkar	00761144	Whole Time Director	Villa 52, Prestige Summerfelds, Kadubeesanahalli Road, Prestige Trinity, Panathur, Bengaluru-560103	1,00,836	0.24

9. Corporate Approvals

The Scheme of arrangement was placed before the Audit Committee of the Demerged Company and Resulting Company at their respective meetings held on February 17, 2022. The Audit Committees of the Demerged Company and the Resulting Company considered the Valuation Reports issued by Independent Valuers M/s SSPA & Co, Chartered Accountants and M/s KPMG Valuation Services, LLP and Fairness Opinion report issued by Motilal Oswal Investment Advisors Limited, Merchant Banker, and thereafter, recommended the Scheme for approval to the Board of Directors of the respective companies.

The Board of Directors of the Demerged Company and the Resulting Company at their respective Board Meetings held on February 17, 2022 approved the proposed Scheme, after taking on record:

a) Valuation Reports issued by M/s SSPA & Co, Chartered Accountants and M/s KPMG Valuation Services, LLP;
b) Fairness Opinion report issued by Motilal Oswal Investment Advisors Limited, Merchant Banker; and
c) Statutory Auditors certificate confirming the accounting treatment in the scheme.

All the Directors, present in the meeting, of both the Demerged Company and Resulting Company have voted in favor of the proposed scheme.

Post the approval of the Board of Directors of both the Companies, the Demerged Company had made applications with BSE Limited (“ BSE ”) and National Stock Exchange of India Limited ( “NSE” ) on February 25, 2022 and February 26, 2022 respectively and the Resulting Company had made applications with BSE Limited (“ BSE ”) and National Stock Exchange of India Limited ( “NSE” ) on February 25, 2022 and February 26, 2022 respectively, for seeking in-principle approvals towards the Scheme of Arrangement from both the stock exchanges. BSE and NSE had uploaded the documents pertaining to the Scheme of Arrangement on their respective websites on March 07, 2022 and March 16, 2022 respectively for the purpose of receipt of complaints, if any, from the stakeholders.

According to provisions of the SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, the Company shall file Report on Complaints within 7 days of expiry of 21 days from the date of documents uploaded on the websites by the stock exchanges. The Company had filed report on Complaints with BSE on March 29, 2022 and with NSE on April 07, 2022 (copies of such Reports are enclosed as Annexure D).

The Resulting Company has received Observation Letters issued by BSE vide letter No. DCS/AMAL/TL/IP/2346/2022-23 dated May 31, 2022 and NSE vide letter No. NSE/LIST/30195_II dated May 31, 2022.

The BSE vide its letter dated May 31, 2022 have stated that:

“We hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing / de-listing/ continuous listing requirements within the provisions of Listing agreement, so as to enable the Company to file the scheme with Hon’ble NCLT”.

The NSE vide its letter dated May31, 2022 have stated that:

“ Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No-objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.”

Action taken by Securities Exchange Board of India (“SEBI”)

Pursuant to the directions issued in the Observation Letters issued by BSE vide letter No. DCS/AMAL/TL/IP/2346/2022-23 dated May 31, 2022 and NSE vide letter No. NSE/LIST/30195_II dated May 31, 2022, the following actions taken against Mr. Anil Harish, a director on the board of NXTDIGITAL Limited:

a) An adjudication order dated March 28, 2019 was passed against Mr. Anil Harish in the matter of CIG Realty Fund through which a penalty of Rs. 1,00,000/- was levied. Proceedings under Section 11B (1) and 11B (2) of SEBI Act, 1992 are also under progress in the same matter.
b) An adjudicating order dated October 31, 2011 was passed in the matter of Valecha Engineering Limited, imposing a penalty of Rs. 20 Lakh. The said order was set aside by Securities Appellate Tribunal vide Order dated June 22, 2012. Presently, an appeal is pending before the Supreme Court.
c) In the matter of Unitech Limited, Adjudication proceedings are under progress.

10. Rationale of the Scheme

a. Demerged Company and Resulting Company are part of the Hinduja Group. Demerged Company has grown into one of India’s largest integrated digital, media and communications companies. Accordingly, in 2020 as a step towards consolidation of digital, media and communications business, the digital, media and communications business was transferred by IndusInd Media and Communications Limited (a Hinduja Group Company), to Demerged Company pursuant to scheme of arrangement approved by National Company Law Tribunal, Mumbai Bench vide its Order dated August 21, 2020.
b. Recognizing the growth potential of the ‘Digital, Media and Communications Business Undertaking’ of the Demerged Company (more particularly defined hereinafter) in the backdrop of the fact that Demerged Company’s ‘Digital, Media and Communications Business Undertaking’ has matured and the associated risks have reduced significantly as well as the recent regulatory reforms (New Tariff Order) providing additional stimuli, Resulting Company is proposing to consolidate this vertical as it feels that this will create a new platform for it go to the next level of performance.
c. The shareholders of the Demerged Company, pursuant to the demerger, will get Equity Shares of the Resulting Company for the values of Business transferred in the manner set out under this Scheme.
d. The demerger will also result in Demerged Company and Resulting Company achieving operational efficiencies by streamlining of the relevant businesses.
e. By demerger of the Demerged Undertaking into Resulting Company, the financial resources will be conveniently raised in accordance with the requirement of the business.

f. The demerger will enable the Resulting Company to diversify and expand its presence in the fast moving digital, media and communication business in India.
g. Apart from the various benefits/advantages stated and illustrated above, the management of the Resulting Company and Demerged Company are of the opinion that the following benefits shall also be enjoyed and realized by all the stakeholders:
i. Consolidation and growth of the Demerged Undertaking in the Resulting Company : The demerger will enable Resulting Company to consolidate similar businesses into a single company. This will enable Resulting Company with an opportunity to provide services in a seamless manner to its customers. Further, this will also help Resulting Company to demonstrate its capability and provide competitive advantages vis-à-vis its competitors. This will immensely benefit the Demerged Undertaking to focus on growth in the digital space.
ii. Focused Management, Organization Efficiency and Operational Synergies : Consolidation of the business into a single consolidated entity shall enable focused strategies, management, investment and leadership for the consolidated entity and further result into organization efficiency and operational synergies;
iii. Unlock shareholders value: The proposed consolidation will create long term value for the shareholders by unlocking value since the business and profits will accrue to a single entity i.e. Resulting Company;
iv. Efficiency in Fund raising for harnessing future growth : Housing of Demerged Undertaking in Resulting Company directly shall facilitate and provide adequate opportunities to mobilize the business and commercial resources of Resulting Company for the growth of the digital business.

11. Description of the Scheme:

This Scheme of Arrangement between NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective Shareholders (“ the Scheme ”), for demerger is presented under the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, as may be applicable, and also read with Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961, as may be applicable, for Demerger of the Digital, Media and Communication Undertaking of NXTDIGITAL Limited and vesting of the same in Hinduja Global Solutions Limited on a going concern basis.

NOTE: THE FEATURES/DETAILS SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME,THE EQUITY SHAREHOLDERS OF THE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF. THE WORDS AND EXPRESSIONS USED ABOVE AND NOT DEFINED BUT DEFINED IN THE SCHEME, SHALL HAVE THE SAME MEANINGS RESPECTIVELY ASSIGNED TO THEM IN THE SCHEME.

The Scheme shall be deemed to be effective from the Appointed Date i.e. February 01, 2022 but shall be operative from the Effective Date.
The Share exchange ratio calculated by Independent Valuers, M/s KPMG Valuation Services LLP and M/s SSPA & Co., Chartered Accountants is as under:

“20 (Twenty) fully paid up Equity Shares of Rs. 10 each of Resulting Company shall be issued and allotted for every 63 (Sixty Three) Equity Shares of Rs. 10 each held in Demerged Company.”

Complaints Reports dated March 29, 2022 and April 07, 2022 submitted by the Company to BSE and NSE respectively are enclosed herewith collectively as Annexure D.
15 . Observation Letters from BSE and NSE, both dated May 31, 2022 conveying no adverse observation to the Scheme are enclosed herewith collectively as Annexure E .
The Audited Standalone and Consolidated Financial Results of the Demerged Company for the year ended March 31, 2022 along with Independent Auditor’s Report thereon issued by Statutory Auditors of the Company are enclosed as Annexure F-1.
The Audited Standalone and Consolidated Financial Results of the Resulting Company for the year ended March 31, 2022 along with Independent Auditor’s Report thereon issued by Statutory Auditors of the Company are enclosed as Annexure F-2 .
Pre and post shareholding pattern of the Demerged Company and the Resulting Company are enclosed as Annexure G .
Summary of Valuation Report is enclosed herewith as Annexure H .

20. Amounts due to creditors as on April 30, 2022:

Particulars	Demerged Company	Demerged Company	Resulting Company	Resulting Company
	Number	Amount (Rs.)	Number	Amount (Rs.)
Secured Creditors	01	1,82,21,22,409	0	0
Unsecured Creditors	792	7,02,53,12,924	319	44,98,01,316

21. Effect of the Scheme on various parties

A. Key Managerial Personnel (KMPs) and Directors

There won’t be any impact on the KMPs and directors of the Company pursuant to the Scheme.

The KMPs and Directors of the Company and their respective relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in the Company (if any), or to the extent the said KMP / directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of the trust that hold shares in the Company, as applicable.

B. Promoter and Non-Promoter of the Company

As far as the equity shareholders of the Company are concerned (promoter shareholders as well as non-promoter shareholders), pursuant to the Scheme they will continue to remain shareholders of the Company but their percentage shareholding in the Company may vary based on the share exchange ratio determined on the basis of the Valuation Report.

C. Preference Shareholders

The Resulting Company and Demerged Company does not have, issued preference share capital.

D. Depositors

Neither the Demerged Company nor the Resulting Company has accepted any public deposits.

E. Creditors

Upon this Scheme coming into effect, the creditors relating to the Demerged Undertaking, shall become the creditors of the Resulting Company.

The proposed Scheme does not involve any compromise or arrangement with the creditors. The rights of the creditors shall not be affected by the Scheme. There will be no reduction in their claims on account of the Scheme. The creditors will be paid in the ordinary course of business as and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

F. Debenture Holder

Neither the Demerged Company nor the Resulting Company has issued any debentures.

G. Debenture Trustee and Depositor Trustee

Neither the Demerged Company nor the Resulting Company have Debenture Trustee and the Depositor Trustee.

H. Employees

On the Scheme becoming operative, all staff and employees on the rolls of Demerged Company engaged in the Digital, Media and Communications Undertaking and who are duly identified or specified as such by the Board of Directors as at the Effective Date shall be deemed to have become staff and employees of Resulting Company without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Resulting Company shall not be less favorable than those applicable to them with reference to their employment in Demerged Company.

It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund or any other Special Fund or Trusts, if any, created or existing for the benefit of the staff and employees of Media and Communications Undertaking or all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of Demerged Company in relation to Digital, Media and Communications Undertaking in relation to such Fund or Funds shall become those of Resulting Company. It is clarified that the services of the staff and employees of Digital, Media and Communications Undertaking will be treated as having been continuous for the purpose of the said Fund or Funds.

I. Report adopted by the Board of Directors of the Demerged Company and Resulting Company explaining effect of the Scheme on Equity Shareholders (promoters and non-promoters shareholders), Key Managerial Personnel, and Directors laying out particulars of the share entitlement ratio.

In compliance with the provisions of Section 232(2)(c) of the Companies Act, 2013, the Board of Directors of the Demerged Company and the Resulting Company, in their respective meetings held on February 17, 2022 have adopted a report, inter-alia, explaining the effect of the Scheme on Equity Shareholders (promoters and non-promoters shareholders), Key Managerial Personnel, and Directors. Copy of the reports adopted by the respective Board of Directors of the Demerged Company and the Resulting Company are enclosed as Annexure C-1 and C-2 .

22. Capital Structure pre and post demerger

The Pre-Scheme capital structure of the Demerged Company and the Resulting Company are detailed in Clause 2 and 6 respectively above.

The Post-Scheme capital structure is as follows:

Demerged Company: Upon the Scheme coming into effect, there will be no change in the share capital of the Demerged Company, however, the details of the same is as under:

NXTDIGITAL Limited	NXTDIGITAL Limited
Particulars	Amount (Rupees)
Authorized Capital
870,00,000 equity shares of Rs 10 each	87,00,00,000
30,00,000 preference shares of Rs 10 each	3,00,00,000
1,000 9.50% Preference shares of Rs 100 each	1,00,000
Total	90,01,00,000
Issued, Subscribed and Paid - up Capital
33,671,621 equity shares of Rs. 10 each	33,67,16,210
Total	33,67,16,210

Resulting Company: Upon the Scheme coming into effect and on issue of 1,06,89,403 fully paid-up equity shares of the Resulting Company of the face value of Rs. 10 each to the shareholders of the Demerged Company, in consideration for the demerger in compliance with the provisions of Section 2(19AA) of the Income Tax Act, 1961, the issued, subscribed and paid up share capital of the Resulting Company shall increase to 52,48,45,350/- divided into 5,24,84,535 equity shares of Rs. 10 each, as given below:

Hinduja Global Solutions Limited(Resulting Company)	Hinduja Global Solutions Limited(Resulting Company)
Particulars	Amount(Rupees)
Authorized Capital
79,850, 000 equityshares of Rs 10/- each	798,500,000
150,000 1% Participatoryredeemable Non-cumulativepreference shares of Rs 10/- each	1,500,000
Total	800,000,000
Issued, Subscribed and Paid - up
5,24,84,535 equityshares of Rs 10 each	52,48,45,350
Total	52,48,45,350

The issued, subscribed and paid up share capital of the Resulting Company as on the date of this Notice is Rs.41,79,51,320 divided into 4,17,95,132 equity shares of Rs. 10 each.

23. General

The Scheme is not expected to have any adverse effects on the material interests of KMP, directors, promoters, non-promoters shareholders, depositors, creditors, debenture-holders, debenture-trustee and employees of the Demerged Company and the Resulting Company, wherever relevant.

The rights and interest of secured creditors and unsecured creditors of either of the companies, if any, will not be prejudicially affected by the Scheme, as no sacrifice or waiver, at all called from them, nor their rights are sought to be modified in any manner and post the Scheme, the Resulting Company will be able to meet their liabilities.

The latest audited financial results for the year ended March 31, 2022 of the Resulting Company indicate that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any secured creditor or unsecured creditor of the Demerged / Resulting Company would lose or to be prejudiced as a result of the Scheme being passed, since no sacrifice or waiver is called for from them nor are their rights sought to be adversely modified in any manner.

Hence, the Scheme will not cast any additional burden on the shareholders or the creditors nor will it adversely affect the interest of any shareholders or creditors as on the date of this Notice. No winding up proceedings are pending against the Demerged Company and the Resulting Company.

No investigation or proceedings are pending under the provisions of the Companies Act, 2013 in respect of the Demerged Company and the Resulting Company.

24. Approvals/Sanctions/No-Objections from Regulatory or any Governmental Authorities

The Scheme is conditional upon and subject to:

(i.) The requisite consents, no-objections and approvals of the Stock Exchanges and SEBI to the Scheme in terms of the SEBI Circular and/or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on terms acceptable to the Demerged Company and the Resulting Company;
(ii.) The Scheme being agreed to by the respective requisite majorities of the members and creditors of the Demerged Company and the Resulting Company and the requisite order or orders being obtained;
(iii.) The Scheme being approved by the shareholders of the Resulting Company and the Demerged through resolution based by way of e-voting and voting at the venue of the meeting, provided that the same shall be acted upon only if the votes cast by the public shareholders in favor of the Scheme are more than the votes cast by the public shareholders against it;
(iv.) The sanction of the Scheme by the Competent Authority under Sections 230 to 232 of the Act;
(v.) The certified copies of the order of the Competent Authority being filed with the Registrar of Companies, Maharashtra at Mumbai.
(vi.) Any other sanction or approval of any governmental or regulatory authority including Ministry of Information and Broadcasting, Department of Telecommunications in relation to transfer of licenses, etc., as may be considered necessary and appropriate by the respective Board of Directors of the Demerged Company and the Resulting Company, being obtained and granted in respect of any of the matters for which such sanction or approval is required.

25. Inspection

The following documents will be open for inspection by the shareholders of the Resulting Company at its registered office at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai 400018:

i. Copy of the Order passed by Hon’ble NCLT in Company Application No. C.A.(CAA)/155/2022, dated July 29, 2022 directing the Resulting Company to, inter-alia, convene the meetings of its equity shareholders;
ii. Copy of the Memorandum and Articles of Association of all the companies;
iii. Copy of Audited Financial Results along with Independent Auditor’s Report for the year ended March 31, 2022 for both the Resulting and Demerged Company;
iv. Copies of Valuation Reports, along with its annexures, both dated February 17, 2022, issued by M/s KPMG Valuation Services LLP and M/s. SSPA & Co., Chartered Accountants;
v. Copies of Fairness Opinion dated February 17, 2022 issued by Motilal Oswal Investment Advisors Limited, Merchant Banker;
vi. Copies of Statutory Auditors certificates issued by M/s Haribhakti & Co. LLP, Chartered Accountants, the statutory auditors of the Demerged Company and issued by M/s. Deloitte Haskins & Sells LLP, the statutory auditors of the Resulting Company confirming the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act;
vii. Copy of the Scheme of Arrangement;
viii. Copies of the resolutions passed by the Board of Directors of the Demerged Company and Resulting Company approving the Scheme of Arrangement;

ix. Copy of Audit Committee report recommending Scheme of Arrangement of Demerged Company and Resulting Company;
x. Copy of Board Report recommending Scheme of Arrangement of Demerged Company and Resulting Company;
xi. Copy of Independent Directors Report recommending Scheme of Arrangement of Demerged Company and Resulting Company;
xii. Observation letters to the Scheme of Arrangement received from the BSE Limited and National Stock Exchange of India Limited both dated May 31, 2022;
xiii. Pre and Post Shareholding pattern of the Companies involved in the Scheme of Arrangement.

This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) & (2) and 102 of the Act read with rule 6 of the Rules. A copy of the Scheme, Explanatory Statement and Form of Proxy shall be furnished by the Resulting Company to its shareholders, free of charge, within one (1) working day (except Saturday and Sunday) on a requisition being so made for the same by the shareholders of the Resulting Company.

After the Scheme is approved by the equity shareholders of the Resulting Company, it will be subject to approval / sanction by the Hon’ble NCLT.

Bhumika Batra (DIN : 03502004) Chairman appointed by the Hon’ble NCLT For the meeting of Equity Shareholders of Hinduja Global Solutions Limited

Place: Mumbai Date : July 29, 2022

ANNEXURE - A

SCHEME OF ARRANGEMENT

(UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES THEREUNDER)

AMONGST NXTDIGITAL LIMITED (DEMERGED COMPANY)

AND

HINDUJA GLOBAL SOLUTIONS LIMITED (RESULTING COMPANY)

AND THEIR RESPECTIVE SHAREHOLDERS

A. PREAMBLE:

This Scheme of Arrangement between NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective Shareholders (“the Scheme”, more particularly defined hereinafter) for demerger is presented under the provisions of Sections 230 to 232 read with Sections 52 and 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and also read with Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961, as may be applicable, for Demerger of the Demerged Undertaking (more particularly defined hereinafter) of NXTDIGITAL Limited and vesting of the same in Hinduja Global Solutions Limited on a going concern basis.

B. BACKGROUND AND DESCRIPTION OF THE COMPANIES:

NXTDIGITAL Limited (hereinafter referred to as “ NDL ” or the “ Demerged Company ”) was incorporated as a public limited company under the Companies Act, 1956 on 18[th] July, 1985 in the name of “Mitesh Mercantile & Financing Limited” in the state of Maharashtra with CIN L51900MH1985PLC036896. The name of the Demerged Company was changed from “Mitesh Mercantile & Financing Limited” to “Hinduja Finance Corporation Limited” and a fresh Certificate of Incorporation consequent upon the change of name was issued on 31[st] March, 1995. The name of the Demerged Company was further changed from “Hinduja Finance Corporation Limited” to “Hinduja TMT Limited” and a fresh Certificate of Incorporation consequent upon the change of name was issued on 8[th] June, 2001. The name of the Demerged Company was later changed from “Hinduja TMT Limited” to “Hinduja Ventures Limited” and a fresh Certificate of Incorporation consequent upon the change of name was issued on 23[rd] October, 2007. The name of the Demerged Company was later changed from “Hinduja Ventures Limited” to “NXTDIGITAL Limited” and a fresh Certificate of Incorporation consequent upon the change of name was issued on October 25, 2019. The Registered Office of the Demerged Company is situated at In Centre, 49/50, MIDC, 12th Road, Andheri (East) Mumbai-400093. The equity shares of Demerged Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

Hinduja Global Solutions Limited (hereinafter referred to as “HGS” or the “Resulting Company”) was initially incorporated as Tele Video Communications India Private Limited under the Companies Act, 1956 on January 13, 1995 in the state of Maharashtra [CIN L92199MH1995PLC084610]. Subsequently, the word “Private” was

deleted in accordance with the provisions of Sec 43-A(1B) of the Companies Act, 1956 on May 20, 1996. Thereafter, the name of Tele Video Communications India Limited was changed to Hinduja Technologies Limited and a fresh certificate of incorporation has been issued on June 19, 2006 by Registrar of Companies, Maharashtra, Mumbai with CIN L92199MH1995PLC084610. Subsequently, the name of Hinduja Technologies Limited as changed to HTMT Technologies Limited on July 11, 2006 and a fresh certificate of incorporation has been issued. Thereafter again, the name HTMT Technologies Limited was changed to HTMT Global Solutions Limited on March 12, 2007 and a fresh certificate of incorporation has been issued. The Company again changed its name to existing name ie. Hinduja Global Solutions Limited and a fresh certificate of incorporation has been issued by Registrar of Companies, Maharashtra, Mumbai on December 24, 2008.The Resulting Company having its main object, inter alia, carrying out the business of Information Technology and Information Technology Enabled Services, business process outsourcing, knowledge process outsourcing, call centres and for that purpose to set out all facilities and infrastructure etc. in India and abroad . The Registered office of the Resulting Company is situated at Hinduja House, 171, Dr. Annie Besant Ro Worli, Mumbai 400018. The equity shares of Resulting Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

C. Rationale of the Scheme

The demerger of the Business is being undertaken due to the following reasons:

Demerged Company and Resulting Company are part of the Hinduja Group. Demerged Company has grown into one of India's largest integrated digital, media and communications companies. Accordingly, in 2020 as a step towards consolidation of digital, media and communications business, the digital, media and communications business was transferred by Indusind Media and Communications Limited (a Hinduja Group Company), to Demerged Company pursuant to scheme of arrangement approved by National Company Law Tribunal, Mumbai Bench vide its Order dated August 21, 2020.
Recognizing the growth potential of the ‘Digital, Media and Communications Business Undertaking’ of the Demerged Company (more particularly defined hereinafter) in the backdrop of the fact that Demerged Company’s ‘Digital, Media and Communications Business Undertaking’ has matured and the associated risks have reduced significantly as well as the recent regulatory reforms (New Tariff Order) providing additional stimuli, Resulting Company is proposing to consolidate this vertical as it feels that this will create a new platform for it go to the next level of performance.
The shareholders of the Demerged Company, pursuant to the demerger, will get Equity Shares of the Resulting Company for the values of Business transferred in the manner set out under this Scheme.
The demerger will also result in Demerged Company and Resulting Company achieving operational efficiencies by streamlining of the relevant businesses.
By demerger of the Demerged Undertaking into Resulting Company, the financial resources will be conveniently raised in accordance with the requirement of the business.
The demerger will enable the Resulting Company to diversify and expand its presence in the fast moving digital, media and communication business in India.
Apart from the various benefits/advantages stated and illustrated above, the management of the Resulting Company and Demerged Company are of the opinion that the following benefits shall also be enjoyed and realized by all the stakeholders:

i. Consolidation and growth of the Demerged Undertaking in the Resulting Company : The demerger will enable Resulting Company to consolidate similar businesses into a single company. This will enable Resulting Company with an opportunity to provide services in a seamless manner to its customers. Further, this will also help Resulting Company to demonstrate its capability and provide competitive advantages visà-vis its competitors. This will immensely benefit the Demerged Undertaking to focus on growth in the digital space.
ii. Focused Management, Organization Efficiency and Operational Synergies : Consolidation of the business into a single consolidated entity shall enable focused strategies, management, investment and leadership for the consolidated entity and further result into organization efficiency and operational synergies;
iii. Unlock shareholders value: The proposed consolidation will create long term value for the shareholders by unlocking value since the business and profits will accrue to a single entity i.e. Resulting Company;
iv. Efficiency in Fund raising for harnessing future growth : Housing of Demerged Undertaking in Resulting Company directly shall facilitate and provide adequate opportunities to mobilize the business and commercial resources of Resulting Company for the growth of the digital business.
D. The proposed Scheme, with effect from the Appointed Date is in the interest of the shareholders, creditors, stakeholders and employees, as it would enable a focused business approach for the maximization of benefits to all stakeholders and for the purposes of synergies of business.
E. This Scheme is divided into the following parts:

Part I , which deals with the definitions and share capital of the Demerged Company and Resulting Company;

Part II , which deals with the demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company; and

Part III , which deals with the general terms and conditions as applicable to the Scheme.

PART I

1. DEFINITIONS

In this Scheme, unless inconsistent with the meaning or context, the following expressions shall have the following meanings:-

1.1 “ Act ” means the Companies Act, 2013 and any rules, regulations, circulars or guidelines issued thereunder and shall, if the context so requires and as may be applicable, mean the Companies Act, 1956 and any rules, regulations, circulars or guidelines issued thereunder, as amended from time to time and shall include any statutory replacement or re-enactment thereof;
1.2 “ Appointed Date ” in relation to the Scheme means February 1, 2022;
1.3 “ Board of Directors ” in relation to Demerged Company and/or the Resulting Company, as the case may

be, shall, unless it is repugnant to the context or otherwise, include a committee of directors or any person authorized by the board of directors or such committee of directors;

1.4 “BSE” means the BSE Limited, the designated stock exchange of the Demerged Company and Resulting Company;
1.5 “Competent Authority" means the National Company Law Tribunal ( “NCLT” ) as constituted and authorized as per the provisions of the Companies Act, 2013 for approving any scheme of arrangement, compromise or reconstruction of companies under the relevant provisions of the Act;
1.6 “Demerged Company” means NXTDIGITAL Limited, a company incorporated under the Companies Act 1956 with CIN L51900MH1985PLC036896 and having its registered office situated at In Centre, 49/50, MIDC, 12th Road, Andheri (East) Mumbai-400093;
1.7 “ Effective Date ” means the Appointed Date or the date on which the last of conditions referred to in Clause 15 hereof have been fulfilled, whichever is later. Reference in this Scheme to the “date of coming into effect of this Scheme” or “upon the Scheme becoming effective” shall also mean the Effective Date;
1.8 “Demerged Undertaking” means the digital, media and communications business activities of development, operation, marketing, sale and distribution of television channels through the medium of various modes of transmission undertaken by the Demerged Company and investment in its subsidiaries and includes:
1.8.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present, future or contingent) and liabilities pertaining thereto;
1.8.2 Without prejudice to the generality of the provisions of sub-clause 1.8.1 above, the Demerged Undertaking shall include in particular;
1.8.3 All properties of or required for the above business wherever situated, including all fixed assets, plant and machinery, intangible assets including but not limited to network and customer rights,current assets, funds, capital work in progress, furniture, fixtures, office equipment, debtors, investments, vehicles, deposits, loans and advances, appliances and accessories;
1.8.4 All permits, rights, entitlements, industrial and other licenses (including but not limited to HITS license), brands (including but not limited to NXTDIGITAL, INDIGITAL, INNETWORK, INCABLENET, and IN Brands), registered and unregistered trademarks, copyrights, designs, and all other intellectual property, bids, tenders, letters of intent, expressions of interest, municipal and other statutory permissions, approvals, consents, licenses, registrations, tenancies, subsidies, concessions, exemptions, remissions, tax deferrals, brought forward tax losses and unabsorbed depreciation, benefits of all taxes including but not limited to Minimum Alternate Tax (“MAT”) paid under Section 115JA/115JB of the Income Tax Act, 1961 (“IT Act”), advance taxes and tax deducted at source, etc., Goods and Service Tax (GST) credit, SGST, CGST and IGST credits, right to carry forward and set off unabsorbed losses and depreciation, unutilized MAT credit under the provisions of the IT Act, right to claim deductions under Section 80-IA of the IT Act including its continuing benefits; engagements, arrangements of all kinds, exemptions, benefits, incentives, privileges and rights under State tariff regulations and under various laws,, bank accounts, lease rights, licenses, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and

installations, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Demerged Undertaking;

1.8.5 All records, files, papers, engineering and process information, computer programs, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form in connection with or relating to the Demerged Undertaking; and
1.8.6 Fixed deposits, debts, duties, obligations, and liabilities (including contingent liabilities) relatable to the Demerged Undertaking;
1.8.7 For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Undertaking includes:
1.8.8 The liabilities, which arise out of the activities or operations of the Demerged Undertaking;
1.8.9 Specific loans and borrowings raised, incurred and utilized solely for the activities or operation of the Demerged Undertaking;
1.8.10 Liabilities other than those referred to in sub-clauses (i) and (ii) above, being the amounts of general or multipurpose borrowings of Demerged Company, allocated to the Demerged Undertaking in the same proportion in which the value of the assets transferred under this Scheme bear to the total value of the assets of Demerged Undertaking immediately before giving effect to this Scheme;
1.8.11 All permanent employees of the Demerged Undertaking, as identified by the Board of Directors of Demerged Company, as on the Effective Date;
1.8.12 Any question that may arise as to whether a specific asset or liability pertains or does not pertain to the Demerged Undertaking or whether it arises out of the activities or operations of the Demerged Undertaking shall be decided by mutual agreement between the Board of Directors of Demerged and Resulting Company;
1.9 “NSE” means the National Stock Exchange of India Limited;
1.10 “Record Date” means such date after the Effective Date when the Board of Directors of the Demerged Company and Resulting Company may decide for the purposes of issue and allotment of Equity Shares under the Scheme;
1.11 “Residual Demerged Company” means businesses of Demerged Company other than the Digital, Media and Communications Business Undertaking and investments in its subsidiaries as defined in Clause 1.8 and shall specifically include the Real Estate;
1.12 “ Resulting Company ” means Hinduja Global Solutions Limited incorporated under the provisions of Companies Act, 1956 with CIN L92199MH1995PLC084610 and having its registered office at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai 400018;
1.13 “ Scheme ” means this Scheme of Arrangement in its present form submitted to the Competent Authority

for sanction or with any modification(s) made under Clause 13 of this Scheme and/or any modification(s) approved or imposed or directed by the Competent Authority;

1.14 “SEBI” means the Securities and Exchange Board of India;
1.15 “SEBI Circular” means (i) Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, (ii) Circular No. CFD/DIL3/CIR/2017/26 dated March 23, 2017, (iii) Circular No. CFD/ DlL3/CIR/2017/105 dated September 21, 2017, (iv) Circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 issued by SEBI or any other Circulars issued by SEBI applicable to schemes of arrangement from time to time;
1.16 “ Stock Exchange ” shall have the same meaning as ascribed to it under the Securities Contract (Regulation) Act, 1956;

2. SHARE CAPITAL

2.1 The Authorized, Issued, Subscribed and Paid-up Share Capital of the Demerged Company as on February 25, 2022 is as under:-

NXTDIGITAL Limited (Demerged Company)

NXTDIGITAL Limited (Demerged Company)	NXTDIGITAL Limited (Demerged Company)
Particulars	Amount in Rs
Authorized Share Capital
870,00,000 equity shares of Rs 10 each	87,00,00,000
30,00,000 preference shares of Rs 10 each	3,00,00,000
1,000 9.50% Preference shares of Rs 100 each	1,00,000
Total	90,01,00,000
Issued, Subscribed, Called-up and Paid-up Capital
33,671,621 equity shares of Rs. 10 each	336716210
Total	336,716,210

2.2 There has been no change in the share capital of Demerged Company post February 25, 2022.
2.3 The equity shares of the Demerged Company are listed on the NSE and the BSE.
2.4 The Authorized, Issued, Subscribed and Paid-up Share Capital of the Resulting Company as on February 25, 2022, is as under:

Hinduja Global Solutions Limited (Resulting Company)

Hinduja Global Solutions Limited (Resulting Company)	Hinduja Global Solutions Limited (Resulting Company)
Particulars	Amount in Rs
Authorized Share Capital
79,850, 000 equity shares of R 10/- each	798,500,000
150,000 1% Participatory redeemable Non-cumulative preference shares of R 10/- each	1,500,000

Hinduja Global Solutions Limited (Resulting Company)

Hinduja Global Solutions Limited (Resulting Company)	Hinduja Global Solutions Limited (Resulting Company)
Particulars	Amount in Rs
Total	800,000,000
Issued, Subscribed, Called-up and Paid-up Capital
41,795,132 equity shares of Rs. 10/- each fully paid	417,951,320
Total	417,951,320

2.5 There has been no change in the share capital of Resulting Company post February 25, 2022.
2.6 The equity shares of the Resulting Company are listed on the NSE and the BSE.

PART II - DEMERGER OF DEMERGED UNDERTAKING OF DEMERGED COMPANY INTO RESULTING COMPANY

3. TRANSFER AND VESTING OF DEMERGED UNDERTAKING

3.1 The Demerged Undertaking of Demerged Company, as defined in Clause 1.8, shall stand transferred to and vested in or deemed to be transferred to and vested in Resulting Company, as a going concern, in accordance with Section 2(19AA) of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(19AA) of the Income-tax Act, 1961.
3.2 With effect from the Appointed Date, the whole of the undertaking and assets and properties and brands of the Demerged Undertaking, shall, under the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act or deed, stand transferred to and vested in and/or deemed to be transferred to and vested in Resulting Company, so as to vest in Resulting Company all the rights, title and interest pertaining to the Demerged Undertaking.
3.3 With effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of Demerged Company relatable to the Demerged Undertaking shall, without any further act or deed be and stand transferred to Resulting Company so as to become as from the Appointed Date, the debts, liabilities, contingent liabilities, duties and obligations of Resulting Company and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen, in order to give effect to the provisions of this sub-clause.
3.4 After the Effective Date, Resulting Company undertakes to meet, discharge and satisfy the said liabilities to the exclusion of Demerged Company and to keep Demerged Company indemnified at all times from and against all such liabilities and from and against all actions, demands and proceedings in respect thereto.

3.5 With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, permissions or approvals or consents including but not limited to HITS license, brands including but not limited to NXTDIGITAL, INDIGITAL, INNETWORK, INCABLENET, and IN Brands, registered and unregistered trademarks, copyrights, designs, and all other intellectual property held by Demerged Company required to carry on operations in the Demerged Undertaking shall stand vested in or transferred to Resulting Company without any further act or deed, and shall be appropriately mutated by the statutory authorities concerned therewith in favor of Resulting Company. The benefit of all statutory and regulatory permissions, environmental approvals and consents, registration or other licenses, and consents shall vest in and become available to Resulting Company pursuant to the Scheme. In so far as the various incentives given by the Government of Maharashtra, subsidies, rehabilitation Schemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by Demerged Company relating to the Demerged Undertaking, are concerned, the same shall vest with and be available to Resulting Company on the same terms and conditions.
3.6 With effect from the Appointed Date all the accumulated and unabsorbed depreciation tax losses pertaining to the Demerged Undertaking shall stand vested in or transferred to Resulting Company in terms of Section 72A(4) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 72A(4) of the Income-tax Act, 1961.
3.7 The transfer and vesting of Demerged Undertaking as aforesaid shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof relatable to Demerged Undertaking to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of the Demerged Undertaking.

4. CONSIDERATION

4.1 Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of Demerged Company in Resulting Company in terms of this Scheme, Resulting Company shall without any further application or deed, issue and allot equity shares, credited as fully paid-up, to the extent indicated below, to the equity shareholders of Demerged Company, and whose names appear in the Register of Members of Demerged Company on the Effective Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the Board of Directors of Resulting Company in the following manner:

“20 (Twenty) fully paid up Equity Shares of Rs. 10 each of Resulting Company shall be issued and allotted for every 63 (Sixty Three) Equity Shares of Rs. 10 each held in Demerged Company”

Equity shares issued by Resulting Company pursuant to this Clause is hereinafter referred to as “New Equity Shares”.

4.2 If any equity shareholders of the Demerged Company becomes entitled to a fractional equity share to be issued by the Resulting Company pursuant to Clause 4.1 above, the Resulting Company shall not issue fractional equity shares to such shareholders of the Demerged Company, but shall consolidate all such fractional entitlements of all equity shareholders of the Demerged Company and the Board of the Resulting

Company shall, without any further act, instrument or deed, issue and allot such Equity shares that represent the consolidated fractional entitlements to a trustee nominated by the Board of the Resulting Company (“Trustee”) and the Trustee shall hold Equity shares, with all additions or accretions thereto, in trust for the benefit of the equity shareholders of the Demerged Company who are entitled to the fractional entitlements for the specific purpose of selling such Equity shares in the market within a period of 90 (ninety) days from the date of allotment of shares and on such sale, distribute to the equity shareholders in proportion to their respective fractional entitlements, the net sale proceeds of such Equity Shares (after deduction of applicable taxes and costs incurred and subject to the withholding tax, if any). It is clarified that any such distribution shall take place only after the sale of all the Equity Shares of the Resulting Company that were issued and allotted to the Trustee pursuant to this Clause 4.2.

4.3 The New Equity Shares shall be issued and allotted in dematerialized form to the equity shareholders of Demerged Company. If the Resulting Company has received notice from any member that New Equity Shares are to be issued in physical form or if any member has not provided any requisite details relating to his account with a depository participant or other confirmation as may be required or if the details furnished by any member do not permit electronic credit of New Equity Shares, then the Resulting Company shall issue New Equity Shares in physical form to such member or members.
4.4 The New Equity Shares to be issued and allotted as above shall be subject to the Memorandum and Articles of Association of Resulting Company and shall rank pari passu with the existing equity shares of Resulting Company in all respects including dividends.
4.5 The Board of Directors of Resulting Company shall, if and to the extent required, apply for and obtain any approvals from concerned Government / Regulatory authorities for the issue and allotment of New Equity Shares pursuant to Clause 4.1 of the Scheme.
4.6 Resulting Company’s Equity Shares to be issued and allotted to the equity shareholders of Demerged Company pursuant to Clause 4.1 of this Scheme will be listed and/or admitted to trading on the BSE and NSE, where the equity shares of Resulting Company are listed and/or admitted to trading. Resulting Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said stock exchanges.
4.7 In the event of there being any pending share transfers with respect to the application lodged for transfer by any shareholder of Demerged Company, the Board of Directors or any committee thereof of Demerged Company if in existence, or failing which the Board of Directors or any committee thereof of Resulting Company shall be empowered in appropriate case, even subsequent to the Record Date to effectuate such a transfer in Demerged Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or the transferee of the share(s) in Demerged Company and in relation to the Demerged Company Equity Shares after the Scheme becomes effective.
4.8 New Equity Shares to be issued and allotted by Resulting Company to the equity shareholders of Demerged Company pursuant to Clause 4.1 of this Scheme, in respect of any equity shares in Demerged Company which are held in abeyance under the provisions of Section 126 of the Act, pending allotment or settlement of dispute, by order of court or otherwise, be held in abeyance by Resulting Company.

4.9 Approval of this Scheme by the equity shareholders of Resulting Company shall be deemed to be due compliance of the provisions of Section 61 of the Act and the other relevant and applicable provisions of the Act for the issue and allotment of New Equity Shares by Resulting Company, as provided in this Scheme.
4.10 The approval of this Scheme by the equity shareholders of Resulting Company under Sections 230 to 232 of the Act shall be deemed to have the approval under Sections 13, 14, 62 and 188 and any other applicable provisions of the Act and any other consents and approvals required in this regard.

5. ACCOUNTING TREATMENT AND CAPITAL REORGANIZATION

Notwithstanding anything to the contrary herein, upon this Scheme becoming effective, Resulting Company and Demerged Company shall give effect to the accounting treatment in its books of account in accordance with the accounting standards specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and more particularly, IND AS 103 (Business combinations of entities under common control), or any other relevant or related requirement under the Act, as applicable on the Appointed Date.

5.1 In the books of Demerged Company
5.1.1 The assets and the liabilities of the Demerged Company relating to the Demerged Undertaking being transferred to the Resulting Company shall be at values appearing in the books of account of the Demerged Company as on the Appointed Date.
5.1.2 Inter-Company Investment and / or Loans and Advances if any between the Demerged Company and the Resulting Company will stand cancelled and there shall be no obligation / outstanding in that behalf.
5.1.3 The value of all assets and liabilities including deferred tax assets and liabilities pertaining to the Demerged Undertaking which cease to be assets and liabilities of the Demerged Company shall be reduced by the Demerged Company at their carrying values on the day immediately preceding the Appointed Date in its books of accounts;
5.1.4 The difference i.e. the excess or shortfall, as the case may be, of the value of transferred assets over the Transferred Liabilities pertaining to the Demerged Undertaking and demerged from the Demerged Company pursuant to the Scheme' (post giving effect to Clause 5.1.1, 5.1.2 and 5.1.3 above) shall first be adjusted against Securities Premium Account of the Demerged Company to the extent available and thereafter against General Reserve Account, to the extent available and thereafter against Retained Earnings to the extent available, in the same order
5.1.5 The adjustment to the Securities Premium Account, General Reserve Account and Retained Earnings (as per Clause 5.1.4 above) shall be given effect as an integral part of the Scheme without following the procedure laid down under Sections 52 and 66 of the Act. The Demerged Company shall obtain the necessary approvals from its shareholders and creditors as required under Section 66 in terms of this scheme only and the Demerged Company shall not, nor shall be obliged to call for a separate meeting of its shareholders and creditors for obtaining their approval sanctioning the reduction of the issued,

subscribed and paid-up equity share capital as contemplated herein. The order of the NCLT sanctioning the Scheme shall be deemed to be also the order under Section 66 of the Act confirming the reduction

5.1.6 The provisions of this part shall operate notwithstanding anything to the contrary in this scheme.

5.2 In the books of Resulting Company

5.2.1 Upon coming into effect of this Scheme, Resulting Company shall account for the scheme in accordance with “Pooling of Interest Method” laid down under Appendix C of Ind AS 103 (Business Combinations of entities under common control) and shall record the assets and liabilities, of the Demerged Undertaking vested in it pursuant to this Scheme, at their respective carrying values of Demerged Company as on the Appointed Date.

5.2.2 The Resulting Company shall credit to its Equity Share Capital account the aggregate face value of the New Equity Shares, issued and allotted by it to the shareholders of the Resulting Company pursuant to Clause 4.1 of this Scheme.
5.2.3 Consequent to the transfer and vesting of Demerged Undertaking, as on Appointed Date, Resulting Company shall also effect reorganization of investment cost in Demerged Company proportionate to value of Demerged Undertaking vis-à-vis total value of Demerged Company in absolute figures based on the valuation carried out by an independent valuer for the purpose of demerger.
5.2.4 The difference, if any, between the carrying value of assets and liabilities under Clause 5.2.1 above transferred to Resulting Company and the amount credited to Equity Share Capital account as per Clause 5.2.3 above and post adjusting the investment cost in Demerged Company as per Clause 5.2.4 above shall be transferred to capital reserve account in the books of Resulting Company.

6. TAXATION MATTERS

6.1 Upon the Scheme becoming effective and with effect from the Appointed Date, all the taxes, duties, cess paid or payable by the Demerged Company (including under the Income-tax Act, 1961 or any other applicable laws) pertaining to the Demerged Undertaking including but not limited to IGST, CGST, SGST, GST, advance taxes, tax deducted at source, withholding tax, credits, refunds, claims or interest thereon, if any, shall for all purpose, be treated as IGST, CGST, SGST, GST, advance taxes, tax deducted at source, withholding tax, credits, refunds, claims or interest of the Resulting Company.
6.2 Upon the Scheme becoming effective and with effect from the Appointed Date, the Resulting Company is expressly, permitted to revise and file returns pertaining to the Demerged Undertaking belonging to Demerged Company, including but not limited to income tax returns, tax deduction at source return, sales tax/value added tax returns, excise return, service tax returns, IGST, CGST, SGST, GST returns and other tax returns filed with the governmental and other authorities.
6.3 All expenses incurred by the Demerged Company under Section 43B of the Income-tax Act, 1961, in relation and pertaining to the Demerged Undertaking, shall be claimed as a deduction by the Resulting

Company and the transfer of the Demerged Undertaking shall be considered as succession of business by the Resulting Company.

6.4 All the expenses incurred by the Demerged Company and the Resulting Company in relation to the Scheme, including stamp duty expenses, if any, shall be allowed as deduction to each of the Demerged Company and the Resulting Company in accordance with Section 35DD of the Income-tax Act, 1961.

7. PROFIT, DIVIDEND, BONUS/RIGHT SHARES

7.1 Demerged Company shall not utilize profits or income, if any, of the Demerged Undertaking for any purpose including declaring or paying any dividend in respect of the period falling on and after the Appointed Date. Demerged Company shall also not utilize profits, adjust or claim adjustment of the profits/loss as the case may be earned/incurred or suffered in respect of the Demerged Undertaking after the Appointed Date.
7.2 Until the Effective Date, Demerged Company shall not issue or allot any further equity or preference shares either by way of rights issue or bonus issue or otherwise.

8. CONDUCT OF DEMERGED UNDERTAKING OF THE DEMERGED COMPANY TILL EFFECTIVE DATE

With effect from the Appointed Date and up to and including the Effective Date:

8.1 Demerged Company shall be deemed to have been carrying on and shall carry on its business and activities relating to the Demerged Undertaking and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets pertaining to the Demerged Undertaking for and on account of and in trust for Resulting Company. Demerged Company hereby undertakes to hold its said assets with utmost prudence until the Effective Date.
8.2 Demerged Company shall carry on its business and activities relating to the Demerged Undertaking with reasonable diligence, business prudence and shall not, except in the ordinary course of business or without prior written consent of Resulting Company, alienate charge, mortgage, encumber or otherwise deal with or dispose of Demerged Undertaking or part thereof.
8.3 All the profits or income accruing or arising to Demerged Company or expenditure or losses arising or incurred or suffered by Demerged Company pertaining to the Demerged Undertaking shall for all purposes be treated and be deemed to be accrued as the income or profits or losses or expenditure as the case may be of Resulting Company.
8.4 Demerged Company shall not vary the terms and conditions of employment of any of the employees of Demerged Undertaking except in the ordinary course of business or without the prior consent of Resulting Company or pursuant to any pre-existing obligation undertaken by Demerged Company, as the case may be, prior to the Effective Date.
8.5 All loans raised and all liabilities and obligations incurred by the Demerged Company with respect to the Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Resulting

Company and to the extent they are outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to become the debts, liabilities, duties and obligations of the Resulting Company;

8.6 Demerged Company shall be entitled, pending the sanction of the Scheme, to apply to the Central/State Government, and all other agencies, departments and authorities concerned as are necessary under any law or rules, for such consents, approvals and sanctions, which Resulting Company may require pursuant to this Scheme.

9. EMPLOYEES

9.1 On the Scheme becoming operative, all staff and employees on the rolls of Demerged Company engaged in the Demerged Undertaking and who are duly identified or specified as such by the Board of Directors as at the Effective Date shall be deemed to have become staff and employees of Resulting Company without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Resulting Company shall not be less favorable than those applicable to them with reference to their employment in Demerged Company.
9.2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund or any other Special Fund or Trusts, if any, created or existing for the benefit of the staff and employees of Demerged Undertaking or all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of Demerged Company in relation to Demerged Undertaking in relation to such Fund or Funds shall become those of Resulting Company. It is clarified that the services of the staff and employees of Demerged Undertaking will be treated as having been continuous for the purpose of the said Fund or Funds.

10. LEGAL PROCEEDINGS

10.1 If any suit, appeal or other proceeding of whatever nature by or against Demerged Undertaking is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against Resulting Company, as the case may be, in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Demerged Undertaking as if this Scheme had not been made. The Demerged Company and Resulting Company shall take appropriate steps in the respective court or forum before which such suit, appeal or other proceeding is pending to appropriately substitute the name of the plaintiff, defendant, petitioner, respondent or other from that of the Demerged Company to the name of the Resulting Company on due approval or sanction of such court or forum as appropriate.
10.2 In case of any litigation, suits, recovery proceedings which are to be initiated or may be initiated against Demerged Undertaking after the Appointed Date, Resulting Company shall be made party thereto and any payment and expenses made thereto shall be the liability of Resulting Company.

11. CONTRACTS, DEEDS, ETC.

11.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, insurance, Letters of Intent, undertakings, arrangements, policies, agreements and other instruments, if any, of whatsoever nature

pertaining to Demerged Undertaking to which Demerged Company is a party and which is subsisting or having effect on the Effective Date, shall be in full force and effect against or in favor of Resulting Company, as the case may be, and may be enforced by or against Resulting Company as fully and effectually as if, instead of Demerged Company, Resulting Company had been a party thereto.

11.2 Resulting Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novations, to which Demerged Company will, if necessary, also be party in order to give formal effect to the provisions of this Scheme. Resulting Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of Demerged Undertaking and to implement or carry out all formalities required on the part of Demerged Undertaking to give effect to the provisions of this Scheme.

12. SAVING OF CONCLUDED TRANSACTIONS

The transfer of properties and liabilities under Clause 3 above and the continuance of proceedings by or against Resulting Company under Clause 9 above shall not affect any transaction or proceedings already concluded by the Demerged Undertaking on or after the Appointed Date till the Effective Date, to the end and intent that Resulting Company accept and adopts all acts, deeds and things done and executed by Demerged Undertaking in respect thereto as done and executed on behalf of Resulting Company.

PART III - GENERAL TERMS AND CONDITIONS

13. APPLICATION TO THE COMPETENT AUTHORITY

The Demerged Company and Resulting Company shall make necessary applications before the NCLT, Mumbai Bench for the sanction of this Scheme of Arrangement under Sections 230 to 232 read with Sections 52 and 66 of the Act. Any further approval under the Act arising from the Scheme shall be deemed to have been granted, without any application, for any transaction among the Demerged Company and the Resulting Company and/or its Directors.

14. MODIFICATIONS/AMENDMENTS TO THE SCHEME

14.1 The Demerged Company (through its Board of Directors) and the Resulting Company (through its Board of Directors) may, in their full and absolute discretion, assent to any alterations or modifications in this Scheme which the Competent Authority may deem fit to approve or impose and may give such directions as they may consider necessary to settle any questions or difficulty that may arise under the Scheme or in regard to its implementation or in any matter connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholder of the respective Company). In the event that any conditions are imposed by the Competent Authority which the Demerged Company and/or the Resulting Company find unacceptable for any reason whatsoever then the Demerged Company and/or the Resulting Company shall be entitled to withdraw from the Scheme.
14.2 For the purpose of giving effect to the Scheme or to any modification thereof, the Board of Directors or a Committee appointed by the Board of the Resulting Company are hereby authorized to give such directions and / or to take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise.

15. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS:

The Scheme is conditional upon and subject to:

(i.) The requisite consents, no-objections and approvals of the Stock Exchanges and SEBI to the Scheme in terms of the SEBI Circular and/or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on terms acceptable to the Demerged Company and the Resulting Company;
(ii.) The Scheme being agreed to by the respective requisite majorities of the members and creditors of the Demerged Company and the Resulting Company and the requisite order or orders being obtained;
(iii.) The Scheme being approved by the shareholders of the Resulting Company and the Demerged Company through resolution based by way of postal ballot and e-voting in terms of SEBI Circular, provided that the same shall be acted upon only if the votes cast by the public shareholders in favor of the Scheme are more than the votes cast by the public shareholders against it;
(iv.) The sanction of the Scheme by the Competent Authority under Sections 230 to 232 of the Act;
(v.) The certified copies of the order of the Competent Authority being filed with the Registrar of Companies, Maharashtra at Mumbai.
(vi.) Any other sanction or approval of any governmental or regulatory authority including Ministry of Information and Broadcasting, Department of Telecommunications in relation to transfer of licenses, etc., as may be considered necessary and appropriate by the respective Board of Directors of the Demerged Company and the Resulting Company, being obtained and granted in respect of any of the matters for which such sanction or approval is required.

16. EFFECTIVE DATE OF THE SCHEME:

16.1 This Scheme shall become effective when all the following conditions are fulfilled:
(i.) The Scheme being approved by the requisite majority of the shareholders and creditors of the Demerged Company and the Resulting Company as may be required under the Act and/or the orders of the Competent Authority.
(ii.) The Scheme is sanctioned by the said Competent Authority under Section 230 to 232 of the Act.
(iii.) The certified copy of the order of the said Competent Authority sanctioning the Scheme is filed with the Registrar of Companies, Maharashtra at Mumbai.
16.2 In the event of this Scheme failing to take effect finally within such period or periods as may be decided by the Demerged Company (through its Directors) and the Resulting Company (through its Directors), this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or by incurred inter se to or by the Parties or any one of them. In such a case, each company shall bear its own cost or as may be mutually agreed.

16.3 The Demerged Company and the Resulting Company shall be at liberty to withdraw this Scheme at any time as may be mutually agreed through the Board of Directors of the Demerged Company and the Resulting Company. In such a case, each company shall bear its own cost or as may be mutually agreed.

17. OPERATIVE DATE OF THE SCHEME:

17.1 The Scheme, although operative from the Appointed Date, shall become effective from the Effective Date.

18. EXPENSES CONNECTED WITH THE SCHEME:

18.1 Save and except as provided elsewhere in the Scheme, all costs, charges taxes, levies and other expenses including registration fee of any deed, in relation to or in connection with negotiations leading up to the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of the Scheme shall be borne and paid by the Resulting Company.
18.2 In the event that this Scheme fails to take effect within such period or periods as may be decided by the Demerged Company (through its Board of Directors) and the Resulting Company (through its Board of Directors) then, the Demerged Company and Resulting Company shall bear their own costs and expenses incurred by them, in relation to or in connection with the Scheme.

19. GENERAL TERMS AND CONDITIONS:

19.1 The Demerged Company and the Resulting Company shall, with all reasonable dispatch, make all applications / petitions under Sections 230 to 232 and other applicable provisions of the Act to the Competent Authority for the sanctioning of the Scheme and obtain all approvals and consents as may be required under law or any agreement.
19.2 The respective Board of Directors of the Demerged Company and the Resulting Company may empower any Committee of Directors or Officer(s) or any individual director, officer or other person to discharge all or any of the powers and functions, which the said Board of Directors are entitled to exercise and perform under the Scheme.
19.3 In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Demerged Company and the Resulting Company and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall prevail.
19.4 If any part of this Scheme is invalid, ruled illegal by any court(s) or authority of competent jurisdiction or unenforceable under the present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the parties shall attempt to bring about a modification in this Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part.
19.5 Binding Effect: Upon the Scheme becoming effective, the same shall be binding on the Demerged Company, Resulting Company, Competent Authority and all concerned parties without any further act, deed, matter or thing

ANNEXURE - B1

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ANNEXURE - B2

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ANNEXURE - C2

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ANNEXURE - D

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March 29, 2022

To, The General Manager, Department of Corporate Services, BSE Limited, P. J. Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 532859

Dear Sir/ Madam,

Sub: Report on Complaint in terms the SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/ 2020/ 249 dated December 22, 2020, as amended, (‘SEBI Circular’)
Ref. Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between NXTDIGITAL Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders (‘Scheme’).

This is in reference to the Scheme filed by the Company under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with BSE Limited (‘BSE’) on February 25, 2022 and subsequent hosting of the said Scheme, along with other relevant documents, by BSE on its website on March 7, 2022.

As per Para I(A)(6) of the SEBI Circular, the Company is, inter-alia required to submit a "Report on Complaints" containing the details of complaints received by the Company on the draft Scheme from various sources, within 7 days of expiry of 21 days from the date of uploading of the draft Scheme and related documents on the website of the relevant Stock Exchange.

In view of the above, the period of 21 days from date the uploading of said documents by BSE on its website (i.e. March 7, 2022) has completed on March 28, 2022. Accordingly, we attach herewith a "Report on Complaints", as Annexure-1 to this letter.

The Report on Complaints is also being uploaded on the website of the Company, i.e., www.teamhgs.com, as per requirement of the aforementioned said SEBI Circular.

Kindly acknowledge the receipt of the above documents.

For Hinduja Global Solutions Limited

NAREN Digitally signed by NARENDRA DRA SINGH Date: SINGH 2022.03.29 15:46:26 +05'30' Narendra Singh Company Secretary F4853

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Annexure-1

REPORT ON COMPLAINT

[Scheme of Arrangement between NXTDIGITAL Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders]

Period of Complaints Report: March 7, 2022 to March 28, 2022

	Part A	Part A	Part A
Sr. No.	Particulars			Number(s)
1.	Number of complaints received directly			Nil
2.	Number of complaints forwarded byStock Exchange			Nil
3.	Total Number of complaints/ comments received(1+2)			Nil
4.	Number of complaints resolved			Not Applicable
5.	Number of complaintspending			Not Applicable
Sr. No. 1.	Part B
	Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not Applicable

For Hinduja Global Solutions Limited

NAREN Digitally signed by NARENDRA DRA SINGH Date: 2022.03.29 SINGH 15:46:49 +05'30' Narendra Singh Company Secretary F4853

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April 7, 2022

To, National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Symbol: HGS

Dear Sir/ Madam,

Sub: Report on Complaint in terms the SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/ 2020/ 249 dated December 22, 2020, as amended, (‘SEBI Circular’)
Ref. Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Arrangement between NXTDIGITAL Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders (‘Scheme’).

This is in reference to the Scheme filed by the Company under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with National Stock Exchanges of India Limited (‘NSE’) on February 26, 2022 and subsequent hosting of the said Scheme, along with other relevant documents, by NSE on its website on March 16, 2022.

In view of the above, the period of 21 days from date the uploading of said documents by NSE on its website (i.e. March 16, 2022) has completed on April 6, 2022. Accordingly, we attach herewith a "Report on Complaints", as Annexure-1 to this letter.

The Report on Complaints is also being uploaded on the website of the Company, i.e., www.teamhgs.com, as per requirement of the aforementioned said SEBI Circular.

Kindly acknowledge the receipt of the above documents.

For Hinduja Global Solutions Limited

NARE Digitally signed by NARENDRA NDRA SINGH Date: 2022.04.07 SINGH 13:43:22 +05'30' Narendra Singh Company Secretary F4853

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Annexure 1

REPORT ON COMPLAINT

[Scheme of Arrangement between NXTDIGITAL Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders]

Period of Complaints Report: March 17, 2022 to April 6, 2022

	Part A
Sr. No.	Particulars	Number(s)
1.	Number of complaints received directly#	1
2.	Number of complaints forwarded byStock Exchange	Nil
3.	Total Number of complaints/ comments received(1+2)	1
4.	Number of complaints resolved	1
5.	Number of complaintspending	Not Applicable

# Received through SCORES platform and response submitted. No further query(ies) received from the shareholder.

Part B	Part B
Name of complainant	Date of complaint	Status (Resolved/Pending)
Baljinder Kaur	29-03-2022	Resolved

For Hinduja Global Solutions Limited

NAREN Digitally signed by NARENDRA DRA SINGH Date: 2022.04.07 SINGH 13:43:42 +05'30' Narendra Singh Company Secretary F4853

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ANNEXURE - E

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DCS/AMAL/TL/IP/2346/2022-23

“E-Letter”

May 31, 2022

The Company Secretary, HINDUJA GLOBAL SOLUTIONS LTD.

Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, 400018

Dear Sir,

Sub: Observation Letter regarding the Scheme of Arrangement amongst NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective Shareholders

We are in receipt of the draft Scheme of Arrangement amongst NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective Shareholders as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated May 30, 2022, has inter alia given the following comment(s) on the draft scheme of Arrangement:

a) “Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking approval of the Scheme.”
b) “Company shall ensure that additional information and undertakings, if any submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed Company and the Stock Exchanges.”
c) “Company shall duly comply with various provisions of the Circular.”
d) “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”
e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable.”
f) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”
g) “Company is advised that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”
h) “Company is advised that the proposed Equity Shares to be issued in terms of the ‘Scheme’ shall mandatorily be in demat form only.”
i) “Company is advised that the ‘Scheme’ shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.”
j) “Company to ensure that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

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BSE - INTERNAL

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k) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to the notice of Hon'ble NCLT.”
l) “Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
m) “It is to be noted that the petitions are filed by the Company before Hon'ble NCLT after processing and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

Further in continuation of comment as stated in point no a) of this letter, the Company shall disclose the following actions taken against Mr. Anil Harish, a director on the board of NXTDIGITAL Limited:

a) An adjudication order dated March 28, 2019 was passed against Mr. Anil Harish in the matter of CIG Realty Fund through which a penalty of Rs. 1,00,000/- was levied. Proceedings under Section 11B (1) and 11B (2) of SEBI Act, 1992 are also under progress in the same matter.
b) An adjudicating order dated October 31, 2011 was passed in the matter of Valecha Engineering Limited, imposing a penalty of Rs. 20 Lakh. The said order was set aside by Securities Appellate Tribunal vide Order dated June 22, 2012. Presently, an appeal is pending before the Supreme Court.
c) In the matter of Unitech Limited, Adjudication proceedings are under progress.

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
iii. To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities. Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section

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BSE - INTERNAL

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66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Prasad Bhide Manager

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BSE - INTERNAL

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Ref: NSE/LIST/30194_II

May 31, 2022

The Company Secretary Hinduja Global Solutions Limited Hinduja House No. 171, Dr. Annie Besant Road, Worli, Mumbai-400 018

Kind Attn.: Mr. Narendra Singh

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement between NXTDIGITAL Limited and Hinduja Global Solutions Limited and their respective shareholders.

We are in receipt of scheme of arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders vide application dated February 26, 2022.

Based on our letter no. NSE/LIST/30194_I dated April 25, 2022 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 read with Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94(2) SEBI (LODR) Regulations, 2015, kindly find following comments on the draft scheme:

a. The Company shall ensure that it discloses all the details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.

b. The Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the website of the listed Company and the stock exchanges.

c. The Companies involved in the scheme shall duly comply with various provisions of the Circular

d. The Company is advised that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

This Document is Digitally Signed e. The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

Signer: DIPTI VIPIL CHINCHKHEDE Date: Tue, May 31, 2022 20:40:33 IST Location: NSE

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Continuation Sheet

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f. The Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.

g. The Company is advised that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

h. The Company is advised that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

i. No changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

j. The Company is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

k. The Company is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

l. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.

m. As mentioned in point no.a above kindly note that the following actions against Mr. Anil Harish, a director on the board of NXTDIGITAL Limited shall also be disclosed before Hon’ble NCLT and shareholders while seeking approval of the scheme -

An Adjudication order dated March 28, 2019; was passed against Mr. Anil Harish in the matter of CIG Reality Fund through which a penalty of Rs.1,00,000/- was levied. Proceedings under section 11B(1) and 11B(2) of SEBI Act,1992 are also under progress in the same matter.
An Adjudication order dated October 31, 2011 was passed in the matter of Valecha Engineering Limited, imposing a penalty of Rs. 20 lakh. The said order was set aside by Securities Appellate Tribunal vide order dated June 22, 2012. Presently, an appeal is pending before the Supreme Court.
In the matter of Unitech Limited, Adjudication proceedings are under progress.
This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Tue, May 31, 2022 20:40:33 IST Location: NSE

Continuation Sheet

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It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from May 31, 2022 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Tue, May 31, 2022 20:40:33 IST Location: NSE

ANNEXURE - F1

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118

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Hinduja Global Solutions Limited (CIN: L92199MH1995PLC084610) Regd. Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Contact no.: 022 - 2496 0707 Website: www.teamhgs.com E-mail: [email protected]

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

		(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)
S.No.	Particulars	3 months ended 31.03.2022	Preceding 3 months ended 31.12.2021	Corresponding 3 months ended 31.03.2021	Year to date figures for Current year ended 31.03.2022	Previous year ended 31.03.2021
	(Refer Notes Below)	Unaudited	Unaudited	Unaudited	Audited	Audited
		(i)	(ii)	(iii)	(iv)	(v)
1 2 3 4 5 6 7 8 9 10 11 12	Continuing Operations Income Revenue from operations Other Income Total income Expenses Employee benefit expense Finance cost Depreciation and amortisation expense Other Expenses Total expenses Profit before exceptional items and tax Exceptional items (Refer note 6 below) Profit before tax and after exceptional items Income Tax expense Current tax Deferred tax Tax relating to prior years Total tax expense Profit for the period from continuing operations (5-6) Discontinued Operations (Refer Note 5) (a) Profit/ (Loss) before tax from discontinued operations (b) Tax expense/ (benefit) of discontinued operations Profit/ (Loss) after tax from discontinued operations [(a)-(b)] Profit for the period (7+8) Other comprehensive income A. Items that will be reclassified to profit or loss Deferred gains/ (losses) on cash flow hedges Income tax on above item Net change in fair value of hedges of net investment in foreign operations Exchange differences in translating the financial statements of foreign operations Income tax on above items Net other comprehensive income to be reclassified to profit or loss in subsequent periods (A) B. Items that will not be reclassified to profit or loss Remeasurements of post-employee benefit obligation Income tax on above item Net other comprehensive income not to be reclassified to profit or loss in subsequent periods (B) Total other comprehensive income, net of income tax [A+B] Total comprehensive income for the period (both continuing and discontinued operations) Profit/ (Loss) attributable to: - Owners - Non-controlling interests Other comprehensive income attributable to: - Owners - Non-controlling interests Total Other comprehensive income attributable to: - Owners - Non-controlling interests Paid-up equity share capital [nominal value per share Rs.10/- each] Earning per equity share (both continuing and discontinued operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised ) Earning per equity share (continuing operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised ) Earning per equity share (discontinued operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised )	86,546.10 8,588.90 95,135.00 62,942.26 862.94 3,344.39 23,086.00 90,235.59 4,899.41 167.01 4,732.40 1,311.55 3,499.03 - 4,810.58 (78.18) 655,806.49 87,100.60 568,705.89 568,627.71 (283.79) 146.73 150.03 12,146.51 (232.84) 11,926.64 691.91 32.74 724.65 12,651.29 581,279.00 568,627.73	80,293.35 1,074.74 81,368.09 62,365.91 656.56 2,614.17 15,974.97 81,611.61 (243.52) 2,648.47 (2,891.99) 46.13 (1,668.65) - (1,622.52) (1,269.47) 24,374.99 6,729.56 17,645.43 16,375.96 (1,385.00) 515.63 (22.34) (2,246.53) 139.76 (2,998.48) (571.49) 0.24 (571.25) (3,569.73) 12,806.23 16,375.99 -	76,199.45 2,679.83 78,879.28 59,425.20 816.37 2,923.40 15,075.06 78,240.03 639.25 2,403.73 (1,764.48) (1,576.72) (854.99) 1,728.58 (703.13) (1,061.35) 18,521.10 4,427.71 14,093.39 13,032.04 (1,330.11) 446.67 (71.63) (3,225.38) 64.61 (4,115.84) 168.97 (19.86) 149.11 (3,966.73) 9,065.31 13,125.21 -	326,369.45 14,976.72 341,346.17 252,319.06 2,761.22 12,089.19 62,712.84 329,882.31 11,463.86 7,729.61 3,734.25 2,240.55 1,534.64 (347.26) 3,427.93 306.32 711,759.12 101,710.23 610,048.89 610,355.21 (2,949.61) 898.13 - 9,103.83 (143.57) 6,908.78 293.73 79.06 372.79 7,281.57 617,636.78 610,355.22 -	260,175.69 7,118.25 267,293.94 210,493.98 3,510.58 11,731.17 41,922.05 267,657.78 (363.84) 10,921.35 (11,285.19) (1,589.17) (4,418.50) 580.77 (5,426.90) (5,858.29) 55,681.50 16,218.08 39,463.42 33,605.13 9,198.45 (3,035.06) 330.21 (553.18) 867.16 6,807.58 (1,069.36) (346.62) (1,415.98) 5,391.60 38,996.73 33,605.13 -
		568,627.73	16,375.99	13,125.21	610,355.22	33,605.13
		12,651.29 -	(3,569.73) -	(4,071.49) -	7,281.57 -	5,391.60 -
		12,651.29	(3,569.73)	(4,071.49)	7,281.57	5,391.60
		581,279.01 -	12,806.23 -	9,053.73 -	617,636.79 -	38,996.73 -
		581,279.01	12,806.23	9,053.73	617,636.79	38,996.73
		4,179.51 1,360.86 1,360.11 (0.19) (0.19) 1,361.05 1,360.30	2,089.76 39.20 39.17 (3.04) (3.04) 42.24 42.21	2,087.73 31.20 31.18 (2.54) (2.54) 33.74 33.72	4,179.51 1,460.74 1,459.92 0.73 0.73 1,460.00 1,459.19	2,087.73 80.45 80.41 (14.02) (14.02) 94.48 94.43

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Hinduja Global Solutions Limited

(CIN: L92199MH1995PLC084610) Regd. Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Contact no.: 022 - 2496 0707 Website: www.teamhgs.com

E-mail: [email protected]

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

Balance Sheet:

Balance Sheet:
	(Rs. in Lakhs)
Particulars	As at 31.03.2022 (Audited)	As at 31.03.2021 (Audited)
Right of use assets Assets classified as held for sale Liabilities (ii) Lease liabilities (iii) Other financial liabilities Contract liabilities (ii) Lease liabilities Contract liabilities Total Liabilities Current liabilities Financial Liabilities (i) Borrowings Total Current Liabilities TOTAL EQUITY AND LIABILITIES (iii) Trade payables (iv) Other financial liabilities Provisions Current Tax Liabilities (net) Other current liabilities Equity share capital Other Equity Equity attributable to the owners of the Group Non-controlling interest Total Equity Non-current liabilities Financial Liabilities (i) Borrowings Provisions Deferred tax liabilities (net) Total Non-Current Liabilities TOTAL ASSETS EQUITY AND LIABILITIES Equity (iv) Bank balances other than (iii) above (v) Loans (Refer note 14) (vi) Other financial assets Other current assets Total Current Assets ASSETS Non-current assets Property, Plant and Equipment Capital work-in-progress Goodwill Other Intangible assets Financial Assets (i) Investments (ii) Other financial assets Deferred tax assets (net) Income Tax Assets (net) Other non-current assets Total Non-Current Assets Current assets Financial Assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents	26,794.70 27,308.73 294.29 31,562.11 13,915.24 246,676.62 3,819.80 6,464.29 15,902.66 2,106.94	47,086.54 69,882.40 320.99 33,972.04 6,864.06 - 7,131.91 6,955.13 8,784.51 2,665.94
	374,845.38	183,663.52
	280.37 61,633.12 204,808.68 147,312.23 161,227.78 2,032.05 14,117.89 5,397.17	482.11 123,054.02 53,003.81 623.38 52,078.87 4,758.43 11,622.97 5,202.73
	596,809.29	250,826.32

	971,654.67	434,489.84
	4,179.51 776,662.45	2,087.73 206,399.60
	780,841.96	208,487.33
	-	-
	780,841.96	208,487.33
	- 22,699.31 402.52 2,875.33 - 3,150.61	19,134.05 66,458.04 398.28 20,951.71 1,023.58 299.67
	29,127.77	108,265.33
	346.14 7,781.66 46,643.25 20,656.29 24,796.09 1,170.63 49,601.53 10,689.35	10,089.72 12,122.27 38,364.80 34,577.63 8,127.95 2,386.60 2,509.16 9,559.05
	161,684.94	117,737.18

	190,812.71	226,002.51

	971,654.67	434,489.84

: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.
Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Dividend per share (par value Rs.10/- each) Interim dividend (Rs. per share) Final Dividend (Rs. per share) Special Dividend (Rs. per share)	150.00 25.00 -	28.00 - -	- 7.00 15.00	195.00 25.00 -	18.00 7.00 15.00
The Group is engaged only in Business Process Management and therefore, has only one reportable segment in accordance with the Ind AS 108 " Operating Segments".

3 Other Income includes following:

Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Gain/ (Loss) on account of fluctuations in foreign exchange currencies(both continuing and discontinued operations)	6,623.58	852.28	679.23	10,352.33	(1,362.25)
Standalone Information for Continuing operations:
Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Net Sales / Income from operations	16,525.01	15,030.54	13,922.88	61,829.41	52,819.98
ProfitBeforeTax	5,568.60	(3,147.96)	(1,684.23)	134.61	(7,640.52)
Profit After Tax	3,642.63	(2,073.36)	(1,779.36)	(57.90)	(5,106.80)

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Hinduja Global Solutions Limited (CIN: L92199MH1995PLC084610) Regd. Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Contact no.: 022 - 2496 0707 Website: www.teamhgs.com

E-mail: [email protected]

STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

5 The Board of Directors of Hinduja Global Solutions Limited (the “Company”), in its meeting held on August 9, 2021, had 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. . The shareholder and other regulatory approvals have been obtained and the transaction has been consummated on January 5, 2022. As a result, the Company has classified the HS business as Discontinued Operations in its Consolidated Financial Results and related notes. The prior period amounts have been accordingly re-presented.

Discontinued Operations include direct expenses clearly identifiable to the businesses being discontinued.The transaction is subject to closing working capital and other adjustments and hence the amounts reported above are current best estimates.

The Company does not expect to incur any significant recurring expenses relating to the HS business under Continuing Operations except for certain tax adjustments that may be required as final tax returns are completed and items which are exceptional in nature as indicated in Note 5 to the results above. The impact of discontinued operations on income, expenses and tax is as under.

Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Revenue from operations	4,894.44	94,550.63	80,159.31	253,223.01	298,716.14
Other Income*	661,933.45	4,567.21	83.84	667,826.97	1,039.41
Total income	666,827.89	99,117.84	80,243.15	921,049.98	299,755.55

Employee benefit expense	4,765.10	55,366.98	45,804.86	149,528.56	171,230.71
Finance cost	36.74	1,152.85	1,227.98	3,843.90	5,319.06
Depreciation and amortisation expense	324.34	5,287.12	4,416.10	14,651.33	19,020.14
Other Expenses	5,895.21	12,935.89	10,273.10	41,267.06	48,504.14
Total expenses	11,021.39	74,742.84	61,722.04	209,290.85	244,074.05

Profit before tax	655,806.50	24,375.00	18,521.11	711,759.13	55,681.50

Income Tax expense*	87,100.60	6,729.56	4,427.71	101,710.23	16,218.08

Profit after tax	568,705.90	17,645.44	14,093.40	610,048.90	39,463.42
* Above other income for 3 months ended March 31, 2022 and YTD M Rs. 655,431.38 lakhs and tax thereon of Rs 80,074.87 lakhs. Exceptional items includes costs related to certain vendor contracts attr the terms of divestment of HS Business and accordingly reported within	arch 31, 2022 includes Gain on sale of healthcare services business (“HS Business”) ibutable to the healthcare business (HC)These contracts have not been transferred pursuant to the Continuing Operations.The impact of the same are as below:
Particulars	3 months ended 31.03.2022	Preceding 3 months ended 31.12.2021	Corresponding 3 months ended 31.03.2021	Year to date figures for Current year ended 31.3.2022	Previous year ended 31.03.2021
Provisions attributable to Healthcare Business	Unaudited	Unaudited	Unaudited	audited	audited
	167.01	2648.47	2,360.09	7,729.61	9398.63
The Board of Directors of HGS International Mauritius had at its meetin equity stake in Diversify Offshore Staffing Solutions Pty Ltd., Australia. in the Philippines. It provides differentiated consumer engagement solut (ANZ) region and the others in the US. Effective February 25, 2022, the group has acquired Diversify Offshore view of this acquisition, the figures of the current quarter are not compa Financial numbers included in the consolidated results for quarter and y Further, exceptional items for quarter and year ended 31st March 2021 payable to the sellers of HGS Digital LLC (formerly Element Solutions L	Current year and 3 months ended 31.03.2022 1,492.16 248.31 (64.32) g held on January 28, 2022, approved entering into a definitive agreement to acquire a 100% Diversify is an Australian enterprise, providing value-added BPM services, with delivery operations ions to its impressive roster of over 50 clients, 70% of whom are in the Australia & New Zealand Staffing Solutions Pty Ltd., Australia for an aggregate consideration of Rs. 20,633.13 lakhs. In rable with the figures of preceding quarters and also with the previous year. ear ended March 31, 2022 is as under:- ary 17,2022, had, inter-alia, vide a Draft Scheme of Arrangement between NXTDIGITAL Limited ited (the "Resulting Company" or HGS") and their respective shareholders accorded approval to g along with the investments in its subsidiaries of NDL. The said Scheme/Demerger is subject to shareholders. The Companies have made an application to the BSE Limited (BSE) and National uary 26, 2022 respectively for seeking their No Objection on the Scheme of Arrangement under ents), Regulations, 2015 for proposed Scheme of Arrangement. The clearance is awaited. represents additional provision made towards the change in fair value of contingent consideration LC) for the acquisition of the remaining stake. This was settled in full subsequently.
Particulars	Current year and 3 months ended 31.03.2022
Operating revenues	1,492.16
Earnings Before Interest, Tax, Depreciation and Amortisation	248.31
Profit/ (Loss) Before Tax	(64.32)
The Board of Directors of the Company, at their meeting held on Febru (the "Demerged Company” or “NDL") and Hinduja Global Solutions Lim the Demerger of Digital, Media & Communications Business Undertakin necessary approvals of statutory/regulatory authorities and approval of Stock Exchange of India Limited (NSE) on February 25, 2022 and Febr Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirem

9 The Board of Directors at their meeting held on January 6, 2022 have approved issuance of Bonus Equity Shares of the Company in the proportion of 1 (One) Bonus Equity Share of Rs. 10/- each for every 1 (One) existing Equity Share of Rs. 10/- each, with a record date of February 23, 2022.The earnings per share has been restated for the previous quarters and year ended March 31, 2021.
10 During the year ended March 31, 2022, the Company issued 17,200 equity shares pursuant to the exercise of stock options by certain employees under the "Hinduja Global Solutions Limited Employee Stock Option Plan 2008" and 3,111 equity shares pursuant to the exercise of stock options by certain employees under the "Hinduja Global Solutions Limited Employee Stock Option Plan 2011".
11 Investors can view the standalone and Consolidated results of the Company on the Company's website: www.teamhgs.com and the website of BSE (www.bseindia.com) or NSE (www.nseindia.com).
12 Estimation uncertainty relating to COVID-19 outbreak:
The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. There were no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the period.
In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, loan receivables, goodwill, intangible assets, and certain investments, the Group has considered internal and external information up to the date of approval of these financial statements including credit reports and economic forecasts. The Group has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Group expects to recover the carrying amount of these assets.
The Group basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Group has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these financial results and the Group will continue to closely monitor any material changes to future economic conditions.
13 The figures of the quarter ended March 31, 2022 and March 31, 2021 are the balancing figure between the audited figures in respect of the full financial year ended March 31, 2022 and March 31, 2021 respectively and published year-to-date figures up to the third quarter ended December 31, 2021 and December 31, 2020, respectively which were subject to limited review.
14 The Group has deployed its surplus funds in the form of unsecured short term loans and subscription to debentures amounting to Rs.161,227.78 lakhs and Rs. 246,676.63 lakhs as on March 31, 2022. Out of these short term loans aggregating Rs. 112,450 lakhs are to related parties and carry interest at market rates and are repayable by March 31, 2023 or on demand, whichever is earlier.The other unsecured loans and subscription to debentures carry interest at market rates and are repayable by March 31, 2024. The Group monitors the financial condition of the borrowers periodically and believes that the loans are fully recoverable as the borrowers have sufficient net-worth or resources to allow for its repayment.
15 The consolidated financial results for the quarter and year ended March 31, 2022 have been reviewed by the Audit Committee and then approved by the Board of Directors at their meetings held on May 29, 2022. The statutory auditors, M/s Deloitte Haskins & Sells LLP have issued an unmodified review/ audit report. For Hinduja Global Solutions Limited Partha DeSarkar
Place Kolkatta Executive Director Date : May 29, 2022 DIN: 00761144

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Hinduja Global Solutions Limited (CIN: L92199MH1995PLC084610)

Regd. Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Contact no.: 022 - 2496 0707

Website: www.teamhgs.com E-mail: [email protected]

Consolidated Cash Flow Statement:

Consolidated Cash Flow Statement:	Consolidated Cash Flow Statement:	Consolidated Cash Flow Statement:
(Rs.in Lakhs)
	Year ended March 31, 2022	Year ended March 31, 2021
Profit before tax from continuing operations Cash Flow from Operating Activities Profit before tax from discontinued operations	3,734.26 711,759.12	(11,285.20) 55,681.50
Profit before tax	715,493.38	44,396.30
Provision for doubtful debts Non cash exceptional items Adjustments for: Depreciation and amortization expenses Employee share-based compensation (income)/expense Loss/ (Gain) on disposal of property, plant and equipment and Write-off (Increase)/ Decrease in trade receivables Bad Debts/ Advances Written off Income on termination of leases Unwinding of discount on security deposits Liabilities/ Provision no longer required written-back Profit on Sale of Healthcare Division Interest income Finance costs Net exchange differences Change in operating assets and liabilities: (Increase)/ Decrease in other financial assets (Increase)/ Decrease in other non-current assets (Increase)/ Decrease in other current assets Increase/ (Decrease) in trade payables Increase/ (Decrease) in other financial liabilities Increase/ (Decrease) in provisions Increase/ (Decrease) in other liabilities	28,206.20 (64.95) 941.99 137.66 93.95 (421.53) (2,275.98) (28.50) (655,431.38) (152.96) 6,605.12 (1,373.63) 7,729.61 (11,355.22) 5,934.27 555.12 (6,682.69) 12,368.61 (2,643.00) (1,114.51) 26,200.97	30,751.31 9.48 1,023.82 366.66 60.12 (865.34) (564.64) (265.19) - (3,474.24) 8,829.64 2,144.18 1,522.72 (25,868.76) (251.61) 46.56 (4,154.33) 10,358.11 4,028.13 8,926.18 5,336.20
Net cash generated from operating activities	122,722.54	82,355.30
Income taxespaid(net)	(63,772.87)	(13,194.64)
Net cash generated from operating activities	58,949.67	69,160.66
Payments for acquisition of business Cash flows from investing activities Payments for property, plant and equipment Payments for purchase of investments Cash proceeds from sale of healthcare business(net of expenses) Loans repaid Interest received Loans Given Proceeds from sale of property, plant and equipment Bank Deposits	(23,716.39) 4,603.69 (246,474.88) 744,156.89 (21,180.21) (146,688.85) 160,500.00 (269,440.91) (606.10)	(15,805.97) 545.04 - 550.01 - (212.97) 116,597.24 (126,091.03) 3,494.74
Net cash used in investing activities	201,153.24	(20,922.94)
Repayment of Lease liability Interest paid Dividendspaid Cash flows from financing activities Proceeds from issues of shares Payment for acquisition of non controling interest Proceeds from borrowings Repayment of borrowings	118.81 (1,840.81) - (38,756.17) (11,695.64) (6,668.78) (44,472.92)	54.87 (3,380.13) 58,413.75 (78,449.62) (11,585.56) (8,877.46) (3,749.99)
Net cash used in financing activities	(103,315.51)	(47,574.14)

Net increase/ (decrease) incash and cash equivalents	156,787.40	663.58
Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Transfer of cash due to Healthcare Business transfer Transfer of Opening Balances of Diversify on account of acquisition of business	53,003.81 443.57 (6,469.67) 1,043.58	53,082.42 - - (742.19)
Cash and cash equivalents at end of the year	204,808.68	53,003.81

Balances per statementof cash flows	204,808.68	53,003.81

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For Hinduja Global Solutions Limited

Place Kolkatta Date : May 29, 2022

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Partha DeSarkar Executive Director DIN: 00761144

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STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

		(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)	(Rs.in Lakhs)
S.No.	Particulars	3 months ended 31.03.2022	Preceding 3 months ended 31.12.2021	Corresponding 3 months ended 31.03.2021	Year to date figures for Current year ended 31.03.2022	Previous year ended 31.03.2021
	(Refer Notes Below)	Unaudited	Unaudited	Unaudited	Audited	Audited
		(i)	(ii)	(iii)	(iv)	(v)
1 2 3 4 5 6 7 8 9 10	Continuing Operations Income Revenue from operations Other Income Total income Expenses Employee benefit expense Finance cost Depreciation and amortisation expense Other Expenses Total expenses Profit before tax (1 - 2) Income Tax expense Current tax Deferred tax Tax relating to prior years Total tax expense Profit for the period from continuing operations (3 - 4) Discontinued Operations (Refer Note 9) (a) Profit/ (Loss) before tax from discontinued operations (b) Tax expense/ (benefit) of discontinued operations Profit/ (Loss) after tax from discontinued operations [(a)-(b)] Profit for the period (5+6) Other comprehensive income A. Items that will be reclassified to profit or loss Deferred gains/ (losses) on cash flow hedges Income tax on above item Exchange differences in translating the financial statements of foreign operation Income tax on above item Net other comprehensive income to be reclassified to profit or loss in subsequent periods (A) B. Items that will not be reclassified to profit or loss Remeasurements of post-employee benefit obligation Income tax on above items Net other comprehensive income not to be reclassified to profit or loss in subsequent periods (B) Other comprehensive income for the period, net of tax [A+B] Total comprehensive income for the period (both continuing and discontinued operations) Paid-up equity share capital [nominal value per share Rs.10/- each] Earning per equity share (both continuing and discontinued operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised ) Earning per equity share (continuing operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised ) Earning per equity share (discontinued operations) [nominal value per share Rs.10/- each] (a) Basic (for the period - not annualised ) (b) Diluted (for the period - not annualised )	16,525.01 7,455.75 23,980.76 12,418.70 563.77 1,262.27 4,167.42 18,412.16 5,568.60 1,969.24 (43.27) - 1,925.97 3,642.63 285,798.64 75,396.79 210,401.85 214,044.48 (335.58) 125.85 141.46 110.04 41.77 691.91 32.74 724.65 766.42 214,810.90 4,179.51 512.25 511.93 8.72 8.71 503.54 503.22	15,030.54 138.78 15,169.32 13,165.07 250.18 990.53 3,911.50 18,317.28 (3,147.96) (851.67) (222.93) - (1,074.60) (2,073.36) 18,201.68 4,643.24 13,558.44 11,485.08 (1,424.03) 520.49 (235.94) (30.44) (1,169.92) (571.49) 0.24 (571.25) (1,741.17) 9,743.91 2,089.76 27.49 27.49 (4.96) (4.96) 32.45 32.45	13,922.88 2,080.35 16,003.23 12,517.64 381.43 1,007.77 3,780.62 17,687.46 (1,684.23) (476.94) 70.27 501.80 95.13 (1,779.36) 11,293.43 3,078.83 8,214.60 6,435.26 (1,378.14) 450.55 (218.05) 29.82 (1,115.82) 168.97 (19.86) 149.11 (966.71) 5,468.55 2,087.73 15.41 15.40 (4.26) (4.26) 19.67 19.66	61,829.41 12,761.00 74,590.41 53,164.60 1,417.18 4,516.93 15,357.09 74,455.80 134.61 381.25 158.52 (347.26) 192.51 (57.90) 329,802.75 86,622.21 243,180.54 243,122.64 (3,100.97) 898.13 (1,086.32) 192.09 (3,097.07) 293.73 79.06 372.79 (2,724.28) 240,398.36 4,179.51 581.86 581.53 (0.14) (0.14) 581.99 581.67	52,819.98 4,372.77 57,192.75 45,711.02 1,731.13 4,258.54 13,132.58 64,833.27 (7,640.52) (2,565.27) (130.96) 162.51 (2,533.72) (5,106.80) 39,935.89 14,092.27 25,843.62 20,736.82 - 9,035.71 (3,001.16) 494.92 143.87 6,673.34 (1,069.36) (346.62) (1,415.98) 5,257.36 25,994.18 2,087.73 49.65 49.62 (12.22) (12.21) 61.87 61.84

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STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

Balance Sheet:

Balance Sheet:
	(Rs. in Lakhs)
Particulars	As at 31.03.2022 (Audited)	As at 31.03.2021 (Audited)
ASSETS Non-current assets Property, Plant and Equipment Right of use assets Capital work-in-progress Intangible assets Goodwill Financial Assets (i) Investments (ii) Loans (iii) Other financial assets Deferred tax assets (net) Income Tax Assets (net) Other non-current assets Total Non-Current Assets Current assets Financial Assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (v) Loans (Refer note 8) (vi) Other financial assets Other current assets Total Current Assets TOTAL ASSETS EQUITY AND LIABILITIES Equity Equity share capital Other Equity Total Equity Liabilities Non-current liabilities Financial Liabilities (i) Borrowings (ii) Lease liabilities (iii) Other non-current financial liabilities Provisions Total Non-Current Liabilities Current liabilities Financial Liabilities (i) Borrowings (ii) Lease liabilities (iii) Trade payables (iv) Other financial liabilities Provisions Current tax liabilities Other current liabilities Total Current Liabilities Total Liabilities TOTAL EQUITY AND LIABILITIES	7,058.43 15,071.62 20.40 784.88 2,504.26 38,880.28 30,360.20 2,480.03 4,043.98 6,751.47 2,033.84	19,456.57 56,486.77 320.99 4,061.13 2,504.26 38,880.28 29,266.44 5,386.56 4,163.64 7,782.02 2,093.11
	109,989.39	170,401.77
	280.37 22,804.89 85,129.07 147,098.46 112,450.00 3,135.58 7,150.29	482.11 82,848.58 15,789.97 400.43 35,950.00 4,447.39 7,247.79
	378,048.66	147,166.27

	488,038.05	317,568.04
	4,179.51 381,442.69	2,087.73 188,425.12
	385,622.20	190,512.85
	- 11,945.16 402.52 2,426.98	7,316.61 54,506.32 191.89 18,029.20
	14,774.66	80,044.02
	- 3,222.31 10,818.26 12,790.24 12,055.39 45,284.49 3,470.50	- 8,417.03 13,526.68 16,003.91 3,772.38 2,135.45 3,155.72
	87,641.19	47,011.17

	102,415.85	127,055.19

	488,038.05	317,568.04

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: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.	: The Board of Directors at their meeting held on May 29, 2022 has recommended final dividend of Rs 25 per share (on an equity share of par value of Rs. 10/- each) for the financial year 2021-22.
Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Dividend per share (par value Rs.10/- each) Interim dividend (Rs. per share) Final Dividend (Rs. per share) Special Dividend (Rs. per share)	150.00 25.00 -	28.00 - -	- 7.00 15.00	195.00 25.00 -	18.00 7.00 15.00
Other Income includes following: The Company is engaged only in Business Process Management and therefore, has only one reportable segment in accordance with the Ind AS 108 " Operating Segments".
Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Gain/ (Loss) on account of fluctuations in foreign exchange currencies(both continuing and discontinued operations)	5,988.47	(299.53)	536.13	8,455.20	(3,431.95)

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STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2022

4 The Board of Directors of the Company, at their meeting held on February 17,2022, had, inter-alia, vide a Draft Scheme of Arrangement between NXTDIGITAL Limited (the "Demerged Company” or “NDL") and Hinduja Global Solutions Limited (the "Resulting Company" or HGS") and their respective shareholders accorded approval to the Demerger of Digital, Media & Communications Business Undertaking along with the investments in its subsidiaries of NDL. The said Scheme/Demerger is subject to necessary approvals of statutory/regulatory authorities and approval of shareholders. The Companies have made an application to the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on February 25, 2022 and February 26, 2022 respectively for seeking their No Objection on the Scheme of Arrangement under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for proposed Scheme of Arrangement. The clearance is awaited.
5 During the Year ended March 31, 2022, the Company issued 17,200 equity shares pursuant to the exercise of stock options by certain employees under the "Hinduja Global Solutions Limited Employee Stock Option Plan 2008" and 3,111 equity shares pursuant to the exercise of stock options by certain employees under the "Hinduja Global Solutions Limited Employee Stock Option Plan 2011".
6 The Board of Directors at their meeting held on January 6, 2022 have approved issuance of Bonus Equity Shares of the Company in the proportion of 1 (One) Bonus Equity Share of Rs. 10/- each for every 1 (One) existing Equity Share of Rs. 10/- each, with a record date of February 23, 2022.The earnings per share has been restated for the previous quarters and year ended March 31, 2021.
7 Estimation uncertainty relating to COVID-19 outbreak:

The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. There were no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the period.

In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, loan receivables, goodwill, intangible assets, and certain investments, the Company has considered internal and external information up to the date of approval of these financial statements including credit reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges.

The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these financial results the Company will continue to closely monitor any material changes to future economic conditions.
8 The Company has deployed its surplus funds in the form of unsecured short term loans aggregating Rs. 112,450 lakhs to related parties as on March 31, 2022. These loans carry interest at market rates and are repayable by March 31, 2023 or on demand, whichever is earlier. The Company monitors the financial condition of the borrowers periodically and believes that the loans are fully recoverable as the borrowers have sufficient net-worth or resources to allow for its repayment.
9 The Board of Directors of Hinduja Global Solutions Limited (the “Company”), in its meeting held on August 9, 2021, had 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.The shareholder and other regulatory approvals have been obtained during the quarter and the transaction has been consummated on January 5, 2022. As a result, the Company has classified the HS business as Discontinued Operations in its Financial Results and related notes. The prior period amounts have been accordingly re-presented.
Discontinued Operations include direct expenses clearly identifiable to the businesses being discontinued. The transaction is subject to closing working capital and other adjustments and hence the amounts reported above are current best estimates.

The Company does not expect to incur any significant recurring expenses relating to the HS business under Continuing Operations except for certain tax adjustments that may be required as final tax returns are completed. The impact of discontinued operations on income, expenses and tax is as under

Particulars	3 months ended 31.3.2022	3 months ended 31.12.2021	Corresponding 3 months ended 31.3.2021	Year to date figures for current period ended 31.3.2022	Previous year ended 31.03.2021
Revenue from operations	1,741.67	54,208.46	47,954.48	152,860.12	183,471.84
Other Income*	292,688.18	4,503.97	198.68	298,452.50	1,116.16
Total income	294,429.85	58,712.43	48,153.16	451,312.62	184,588.00

Employee benefit expense	3,559.28	30,035.05	27,420.29	88,542.78	103,537.25
Finance cost	27.47	984.88	1,033.06	3,294.31	4,417.85
Depreciation and amortisation expense	187.84	3,501.36	3,573.38	10,520.91	14,469.49
Other Expenses	4,856.59	5,989.45	4,833.00	19,151.85	22,227.52
Total expenses	8,631.18	40,510.74	36,859.73	121,509.85	144,652.11

Profit before tax	285,798.67	18,201.69	11,293.43	329,802.77	39,935.89

Income Tax expense*	75,396.79	4,643.24	3,078.83	86,622.21	14,092.27

Profit after tax	210,401.88	13,558.45	8,214.60	243,180.56	25,843.62

Above other income for 3 months ended March 31, 2022 and YTD March 31, 2022 includes Gain on sale of healthcare services business (“HS Business”) Rs. 287,209.50 lakhs and tax thereon of Rs 72,360.00 lakhs.

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10 The figures of the quarter ended March 31, 2022 and March 31, 2021 are the balancing figure between the audited figures in respect of the full financial year ended March 31, 2022 and March 31, 2021 respectively and published year-to-date figures up to the third quarter ended December 31, 2021 and December 31, 2020, respectively which were subject to limited review.
11 The standalone financial results for the quarter and year ended March 31, 2022 have been reviewed by the Audit Committee and then approved by the Board of Directors at their meetings held on May 29,2022. The statutory auditors, M/s Deloitte Haskins & Sells LLP have issued an unmodified review/ audit report.

For Hinduja Global Solutions Limited Partha DeSarkar Place : Kolkatta Executive Director Date : May 29, 2022 DIN: 00761144

134

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Hinduja Global Solutions Limited (CIN: L92199MH1995PLC084610)

Regd. Office : Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400018. Contact no.: 022 - 2496 0707

Website: www.teamhgs.com

E-mail: [email protected]

Standalone Cash Flow Statement:

Standalone Cash Flow Statement:	Standalone Cash Flow Statement:	Standalone Cash Flow Statement:
(Rs.in Lakhs)
	Year ended March 31, 2022	Year ended March 31, 2021
Cash Flow from Operating Activities Profit before tax from continuing operations Profit before tax from discontinued operations	134.62 329,802.75	32,295.38 -
Profit before tax	329,937.37	32,295.38
Adjustments for: Depreciation and amortization expenses Employee share-based payment expense Allowance for bad and doubtful debts/ advances Loss/ (Gain) on disposal of property, plant and equipment and Write-off Liabilities/ Provision no longer required written-back Profit on Sale of Healthcare Division Unwinding of discount on security deposits Interest income classified as investing cash flows Gain on termination of leases Finance costs Bad debts Net exchange differences Change in operating assets and liabilities: (Increase)/ Decrease in trade receivables (Increase)/ Decrease in other financial assets (Increase)/ Decrease in other non-current assets (Increase)/ Decrease in other current assets Increase/ (Decrease) in trade payables Increase/ (Decrease) in other financial liabilities Increase/ (Decrease) in provisions Increase/ (Decrease)in other liabilities	16,503.52 (64.95) 122.57 70.10 (970.01) (287,209.50) (2,275.98) (8,278.67) (421.53) 4,711.49 62.37 (3,272.73) (17,331.64) (7,862.41) 55.39 (150,788.30) (2,761.68) 19,675.16 (7,025.48) 314.78	18,728.03 9.48 189.68 37.75 (256.35) - (564.64) (3,518.26) (671.44) 6,148.98 5.43 1,540.00 (4,530.81) 153.88 (45.45) (2,971.63) (1,021.66) 1,908.00 5,196.84 192.57
Cash generated from operations	(116,810.13)	52,825.78
Income taxespaid	(42,284.52)	(11,028.22)
Net cash inflow from operating activities	(159,094.65)	41,797.56
Cash flows from investing activities Payments for property, plant and equipment Payments for purchase of investments Proceeds from sale of investments Cash proceeds from sale of healthcare business (net of expenses) Proceeds from sale of property, plant and equipment Loan repaid Loans given Interest received	(7,665.93) - 201.74 371,048.09 - 160,500.00 (236,988.83) 7,924.77	(6,437.44) - 550.01 - 98.35 104,500.00 (106,450.00) 3,089.50
Net cash outflow from investing activities	295,019.84	(4,649.58)
Cash flows from financing activities Proceeds from issues of shares Proceeds from borrowings Repayment of borrowings Repayment of Lease liability Interest paid Dividendspaid	118.81 - (11,188.95) (8,019.54) (4,753.56) (44,472.92)	54.87 56,993.80 (69,133.76) (7,995.81) (6,166.34) (3,749.99)
Net cash outflow from financing activities	(68,316.16)	(29,997.23)

Net increase/ (decrease) in cash and cash equivalents	67,609.03	7,150.75
Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents	15,789.97 1,730.07	8,502.34 136.88
Cash and cash equivalents at end of theperiod	85,129.07	15,789.97

Balancesper statement of cash flows	85,129.07	15,789.97

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For Hinduja Global Solutions Limited

Place : Kolkatta Date : May 29, 2022

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Partha DeSarkar Executive Director DIN: 00761144

135

ANNEXURE - G

Shareholding Pattern* of the NXTDIGITAL LIMITED (“Demerged Company”) - Prior to the Scheme of Arrangement

Equity Shares of Rs. 10 each.

Sr. No.	Name of Shareholder(s)	Pre-Scheme	Pre-Scheme
(A)	Category - Promoters - Individuals / HUF	No. of Equity Shares	% Holding
1	Mr. A P Hinduja, Karta of A.P Hinduja (HUF)	81,490	0.24
2	Mr. Ashok Parmanand Hinduja, Karta of S.P. Hinduja (HUF Bigger)	7,45,476	2.21
3	Ms. Harsha Ashok Hinduja (25043 Shares) and Harsha A Hinduja Jointly With A P Hinduja (708747 Shares)	7,33,790	2.18
4	Mr. Ashok P Hinduja (47400 Shares) & Ashok P Hinduja Jointly with Harsha A Hinduja (67969 Shares)	1,15,369	0.34
5	Mr. Ambika Ashok Hinduja	2,65,862	0.79
6	Mr. Shom Ashok Hinduja	2,10,010	0.62
7	Ms. Shanoo S. Mukhi	955	0.00
8	Mr. Vinoo Srichand Hinduja	61,065	0.18
	Total(A)	2214017	6.58
(B)	Category -Promoters - Bodies Corporate
1	Hinduja GroupLimited	1,36,89,592	40.66
2	Hinduja Properties Limited	2,12,843	0.63
3	Hinduja RealtyVentures Limited	24,88,509	7.39
4	Hinduja Group Limited jointly with Hinduja Realty Ventures Limited (Partner of AasiaExports)	0	0.00
5	Aasia Corporation LLP	0	0.00
6	Hinduja Finance Limited	0	0.00
7	Amas Mauritius Limited	31,70,530	9.42
	Total(B)	1,95,61,474	58.09
(C)	Category -Non- Promoter Shareholding
	Public Shareholding	1,18,96,130	35.33
	Total(C)	1,18,96,130	35.33
	Total A + B + C	3,36,71,621	100.00

*as on June 30, 2022

136

**Shareholding Pattern* of the NXTDIGITAL LIMITED (“Demerged Company”) - Post the Scheme of Arrangement:**

Equity Shares of Rs. 10 each.

Sr. No.	Name of Shareholder(s)	Post Scheme	Post Scheme
(A)	Category - Promoters - Individuals /HUF	No. of Equity Shares	% of Shareholding
1	Mr. A P Hinduja, Karta of A.P Hinduja (HUF)	81,490	0.24
2	Mr. Ashok Parmanand Hinduja, Karta of S.P. Hinduja (HUF Bigger)	7,45,476	2.21
3	Ms. Harsha Ashok Hinduja (25043 Shares) and Harsha A Hinduja Jointly With A P Hinduja (708747 Shares)	7,33,790	2.18
4	Mr. Ashok P Hinduja (47400 Shares) & Ashok P Hinduja Jointly with Harsha A Hinduja (67969 Shares)	1,15,369	0.34
5	Mr. Ambika Ashok Hinduja	2,65,862	0.79
6	Mr. Shom Ashok Hinduja	2,10,010	0.62
7	Ms. Shanoo S. Mukhi	955	0.00
8	Mr. Vinoo Srichand Hinduja	61,065	0.18
	Total(A)	2214017	6.58
(B)	Category -Promoters - Bodies Corporate
1	Hinduja GroupLimited	1,36,89,592	40.66
2	Hinduja Properties Limited	2,12,843	0.63
3	Hinduja RealtyVentures Limited	24,88,509	7.39
4	Hinduja Group Limited jointly with Hinduja Realty Ventures Limited (Partner of AasiaExports)	0	0.00
5	Aasia Corporation LLP	0	0.00
6	Hinduja Finance Limited	0	0.00
7	Amas Mauritius Limited	31,70,530	9.42
	Total(B)	1,95,61,474	58.09
(C)	Category -Non- Promoter Shareholding
	Public Shareholding	1,18,96,130	35.33
	Total(C)	1,18,96,130	35.33
	Total A + B + C	3,36,71,621	100.00

*as on June 30, 2022

Note: Post the Scheme of Arrangement, no shares will be issued by the Demerged Company, hence, there will be no change in the shareholding of demerged Company

137

**Shareholding pattern* of HINDUJA GLOBAL SOLUTIONS LIMITED (“Resulting Company”) - Prior to the Scheme of Arrangement.**

Equity Shares of Rs.10 each

Sr. No.	Name of Shareholder(s)	Pre- Scheme	Pre- Scheme
(A)	Category - Promoters Individual / HUF	No. of Shares	% Holding
1	Harsha Ashok Hinduja Jt. Ashok P. Hinduja (1114996 shares) & Harsha Ashok Hinduja (33390 shares)	11,48,386	2.75
2	Ashok P. Hinduja, Karta of S.P. Hinduja HUF (Bigger)	10,64,966	2.55
3	Ambika Ashok Hinduja	3,54,484	0.85
4	Shom Ashok Hinduja	2,80,014	0.67
5	Ashok P. Hinduja Jt. Harsha Ashok Hinduja (90626 shares) & Ashok P. Hinduja (63200 shares)	1,53,826	0.37
6	Vinoo S. Hinduja	1,22,130	0.29
7	Ashok P. Hinduja, Karta of A.P. Hinduja (HUF)	1,08,654	0.26
8	Shanoo S. Mukhi	1,910	0.004
	TOTAL (A)	32,34,370	7.74
(B)	Category - Promoters Bodies Corporates
	Hinduja Group Limited	1,42,54,891	34.11
	Hinduja Group Ltd jointly with Hinduja Realty Ventures Ltd (as demat A/c holder & partners of Aasia Exports)	20,14,490	4.82
	Hinduja Realty Ventures Limited	26,14,490	6.26
	Aasia Corporation LLP	4,17,809	1.00
	Amas Mauritius Limited	55,22,854	13.21
	TOTAL (B)	2,48,24,534	59.40
(C)	Category - Non-Promoter Shareholding
	Public Shareholding	1,37,36,228	32.87
	TOTAL (C)	1,37,36,228	32.87
	TOTAL (A + B + C)	4,17,95,132	100.00

*as on June 30, 2022

138

**Shareholding pattern* of HINDUJA GLOBAL SOLUTIONS LIMITED (“Resulting Company”) - Post the Scheme of Arrangement.**

Equity Shares of Rs.10 each

Sr. No.	Name of Shareholder(s)	Post- Scheme	Post- Scheme
(A)	Category - Promoters Individual / HUF	No. of Shares	% Holding
1	Harsha Ashok Hinduja Jt. Ashok P. Hinduja (1339995 shares) & Harsha Ashok Hinduja (41340 shares)	13,81,335	2.63
2	Ashok P. Hinduja, Karta of S.P. Hinduja HUF (Bigger)	13,01,625	2.48
3	Ambika Ashok Hinduja	4,38,885	0.83
4	Shom Ashok Hinduja	3,46,684	0.66
5	Ashok P. Hinduja Jt. Harsha Ashok Hinduja (112203 shares) & Ashok P. Hinduja (78248 shares)	1,90,451	0.36
6	Vinoo S. Hinduja	1,41,516	0.27
7	Ashok P. Hinduja, Karta of A.P. Hinduja (HUF)	1,34,524	0.26
8	Shanoo S. Mukhi	2,213	0.004
	TOTAL (A)	39,37,233	7.49
(B)	Category - Promoters Bodies Corporates
	Hinduja Group Limited	1,86,00,793	35.44
	Hinduja Group Ltd jointly with Hinduja Realty Ventures Ltd (as demat A/c holder & partners of Aasia Exports)	20,14,490	3.84
	Hinduja Realty Ventures Limited	34,04,493	6.49
	Hinduja Properties Limited	67,569	0.13
	Aasia Corporation LLP	4,17,809	0.80
	Amas Mauritius Limited	65,29,371	12.44
	TOTAL (B)	3,49,71,758	59.14
(C)	Category - Non-Promoter Shareholding
	Public Shareholding	1,75,12,777	33.37
	TOTAL (C)	1,75,12,777	33.37
	TOTAL (A + B + C)	5,24,84,535	100.00

*as on June 30, 2022

139

ANNEXURE – H

SUMMARY OF VALUATION REPORTS ALONGWITH BASIS OF SUCH VALUATION

NXTDIGITAL Limited (“NDL or Demerged Company”) and Hinduja Global Solutions Limited (“HGS or Resulting Company”) engaged M/s KPMG Valuation Services LLP and M/s SSPA & Co., Chartered Accountants as Independent Valuers to recommend share entitlement ratio in connection with the Scheme of Arrangement between NDL and HGS and their respective shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013 for the demerger of Digital, Media and Communications Undertaking of NDL into HGS. The Valuers have submitted their valuation reports both dated February 17, 2022 (“Valuation Reports”) to the Board of Directors of NDL.
NDL appointed Motilal Oswal Investment Advisors Limited, as a Merchant Banker, to provide an independent opinion to the Board of Directors of NDL as to fairness of the share entitlement ratio recommended by the Independent Valuers.
Motilal Oswal Investment Advisors Limited, Merchant Banker reviewed the Valuation Reports dated February 17, 2022 and the Scheme of Arrangement and carried out such independent analysis as is customary for issuance of the fairness opinion. In its Fairness Opinion Report dated February 17, 2022 (“Fairness Opinion”), Motilal Oswal Investment Advisors Limited, Merchant Banker concluded that the following share exchange ratio recommended by M/s KPMG Valuation Services LLP and M/s SSPA & Co., Chartered Accountants is fair:

“20 (Twenty) fully paid up Equity Shares of Rs. 10 each of Resulting Company shall be issued and allotted for every 63 (Sixty Three) Equity Shares of Rs. 10 each held in Demerged Company.”

Based on the Valuation Reports and Fairness Opinion Reports, the above share entitlement ratio was approved by the respective Board of Directors of NDL and HGS.

For more details on the above, please refer Annexure – B1 and Annexure B2.

140

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142

HINDUJA GLOBAL SOLUTIONS LIMITED

CIN: L92199MH1995PLC084610

Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai- 400018 Tel.: +91 22-2496 0707 | E-mail Id: [email protected] | Website: www.hgs.cx

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH

COMPANY APPLICATION NO. C.A.(CAA)/155/2022

In the matter of Sections 230 – 232 of the Companies Act, 2013 and other applicable provisions of Companies Act, 2013

And

In the matter of Scheme of Arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders

Hinduja Global Solutions Limited, a company incorporated under the provisions of the Companies Act, 1956, and an existing company under the Companies Act, 2013 having its registered office at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai- 400018.

…….Resulting Company/Company

Form No. MGT-11

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the member(s) : Registered Address : E-mail Id : Folio/ DP ID / Client ID No. :

I/We being the member(s) of _____shares of Hinduja Global Solutions Limited, hereby appoint:

(1) Name : ______________ Address : ______________ E-mail Id: : ______________ Signature : _______, or failing him; (2) Name : ______________ Address : ______________ E-mail Id: : ______________ Signature : _______, or failing him; (3) Name : ______________ Address : ______________ E-mail Id: : ______________ Signature : _______, or failing him;as my/ our proxy to attend and vote

(on a Poll) for me/ us and on my/ our behalf at the Meeting of the Shareholders of the Resulting Company, convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench pursuant to the Order dated July 29, 2022 passed in Company Scheme Application No.C.A.(CAA)/155/2022 to be held on Friday, September 2, 2022 at 1:00 p.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra and at any adjournment thereof in respect of the resolution as is indicated below:

Sr No	Particulars	Vote (Optional) Please put a Tick Mark or please mention No. of shares	Vote (Optional) Please put a Tick Mark or please mention No. of shares
		FOR	AGAINST
1.	To consider and approve the Scheme of Arrangement between NXTDigital Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders under Sections 230-232 and other applicable provisions of the Companies Act,2013.
		(Please Put a tick Mark) Affx Revenue stamp

Signed this ……. day of ………………………….….2022

Signature of shareholder(s): ……………………..

Signature of Proxy holder: ………………………..

Notes:

1) This form of proxy in order to be effective should be duly completed and deposited at the registered office of the company at Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai- 400018, Maharashtra, not less than 48 (Forty-Eight) hours before the commencement of meeting.
2) A proxy need not be a shareholder of the company.
3) All the alterations made in the form of proxy should be initialed.
4) For the Resolution, Explanatory Statement and Notes, please refer to the Notice of Hon’ble National Company Law Tribunal convened Meeting of Equity Shareholders.
5) A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Resulting Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Member. Proxies submitted on behalf of limited companies, societies etc must be supported by appropriate resolution / authority as applicable. The proxy holder shall prove his/ her identity at the time of attending the meeting.
6) Please affix appropriate revenue stamp before putting signature.
7) In case of multiple proxies, the proxy later in the time shall be accepted.
8) No one shall be appointed as a proxy who is minor.
9) The proxy of a shareholder blind or incapable of writing would be accepted if such shareholder has attached his signature or mark thereto in the presence of a witness who shall add his signature, his description and address, provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the shareholder before he attached his signature or mark.
10) The proxy of a shareholder who does not know English would be accepted if it is executed in the manner prescribed in point no. 9 mentioned above and the witness certifies that it was explained the shareholder in the language known to him, and gives the shareholder’s name in English below his signature.

HINDUJA GLOBAL SOLUTIONS LIMITED

CIN: L92199MH1995PLC084610

Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai-400018 Tel.: +91 22-2496 0707 | E-mail Id: [email protected] | Website: www.hgs.cx

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting venue)

Sr. No.:

Regd. Folio No. / DP-Client ID No.	:
SHAREHOLDER’S NAME AND REGISTERED ADDRESS: Mr./Ms./Mrs./Messers Joint Holder 1 Joint Holder 2	:
In case of Proxy or Authorised Representative NAME OF PROXY OR AUTHORISED REPRESENTATIVE: Mr./ Ms./Mrs./Messers	:
No. of Shares held	:

I / We hereby record my / our presence at the Meeting of the Equity Shareholders of HINDUJA GLOBAL SOLUTIONS LIMITED, convened as per the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench, pursuant to the Order dated July 29, 2022 passed in Company Scheme Application no. C.A.(CAA)/155/2022, held on Friday, September 2, 2022 at 1:00 p.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra.

Signature of Shareholder / Proxy / Authorised Representative

Notes:

Members/ Authorised Representative(s) / Proxies are requested to bring the Attendance Slip when coming to the meeting.
Members who come to attend the meeting are requested to bring their copy of the Scheme which forms a part of the notice.
Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID for easy identification of attendance at the meeting.
A proxy is requested to bring his / her valid photo identity proof at the meeting.
Members are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Company in respect of such holding will be entitled to vote.
Please do not bring with you any person who is not a member of the Company at the Meeting.

HINDUJA GLOBAL SOLUTIONS LIMITED

CIN: L92199MH1995PLC084610

Regd. Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai- 400018 Tel.: +91 22-2496 0707 | E-mail Id: [email protected] | Website: www.hgs.cx

BALLOT FORM

Sr No.

Name(s) and Registered Address of the Sole / : First named Member

Name(s) of the Joint Member(s) if any :

Registered Folio No. / DP-Client ID No. :

No. of Share(s) held :

I /We hereby exercise my / our vote in respect of the following Resolution to be passed through e-Voting / Ballot for the business stated in the Notice convening the meeting of the equity shareholders of the Company pursuant to Order dated July 29, 2022 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench by submitting my / our assent or dissent to the said Resolution by placing tick () mark in the relevant box as stated herein below:

Item No.	Description of Resolution	No. of Equity Share(s) held	I /We assent to the Resolution (FOR)	I /We dissent to the Resolution (AGAINST)
1.	To consider and approve the Scheme of Arrangement between NXTDigital Limited (Demerged Company) and Hinduja Global Solutions Limited (Resulting Company) and their respective shareholders under Sections 230-232 and other applicable provisions, if any, of the Companies Act,2013.

Place:

Date :

(Signature of Equity Shareholder)

Note : Please read the instructions printed overleaf carefully before exercising your vote through this Ballot Form.

GENERAL INSTRUCTIONS

Shareholders have option to vote either through e-voting i.e. electronic means or vote at the venue of the meeting. However, in case shareholder(s) cast their vote both through remote e-voting and voting in the Ballot Form at the venue of the meeting, then vote cast through e-voting shall prevail and the voting done through ballot paper at the venue of the meeting shall be treated as invalid.
This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the company / Depository Participants). In case of joint holding this Form should be completed and signed by the first named Shareholder and in his absence, by the next named joint equity Shareholder.
In respect of shares held by corporate and institutional shareholders (companies, trusts societies, etc), the completed Ballot Form should be accompanied by a certified copy of the relevant Board Resolution / appropriate authorization, with the specimen signature(s) of the authorized signatory(ies) duly attested.
The consent must be accorded by recording the assent in the column FOR or dissent in the column AGAINST by placing a tick () in the appropriate column in the Form. The assent or dissent received in any other form shall not be considered valid.
Members are requested to fill the Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil.
There will be one Ballot Form for every Folio / DP ID-Client ID irrespective of the number of joint holders.
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 of August 26, 2022.
The Scrutinizer’s decision on the validity of the Ballot Form will be final and binding. Incomplete, unsigned or incorrectly ticked Ballot Forms will be rejected.

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Hinduja Global Solutions Limited — Proxy Solicitation & Information Statement 2022

60475_rns_2022-07-30_cd18042d-b19e-4582-a0a1-2197df0ad081.pdf

HINDUJA GLOBAL SOLUTIONS LIMITED

NOTICE TO EQUITY SHAREHOLDERS

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF HINDUJA GLOBAL SOLUTIONS LIMITED CONVENED PURSUANT TO THE ORDER DATED JULY 29, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. C.A.(CAA)/155/2022

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE RESULTING COMPANY PURSUANT TO THE ORDER DATED JULY 29, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To,

The Equity Shareholders of Hinduja Global Solutions Limited

To consider and approve the Scheme of Arrangement between NXTDIGITAL Limited (“Demerged Company”) and Hinduja Global Solutions Limited (“Resulting Company”) and their respective shareholders under Sections 230-232 and other applicable provisions, if any, of the Companies Act, 2013.

NOTES:

THE COMMENCEMENT OF THE MEETING.

INSTRUCTIONS FOR ELECTRONIC VOTING BY EQUITY SHAREHOLDERS

(E-voting Event No. 6778)

Voting through Electronic mean:

PROCEDURE FOR REMOTE E-VOTING

b) Members whose email ids are not registered with the Company/ depository Participants(s), and consequently the Notice of meeting and Voting instructions cannot be serviced, will have to follow the following process:

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. C.A.(CAA)/155/2022

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTIONS 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Background

1. Details of the Demerged Company

2. The Share Capital of Demerged Company as on June 30, 2022 is as follows:

3. Names and Address of the promoter of Demerged Company

4. Details of Directors of Demerged Company i.e. NXTDIGITAL Limited

5. Details of the Resulting Company

7. Names and Address of the promoters of the Resulting Company

8. Details of Directors of Resulting Company

The BSE vide its letter dated May 31, 2022 have stated that:

The NSE vide its letter dated May31, 2022 have stated that:

Action taken by Securities Exchange Board of India (“SEBI”)

10. Rationale of the Scheme

11. Description of the Scheme:

“20 (Twenty) fully paid up Equity Shares of Rs. 10 each of Resulting Company shall be issued and allotted for every 63 (Sixty Three) Equity Shares of Rs. 10 each held in Demerged Company.”

20. Amounts due to creditors as on April 30, 2022:

21. Effect of the Scheme on various parties

A. Key Managerial Personnel (KMPs) and Directors

B. Promoter and Non-Promoter of the Company

C. Preference Shareholders

D. Depositors

E. Creditors

F. Debenture Holder

G. Debenture Trustee and Depositor Trustee

H. Employees

I. Report adopted by the Board of Directors of the Demerged Company and Resulting Company explaining effect of the Scheme on Equity Shareholders (promoters and non-promoters shareholders), Key Managerial Personnel, and Directors laying out particulars of the share entitlement ratio.

22. Capital Structure pre and post demerger

23. General

24. Approvals/Sanctions/No-Objections from Regulatory or any Governmental Authorities

25. Inspection

SCHEME OF ARRANGEMENT

AMONGST NXTDIGITAL LIMITED (DEMERGED COMPANY)

AND

HINDUJA GLOBAL SOLUTIONS LIMITED (RESULTING COMPANY)

AND THEIR RESPECTIVE SHAREHOLDERS

A. PREAMBLE:

B. BACKGROUND AND DESCRIPTION OF THE COMPANIES:

C. Rationale of the Scheme

PART I

1. DEFINITIONS

2. SHARE CAPITAL

NXTDIGITAL Limited (Demerged Company)

Hinduja Global Solutions Limited (Resulting Company)

Hinduja Global Solutions Limited (Resulting Company)

PART II - DEMERGER OF DEMERGED UNDERTAKING OF DEMERGED COMPANY INTO RESULTING COMPANY

4. CONSIDERATION

5. ACCOUNTING TREATMENT AND CAPITAL REORGANIZATION

5.2 In the books of Resulting Company

6. TAXATION MATTERS

7. PROFIT, DIVIDEND, BONUS/RIGHT SHARES

8. CONDUCT OF DEMERGED UNDERTAKING OF THE DEMERGED COMPANY TILL EFFECTIVE DATE

9. EMPLOYEES

10. LEGAL PROCEEDINGS

11. CONTRACTS, DEEDS, ETC.

12. SAVING OF CONCLUDED TRANSACTIONS

PART III - GENERAL TERMS AND CONDITIONS

13. APPLICATION TO THE COMPETENT AUTHORITY

14. MODIFICATIONS/AMENDMENTS TO THE SCHEME

15. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS:

Hinduja Global Solutions Limited Proxy Solicitation & Information Statement 2022

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