Hinduja Global Solutions Ltd Directors Report

<dhhead>Directors’ Report</dhhead>

To

The Members,

Your Directors are pleased to present their Report on the business and operations of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year (’FY’) ended March 31, 2024.

Financial Results

(Rs in million* except per share data)

Particulars		Retained Business
	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from Operations	15,783	13,233	46,157	45,052
Other Income	2,708	3,982	4,721	5,015
Total Income	18,491	17,215	50,878	50,067
Operating Expenses	15,374	12,850	42,598	42,610
Finance Cost	909	1,008	1,836	1,373
Depreciation	2,678	2,327	5,339	4,554
Total Expenses	18,961	16,185	49,773	48,537
Profit Before Exceptional Items & Tax	(470)	1,030	1,105	1,530
Exceptional Items	-	-	-	(329)
Provision for Taxes	(180)	(1,386)	(207)	(1,022)
Profit After Tax for the Period	(290)	2,416	1,312	2,881
Share Capital**	465	525	465	525
Earnings Per Share in Rs
Basic	(6.09)	45.99	27.52	54.86
Diluted	(6.09)	45.99	27.52	54.86

* (1 million = Rs10 lakhs)

** The shareholders of the Company approved the proposal of buyback of Equity Shares recommended by the Board of Directors by way of e-voting through postal ballot at the maximum buyback price of J1,700/- per equity share and the maximum buyback size of Rs1,02,000 lakhs. Subsequently, the Buyback Committee at its meeting held on January 27, 2023 has approved the buyback of 60 lakh Equity Shares at a price of J 1,700/- per equity share i.e. up to J 1,02,000 lakhs (excluding transaction cost taxes) with the Record Date of March 6, 2023.

The buyback was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares has commenced on May 22, 2023 and closed on June 2, 2023. The buyback settlement was complete on June 9, 2023. The Company had bought back 60 Lakh equity shares of Face Value of J 10/- each ( i.e. J 600 lakhs) at a price of J 1,700/- per equity share by utilising its Securities Premium Reserve, General Reserve and Retained Earnings.

The Company credited ‘Capital Redemption Reserve’ with an amount of J 600 lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve. The Buyback resulted in cash outflow of J 1,02,000 lakhs (excluding transaction cost and taxes) and reduction of 11.43% of pre-buyback paid up equity share capital of the Company as at March 31, 2023.

Particulars		Discontinued Operations**
	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from Operations	-	-	-	-
Other Income	-	1,152	-	1,152
Total Income	-	1,152	-	1,152
Operating Expenses	-	7	-	1,113
Finance Cost	-	-	-	-
Depreciation	-	-	-	-
Total Expenses	-	7	-	1,113
Profit Before Exceptional Items & Tax	-	1,145	-	39
Exceptional Items	-	-	-	-
Provision for Taxes	-	260	-	(423)
Profit After Tax for the Period	-	885	-	462
Earnings Per Share in J
Basic	-	16.85	-	8.80
Diluted	-	16.85	-	8.80

* (1 million = C 10 lakhs)

** The Board of Directors of your Company, in its meeting held on August 9, 2021, had approved the sale of its healthcare services business ("HS Business") and the transaction has been consummated on January 5, 2022.

Further, as on March 31, 2020, the Investment and Treasury segment operation of the Media & Communication segment was classified as discontinued operation. During the year ended March 31, 2022, the Company has sold its investments classified as Fair Value through P&L and investments classified as Fair

Further, during the previous year ended March 31, 2023, the Company has recognized one time working capital adjustment of C 1,135.61 million on account of sale of healthcare service business.

The Standalone and Consolidated Financial Statements for the year ended March 31, 2024, have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as amended, (‘Ind AS’), as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) and other recognized accounting practices and policies to the extent applicable.

Operating Performance

Consolidated Performance

Operating Revenues of the Business grew 2.5% to C 46,157 million from C 45,052 million. Operating

Revenues of BPM Business dropped 0.5% from C 35,681 million to C 35,509 million and Digital Media Business operating revenues grew 13.6% from C 9,370 million to C 10,649 million.

Despite muted growth in revenues, change in business mix and cost management measures resulted in Operating EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization and excluding Other Income) grew 45.8% from C 2,441 million to C 3,559 million.

Other Income during FY 2024 decreased from

C 5,015 million to C 4,721 million due to lower profit from sale of property, drop in interest income and foreign exchange fluctuations

PAT (Profit after Tax) from continuing operations for FY 2024 dropped 54.5% to C 1,312 million from C 2,881 million due to lower tax reversals, Other income and absence of income from exceptional items.

Standalone Performance

Standalone financials comprise the financials of the Company’s BPM & Digital Media Business in India and its branch in Philippines.

Operating Revenues of the Business grew 19.3% from C13,233 million to C15,783 million. Operating Revenues of BPM Business grew 17.4% from C 7,864 million to C 9,237 million and Digital Media Business operating revenues grew 21.8% from C 5,374 million to C 6,546 million. Operating EBITDA grew by 6.6% from C 383 million to C 408 million.

Other Income during FY 2024 decreased from C 3,982 million to C 2,709 million due to drop in interest income and foreign exchange fluctuation.

PAT from continuing operations for FY 2024 decreased from a profit of C 2,416 million to loss of C 290 million due to lower tax reversals and decrease in other income . A review of the Financial and Operating Performance of your Company and its key subsidiaries has also been given in the ‘Directors Report’ and ‘Management Discussion and Analysis’ section, which forms part of this report.

Other Consolidated Financial Highlights

Cash flow from operations and after working capital changes: C 1,924 million in FY 2024 as compared to C 1,113 million in FY 2023; Capital expenditure: C 1,846 million in FY 2024 as compared to C 2,947 million in FY 2023; Gross Debt (exclusive of finance lease liability) of C 13,059 million as at March 31, 2024 as compared to C 3,208 million as at March 31, 2023, i.e., an increase of C 9,851 million during the year.

Net Worth: C76,425 million as at March 31, 2024 as compared to C 87,023 million as at March 31, 2023, a decrease of 12.2% primarily due to Buyback of shares completed during the year.

EPS for continuing operations (on post bonus share capital; allotment of equity shares pursuant to the scheme and buyback) has decreased from C 54.86 in FY 2023 to C 27.52 in FY 2024.

Consolidated Revenue Summary

Revenue by origination Geography - US & Canada: 46.9%, UK & Europe: 15.6%, India: 30.7% and others:

6.8%.

Revenue by Verticals - Media: 31.9%, Consumer: 20.4%, Banking and Financial Services: 14.3%, Telecom and Technology: 13.2%, Public Sector: 8.8% and Others: 11.5%.

Business Highlights

Delivery Centres: As on March 31, 2024, HGS had presence in nine countries, including 32 global delivery centres. The Digital Media Business covers 4,500 Pin code in India, two lakhs kilometers of owned + partner fibre networks and 125+ owned-and-operated NXTHUBs set up across India.

Clientele: As on March 31, 2024, HGS had 324 CX/ BPM clients and 797 HRO/ payroll processing clients.

The Digital Media business has a customer base of more than 6 million across India.

Dividend

Your Directors are pleased to recommend a final Dividend of C 7/- per equity share (70% on face value of C10/- each) for FY 2023-24, subject to Shareholders’ approval at the ensuing Annual General Meeting (‘AGM’).

In view of changes made under the Income Tax Act, 1961, by Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source, as applicable.

Pursuant to the requirements stipulated under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (‘SEBI Listing Regulations’), Dividend Distribution Policy has been hosted on the website of the Company at https:// hgs.cx/investors/corporate-policies/

Share Capital

During the financial year, your Company has bought back 60 lakhs equity shares, at a price of C 1,700/- per equity share and total amount utilized in the Buyback was C 1,020 Crore, excluding Transaction Costs and these 60 lakhs equity shares were extinguished in terms of Letter of Offer for buy back of equity shares.

Consequently, the issued, subscribed and paid-up capital of your Company has decreased from 5,25,20,285 equity shares on March 31, 2023 to 4,65,20,285 equity shares of C10/- each, aggregating to C465.20 Million as on March 31, 2024.

During the financial year, your Company has not issued shares with differential voting rights and sweat equity shares. The Company does not have any scheme to fund its employees to purchase the shares of the Company. Further, no shares have been issued to employees of the Company except under the ESOP Schemes and as mentioned above.

Transfer to Reserve

During the year under review, no amount was proposed to be transferred to the General Reserves of your Company out of the profits for the year.

Business Overview

A global leader in optimizing the customer experience lifecycle, digital transformation, business process management, and digital media ecosystem, HGS is helping its clients become more competitive every day. HGS’ core BPM business combines automation, analytics, and artificial intelligence with deep domain expertise focusing on digital customer experiences, back-office processing, contact centers, and HRO solutions. HGS’ digital media business, NXTDIGITAL (www.nxtdigital.in), is India’s premier integrated Digital Delivery Platforms Company delivering services via satellite, digital cable and broadband to over 6 million customers across 1,500 cities and towns.

Part of the multi-billion-dollar conglomerate Hinduja

Group, HGS takes a "globally local" approach. HGS has 18,335 employees in nine countries, including 32 delivery centers, making a difference to some of the world’s leading brands across verticals. For the year ended March 31, 2024, HGS had revenues of C 5,087.8 crore (US$ 614.4 million). Visit https://hgs.cx to learn how HGS transforms customer experiences and builds businesses for the future.

Detailed information pertaining/ relating to Business Review/ Overview has been provided in the ‘Management

Discussion and Analysis’ section, which forms part of this Report as Annexure ‘D’.

Incorporation of entity in South Africa

HGS International, Mauritius, a Wholly owned subsidiary of your Company, has incorporated a wholly owned subsidiary named Team HGS South Africa (Pty) Ltd., South Africa on March 27, 2024 which proposes to deliver business management services (voice and non-voice) as well as digital services to clients in UK, USA and other countries. South Africa operations will enable HGS to offer offshore/near shore delivery location in addition to delivery locations in India, Philippines, Jamaica and Colombia.

Acquisition of Seven Star Balaji Broadband

In April 2024, ONEOTT Intertainment Limited, a subsidiary of your Company, has acquired 51% shareholding of Seven Star Balaji Broadband Private Limited (‘Seven Star Balaji Broadband’) a total consideration of C18.36 Crores. Seven Star Balaji Broadband which has acquired the entire business of Seven Star Digital Private Limited, a company operating in the internet services space. The approximate revenue of the business taken over is C 15 crores with approximately 63,000 internet subscribers in the Mumbai and Maharashtra region and is a well known brand name in the internet services space in to Mumbai. This investment will give a significant the business objectives of ONEOTT in both customer acquisition and expansion of value added services.

This acquisition will leverage strength to scale up the business in Maharashtra area for exploring the possibilities for the purposes of providing state of the art Internet Services to the subscribers.

Synergy, merger of NXTDIGITAL Media

FY 2024 was the first full year since the merger of

NXTDIGITAL Media Group with HGS. There has been a lot of collaboration for both internal and external activities between the two business units in the last few months. Some of the key highlights are as under:

Launched the B2B focused brand CelerityX in the Indian market in August 2023, led by a comprehensive GTM campaign including a new brand identity, digital and event marketing, media, content marketing collateral, website, etc.

Co-developed the NetX application that simplifies and unifies the network management lifecycle for enterprises with a single platform for seamless connectivity.

Internal IT systems at the Media business such as

SAP platforms are now managed and maintained by HGS’ teams, ensuring enhanced efficiency and streamlined coordination between the two businesses. The teams are looking at more ways to leverage HGS’ expertise to drive innovation and optimize solutions through collaborative initiatives.

NXTDIGITAL Media Group has embarked on a journey of operational transformation, leveraging cutting-edge technologies to drive efficiency and innovation. In collaboration with the HGS team, NXTD IGITAL has made significant strides in optimizing processes and addressing immediate gaps through the strategic utilization of Robotic Process Automation (RPA). Processes that have been optimized so far include provisional queue monitoring, IP date correction and disconnection, leading to improved operational efficiency and cost savings.

Key subsidiaries

HGS International, Mauritius, wholly-owned subsidiary of your Company, is primarily engaged in investment activity. HGS International owns 100% of the share capital of HGS CX Technologies Inc, C-Cubed N.V.,

Curacao, Hinduja Global Solutions UK Ltd., HGS St. Lucia Ltd., Saint Lucia, Hinduja Global Solutions MENA FZ- LLC, Dubai, Team HGS South Africa (Pty) Ltd., and

Staffing Solutions Pty Ltd., Australia. DiversifyOffshore

HGS International, jointly with Hinduja Global Solutions UK Limited, owns 100% of the share capital of Falcon PR Holdings, Puerto Rico.

HGS (USA), LLC, wholly-owned subsidiary of HGS LLC, USA, operates in four cities in the US. It partners with Fortune 1,000 companies and Government agencies to provide comprehensive CRM programs in the verticals of consumer goods and services, e-commerce, telecom, media and travel & logistics. HGS (USA), LLC also subcontracts work to HGS India, its branch in the Philippines and to Team HGS in Jamaica.

For FY 2024, it recorded revenue of US$ 106.61 million as compared to US$ 130.37 million in FY 2023. HGS Canada Inc., wholly-owned subsidiary of HGS Canada Holdings LLC, (step down subsidiary of HGS LLC), is a Canadian Contact Center service provider, servicing marquee customers across verticals such as Media, Telecom, Technology and Logistics. HGS Canada offers technical support, inbound and outbound sales, customer care and customer retention in English and French languages.

For FY 2024, it recorded revenue of CAD 112.02 million as compared to CAD 101.19 million in FY 2023.

Hinduja Global Solutions UK Ltd. is a leading contact center company with centers in Chiswick, Preston,

Liverpool, Caerphilly (Wales) and Selkirk (Scotland).

It offers a range of services for inbound and outbound interactions to marquee customers across verticals such as Government, FMCG, financial services and retail.

For FY 2024, it recorded revenue of GBP 69.21 million as compared to GBP 98.15 million in FY 2023.

Team HGS Ltd., Jamaica, began call center operations in FY 2013 at Kingston. It services local Jamaican clients as well as US clients.

For FY 2024, it recorded revenue of Jamaican Dollars 3,576.65 million as compared to Jamaican Dollars 3,740.23 million in FY 2023.

HGS Digital LLC, is a wholly-owned subsidiary of Hinduja Global Solutions UK Ltd. HGS Digital LLC is engaged in providing digital marketing services, digital consulting services as well as cloud migration and cloud monitoring services. For FY 2024, it recorded revenue of US$ 47.94 million as compared to US$ 59.44 million in FY 2023.

Teklink International Inc., is an USA enterprise, providing full-service financial planning and analytics service provider, with presence in Europe and delivery centers in Hyderabad and Indore in India. It provides a full-service financial planning and analytics service provider to over 60 clients across multiple industries, including consumer products, retail, pharmaceuticals, manufacturing & distribution, utilities, and high tech. Effective February 28, 2023, HGS CX Technologies Inc., step down wholly owned subsidiary of your Company, has acquired TekLink International Inc., USA for an aggregate consideration of C 7,134.23 million.

As per the Transaction documents signed for acquisition of Teklink, the sellers were to be paid the hold back amount of US$ 5.2 million and eligible earn out payments upto US$ 10 million based on the earnings of CY 2023. Post completion of audit of Teklink, the total amount worked out was US $ 15.2 million and has since been paid in June 2024 by the holding company of Teklink i.e.

HGS CX Technologies Inc.

For FY 2024, it recorded revenue of US$ 35.52 million.

Indusind Media & Communications Limited (‘IMCL’), business consists of Passive infrastructure (owned real estate property being rented to Group and other companies), Technical division providing technical services to its subsidiaries and Holding of investments in subsidiaries who are multi-system operators (MSOs). The subsidiaries of IMCL are all MSOs who are in the Cable TV industry, providing a platform for transmitting TV signals through cable operators to end consumers. For FY 2023-24, it recorded revenue from operations of C 2,326.95 million as compared to C259.92 million in FY 2022-23.

OneOTT Intertainment Limited (‘OneOTT’), an Internet Service Provider which provides its services to Retail consumers directly, through Local Cable TV operators networks enterprises consisting of small and medium sized enterprises & provision of bulk bandwidth to other

ISP’s. The Company also provides network operations services using fibre and related network equipment to customers in India. OneOTT is also engaged in downlinking of TV channels.

For FY 2023-24, it recorded revenue from operations of C 2,380.75 million as compared to C 3,220.90 million in FY 2022-23.

Bhima Riddhi Infotainment Private Limited (‘Bhima

Riddhi’), is a subsidiary of IMCL. Bhima Riddhi is a Multi System Operator (MSO), engaged primarily in the operation and distribution of Television Channels through the medium Analogue, Digital and Terrestrial Satellite cable Transmission and Distribution network in India. For FY 2023-24, it recorded revenue from operations of C 825.59 million as compared to C 748.08 million in FY 2022-23.

In Entertainment (India) Private Limited (‘In Entertainment’) is a subsidiary of OneOTT. In Entertainment is in the business of Content Distribution and Tele-Shopping, Vouchers and also operates cable channels. The Company has access to cable rights of various Hindi movies and licenses the same to national MSO’s and Local Cable Operators. In Entertainment has a dedicated movie channel, ‘CVO Movies’ and a shopping channel ‘Shop24Seven M-Plex’.

For FY 2023-24, it recorded revenue from operations of C 557.48 million as compared to C 1,422.94 million in FY 2022-23.

During the year under review, Team HGS South Africa (Pty) Ltd. became subsidiary of your Company. Post March 31, 2024, Seven Star Balaji Broadband Private Limited also became subsidiary of your Company. The details of these two entities have been provided in this Report.

As on March 31, 2024, the Company has total 44 Subsidiaries. During the year under review, the Company does not have any joint venture or associate company. Pursuant to Section 129(3) of the Act, a statement containing the salient features of financial statements of your Company’s subsidiaries in Form AOC-1 is attached to the financial statements of your Further, pursuant to Section 136 of the Act, the financial statements of your Company, consolidated financial statements along with relevant documents, and separate audited accounts with respect to subsidiaries, as applicable, are available on the website of Company www.hgs.cx

Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments as per Section 186 of the Act have been disclosed in this Annual

Report as part of the Notes to the financial statements.

Credit Rating

During the year, CRISIL has reaffirmedyour Company’s long term rating as CRISIL A+/Stable and short term rating of CRISIL A1+.

Investor Education and Protection Fund (‘IEPF’)

The detailed information pertaining to IEPF has been provided in the ‘Report on Corporate Governance’, which forms part of this report as Annexure ‘C’.

Communications and Public Relations

Your Company continued its efforts in garnering brand awareness and recognition for its talent and technologies solutions in AI, Analytics, Digital Marketing and IT

Staffing. Receiving several elite distinctions in FY 2024,

HGS was also proud to be recognized again for several consecutive distinctions including APEX award, IAOP

Global Outsourcing 100 and The Stevies. During the year, HGS continued to cement itself as an industry thought leader through successful earned media coverage, establishing our targeted media Share of Voice (SOV) in North America to 8.71%, 11.62% in the UK and a 22% SOV in India.

Your Company focused heavily on expanding thought leadership in ArtificialIntelligence, Digital Transformation and IT Staffing, or Expert on Demand solutioning. Key themes and messaging were supported with notable media placements in key outlets such as Forbes, VMBlog,

TechCrunch, Information Week, CIO.com, and more.

These publications showcased HGS subject matter experts and leadership prominently through contributed content, feature stories, and quotes providing context and insights to issues affecting business leaders today.

Additionally, our sourced CX Buyers’ Insights Report helped to establish credibility in the many solutions (IT

Staffing, AI and Automation) we offer today, further driving home the key messaging on organizations investing in technology, but not necessarily talent.

In India, the Company continued to leverage media opportunities, social media, webinars, and events to enhance visibility and thought leadership among key stakeholders like investors, employees, and government officials. HGS shared information about its business growth, digital transformation, mergers and acquisitions, digital media services, HR activities, and community programs in key general, business and trade publications like The Economic Times, Moneycontrol, Times of India, Business Standard, People Matters, etc.

Corporate Social Responsibility (‘CSR’)

As a socially responsible organisation, your Company is committed to contribute to the overall development of the society. Your Company’s CSR initiatives have a significant focus on empowering economically and socially disadvantaged communities. To achieve goals, your Company concentrates CSR efforts in the following core areas: healthcare, education, skill development, water, rural development, and support for persons with disabilities. CSR projects are designed to hone vocational skills of youth and persons with disabilities with the objective of enhancing their employment opportunities and livelihood. Through these initiatives, your Company strives to create positive social impact and promote sustainable development.

Your Company continues to carry out CSR activities in the aforementioned areas and continues to undertake CSR activities as specified in Schedule VII of the Companies

Act, 2013.

The Corporate Social Responsibility Committee (‘CSR Committee’) of your Company as at March 31, 2024, consists of following Members:

Mr. Anil Harish (DIN: 00001685), Independent

Director – Chairman

Mr. Paul Abraham (DIN: 01627449), Non-Executive

Non-Independent Director – Member

Mr. Partha DeSarkar (DIN: 00761144), Whole-time

Director – Member

During FY 2023-24, one meeting of CSR Committee was held on November 22, 2023.

The CSR Policy of your Company is guided by a structured process. The CSR Forum, comprising senior employees, is responsible for identifying and evaluating potential CSR projects and initiatives. The recommendations are then forwarded to the CSR Committee, which reviews the proposals and assesses the associated costs in accordance with the relevant laws and regulations. Upon completing its review, the CSR Committee recommends approved projects to the Board for approval. Once approved, the CSR Forum oversees the implementation of the projects and provides regular updates to the CSR Committee and Board on the status of progress, expenses, and beneficiaries. Through this well-defined process, your Company ensures that our

CSR initiatives are thoroughly evaluated, aligned with mission and values, and ultimately contribute for the betterment of the society.

The Report on CSR activities, in the format as required under the Companies (Corporate Social Responsibility) Rules, 2014, as amended from time to time, is set out in Annexure ‘E’ forming part of this report. The CSR Policy of the Company is also available on the website of your Company at https://hgs.cx/investors/corporate-policies/

Directors’ Responsibility Statement

The financial statements are prepared in accordance with Ind AS to the extent applicable, as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act, the Directors, based upon the information and explanations obtained by them as also documents made available to them and to the best of their knowledge and belief, state that: a) In preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there have been no material departures in the adoption and application thereof; b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the Profit and Loss of the Company for that c) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Accounts on a going concern basis; e) They have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; ial year ended March 31, 2024, f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Your Company has in place internal financial controls framework which, inter-alia, consist of function wise Status of Testing (Risk and Control Matrix, Test of Design, Test of Operating Effectiveness), Summary of Controls

(Key and Non-Key), Process level controls (Process/

Function wise), IT General controls (Application wise and Process wise) and Summary of Gaps in Process Level Controls, IT General Controls, etc. Such framework is periodically tested internally, as well as reviewed and tested by the external consultant. Based upon the said framework and the compliance systems established and maintained by the Company, work performed by the statutory, internal and secretarial auditors, including audit of internal financial controls over financial reporting, the reviews carried matters including thorough understanding of on by the Management, confirmations provided by the external consultants and update on such ‘Framework’ presented to the Audit Committee and to the

Board, the Board is of the opinion that your Company’s internal financial controls were adequate and effective during FY 2023-24.

Number of Meetings of the Board

During FY ended March 31, 2024, seven (7) meetings of Board of Directors were held on May 26, 2023, June 24, 2023, August 9, 2023, November 9, 2023, December 28, 2023, February 14, 2024 and March 20, 2024. The Company has complied with time gap requirement between any two meetings provided under the provisions of the Act and SEBI Listing Regulations. Further details in this regard are given in the Corporate Governance Report, which forms part of this report as Annexure ‘C’.

Declaration by Independent Directors

Pursuant to the requirement of Section 149(7) of the Act, all the Independent Directors on the Board have given declaration of their independence, confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations. In the opinion of the

Board, Independent Directors fulfil the conditions of independence as specified in the Act and the SEBI Listing

Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing

Regulation, the Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Familiarization Program for Independent Directors

The details of familiarization program imparted to the

Directorsduringthe has been made available on your Company’s website at https://hgs.cx/investors/investors-familiarisation-programme-for-directors/

Board Evaluation

Pursuant to Sections 134 and 178 of the Act and applicable regulations of the SEBI Listing Regulations, the Board Effectiveness Evaluation has been carried out by adopting a two-pronged approach as under:-Part 1: Survey - A short survey having about 25-30 questions.

Part 2: One-on-one discussions

As in the past, it consists of three components: i. Independent Directors meeting; ii. Board and Committee effectiveness evaluation; iii. Individual Directors effectiveness evaluation. The effectiveness stated that the Board has deep expertise in diversified business, worldwide development that impact Business of the Company; and statutory and governance are given extremely high importance. Further, the Board has a robust review mechanism wherein adequate number of meetings are convened for review/ transparency.

Further, at the separate meeting of Independent Directors held during the financial year ended March 31, 2024

(without the attendance of Non-Independent Directors and the Members of the Management) on March 22, 2024, performance evaluation of Non-Independent Directors, the Chairman of your Company and the Board as a whole was carried out for FY 2023-24. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between your Company’s that their registration with the databank of Management and the Board.

Directors

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Sudhanshu Tripathi (DIN: 06431686), Non-Executive Director is liable to retire by rotation at the ensuing 29th AGM and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 14, 2024, have approved and recommended the re-appointment of Mr. Sudhanshu Tripathi (DIN: 06431686) as Director liable to retire by rotation. Accordingly, a proposal for re-appointment of Mr. Sudhanshu Tripathi is placed for the approval of the Members by way of an Ordinary Resolution at the ensuing AGM.

Further, Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 14, 2024, have approved and recommended following:

Continuation of Directorship of Mr. Ashok P. Hinduja

(DIN: 00123180), Chairman, Non-Executive Non-Independent Director, who will be completing 75 years of age on July 15, 2025.

Re-appointment of Ms. Bhumika Batra (DIN:

03502004) as an Independent Director for a period of 5 years (i.e. 2nd term) with effect from September 4, 2024.

Re-appointment of Dr. Ganesh Natarajan (DIN:

00176393) as an Independent Director for a period of 5 years (i.e. 2nd term) with effect from September 30, 2024.

Re-appointment of Mr. Partha DeSarkar (DIN: 00761144) as a Whole Time Director & Group CEO for a period of 1 year with effect from September 4, 2024 to September 3, 2025.

Approval of the Shareholders of the Company is being sought at the ensuing AGM for aforesaid re-appointment/ continuation of directorship.

None of the Directors of the Company are disqualified for appointment / to continue to act as Director under

Section 164 of the Act. Further, they are not debarred from holding the office of Director pursuant to order of

SEBI or any other authority.

Details relating to the composition of the Board, meetings of the Board held during financial year ended March 31,

2024, attendance of the Directors have been provided in the Report on Corporate Governance which forms part of this report as Annexure ‘C’.

Registration in Independent Directors’ Databank

Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate Affairs, the Independent Directors of the Company, to the extent applicable, have confirmed

Independent Directors maintained by the Indian Institute of Corporate Affairs is in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Audit Committee

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations, the Audit Committee of the Board as on March 31, 2024, comprises of following Members:

Mr. Anil Harish, Independent Director - Chairman

Ms. Bhumika Batra, Independent Director - Member

Dr. Ganesh Natarajan, Independent Director -

Member

Mr. Sudhanshu Tripathi, Non-Executive Non-

Independent Director - Member; and

Mr. Pradeep Udhas, Independent Director - Member

Further, as per the requirements of the Act, and the SEBI Listing Regulations, the Board had also constituted following Committees of the Board:

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship and Share Allotment

Committee

Risk Management Committee

Buyback Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this report as Annexure ‘C’. Further, there have been no instances where the Board did not accept the recommendations of its Committees, including the Audit Committee.

Key Managerial Personnel

Pursuant to the provision of Section 203 of the Act, the Company has the following Key Managerial Personnel as on March 31, 2024:

Mr. Partha DeSarkar - Whole-time Director & Group CEO

Mr. Vynsley Fernandes - Whole-time Director

Mr. Srinivas Palakodeti - Global Chief Financial Officer

Mr. Narendra Singh - Company Secretary

Affirmation of Code of

Your Company has a Code of Conduct for Board and

Senior Management Personnel that reflects its high standards of integrity and ethics. The Directors and Senior management of the Company have affirmed their adherence to this Code of Conduct for FY 2023-24.

A declaration to this effect, duly signed by Whole-time Director and Chief Executive Officer forms part of this report as Annexure ‘A’. This Code of Conduct is available on the Company’s website and can be accessed at https://hgs.cx/wp-content/uploads/2022/08/HGS-Code-of-Conduct-for-Board-Members-Sr-Mgt-Personnel.pdf

Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, forms part of this report as Annexure ‘B’.

Report on Corporate Governance

As required under Schedule V of the SEBI Listing Regulations, a detailed report on Corporate Governance forms part of this report as Annexure ‘C’.

Mr. Virendra Bhatt, Practicing Company Secretary, Mumbai, (Membership No.: ACS 1157 and C. P. No. 124), Secretarial Auditor of your Company has examined the compliance of conditions of Corporate Governance as stipulated in Schedule V (C) of the SEBI Listing

Regulations and the certificate Annexure ‘C’ to this report.

Report on Management Discussion and Analysis

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Management Discussion and Analysis which includes details on the state of affairs of the Company is annexed to this report as Annexure ‘D’.

Employees Stock Options Plan (‘ESOP’)

Two ESOP Schemes, viz. ‘Hinduja Global Solutions Limited Employees Stock Options Plan 2008’ and ‘Hinduja Global Solutions Limited Employees Stock Options Plan 2011’ have been in operation during FY 2023-24. These ESOP Schemes are in compliance with the provisions of

SEBI (Share Based Employee Benefits

Regulations, 2021, as amended. As on date, there are no outstanding stock options pending for vesting/ exercise.

The particulars of aforesaid ESOP Schemes are available on your Company’s website at https://hgs.cx/investors/ other-reports/#toggle-id-3

Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Act, an Annual Return as on March 31, 2024, in the prescribed format, is available on your Company’s website at https:// hgs.cx/investors/other-reports/.

Related Party Transactions

All contracts/ arrangements/ transactions entered into with the related parties during FY 2023-24 are in the ordinary course of business and at arm’s length basis and therefore, outside the purview of Section 188(1) of the

Act and same are disclosed in the financial statements of your Company. The Company has formulated a Policy on Related Party Transactions for identification and monitoring of such transaction as recommended by the Audit Committee and adopted by the Board is available on the Company’s website at https://hgs.cx/investors/ corporate-policies/.

Information on related party transactions pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, is given in Form AOC-2 and the same forms part of this report as

Annexure ‘F’.

Policy on Directors’ Appointment and Remuneration

Policy on Directors’ Appointment and Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Report on Corporate Governance, which forms part of this report as Annexure ‘C’. Policies framed under the Companies Act, 2013 and SEBI Listing Regulations, as applicable, have been uploaded on the website of the Company at https://hgs.cx/investors/ corporate-policies/.

Whistle Blower Policy and Vigil Mechanism

According to Section 177 of the Act, and Regulation 22 of the SEBI Listing Regulations, the Company has a

Whistle Blower Policy and Vigil Mechanism in place and is available on the website of your Company at https:// hgs.cx/investors/corporate-policies/. No complaint was received under the Policy during the year ended March 31, 2024.

The details of the Policy are disclosed in the Report on Corporate Governance, which forms part of this report as Annexure ‘C’.

Internal Complaints Committee (‘ICC’)

Pursuant to the provisions of Sexual Harassment of

Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, your Company has in place an Internal Complaints Committee (ICC) and also Policy on appropriate social conduct at workplace. The Policy is applicable to all employees of your Company at all locations. Employees, for the purpose of this policy, shall include all persons engaged in the business and operations of your Company and includes permanent, temporary and part-time employees. In addition, this policy shall also be applicable to all third parties such as visitors, clients, customers, contractors, service providers and any other person authorized to be present within the premises/ workplace of your Company. Your Company’s workplace includes Company’s premises, as well as the premises of other third parties, vendors and associates of your company where the employees of your Company are required to perform work or that are visited by the employees of your Company arising out of or during the issued by the Peer Review course of employment.

The Reports of the ICC are periodically (i.e. quarterly) placed before the Board for review and suggestions as an ongoing process, and initiatives are taken by the Management to make the workplace safer for the employees. The status of complaints received, disposed of by the ICC and pending as at March 31, 2024 is as under:

Number of complaints pending as on March 31, 2023	Nil
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints withdrawn during the year	Nil
Number of complaints pending as on March 31, 2024	Nil

Risk Management Policy

Your Company has formulated a Risk Management

Policy & Procedures, which, inter-alia, identify risks, taking into consideration the business and operations of the Company and adoption of mitigation measures.

The details of the Policy & Procedures are given in the

Management Discussion and Analysis Report (MDA) annexed to this report as Annexure ‘D’.

The Risk Management Committee of the Board (RsRMC’) comprises of (i) Two Independent Directors (ii) a Non-Executive, Non-Independent Director and (iii) Executive Director.

The RMC met twice during the year and reviewed Enterprise Risk Management framework, the risks that matter and updated the policy and procedures as appropriate. The RMC updated the Audit Committee and the Board on the matters relating to risks.

Fixed Deposits

The Company has not accepted any Deposits under Chapter V of the Act during the year and hence no amount of principal or interest was outstanding on the date of Balance Sheet.

Statutory Auditors and Auditors’ Report

M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 103523W/W100048) appointed as the Statutory Auditors of the Company by the Members at the 27th AGM held on September 28,

2022 to hold office upto the conclusion of 32nd AGM to be held in the year 2027.

M/s. Haribhakti & Co. LLP, Chartered Accountants have under sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate

Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI Listing Regulations.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors’ Report contains ‘Unmodified Opinion’ on the financial statements (standalone and consolidated) of the Company, for the year ended March 31, 2024 and there are no qualifications in their report.

Secretarial Audit and Compliance with Secretarial Standards

Pursuant to the provisions of Section 204 of the Act, the Board had appointed Mr. Virendra Bhatt, Practicing Company Secretary, Mumbai, (Membership No.: ACS 1157 and C. P. No. 124), as the Secretarial Auditor to carry out the Secretarial Audit for FY 2023-24.

The Secretarial Audit Report for FY 2023-24 forms part of this report as Annexure ‘G’. The Report does not contain any qualifications, reservations or adverse remarks

During the year, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Audit and Cost Auditor

During the year 2023-24, the Company has maintained Cost Accounts and Records pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended. The Cost Auditors’ Report for the Financial Year ended March 31, 2023 did not contain any qualification, reservation or adverse remark, and the same was duly filed with the Ministry of Corporate Affairs. Further, the cost Auditors Report for the Financial Year ended March 31, 2024 also did not contain any qualification, reservation or adverse remark.

Further, in terms of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No. 000036) as Cost Auditor for the audit of the cost records of ‘Telecommunication Activity’ for the Financial Year 2024-25 and their remuneration needs to be ratified by the Members of the Company. Accordingly, a resolution for the said ratification shall be placed for approval of Members of the Company at the ensuing AGM.

Proceeding under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during FY 2023-24. The disclosure as per rule 8(5)(xi) and 8(5) (xii) of the Companies (Accounts) Rules, 2014 are not applicable.

Reporting of Fraud

During the year under review, there were no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

Particulars of Employees

Disclosures as required under section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto are given in Annexure ‘H’ to this Report.

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Having regard to the first provisotoSection136(1)ofthe and material orders passed by

Act, the Annual Report excluding the aforesaid information is being sent to the members. The said information is available for inspection at the Registered Office of the Company and any member interested in obtaining such information may write to the Company Secretary and the same shall be furnished without any fee.

In accordance with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, details of foreign employees, excluding Directors and their relatives, have not been included in the Annual Report. Members interested in obtaining the said information may write to the Company Secretary at the Registered Office and the same shall be without any fee.

Business Responsibility and Sustainability Report (‘BRSR’)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, with effect from the financial 24, the top one thousand listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report (‘BRSR’). Accordingly, the BRSR describing the initiatives taken by the Company from ESG perspective as required in terms of the above provisions separately forms part of this report as Annexure ‘I’.

Receipt of balance consideration towards sale of healthcare business

On August 9, 2021, your Company entered into a definitiveagreement for the sale of its Healthcare Services Business to wholly owned subsidiaries of Betaine BV (‘Investor’), which was owned by funds affiliated with Baring Private Equity Asia. The transaction has been consummated on January 5, 2022 and the consideration was accounted in the year March 31, 2022.

Post March 31, 2024, HGS International Mauritius, a subsidiary of the Company received balance consideration US $ 44.5 million (net of agreed expenses) towards sale of said healthcare business which has been accounted in the quarter ended June 30,2024.

Update on survey/ search conducted by Income Tax Authorities

During FY 2023-24, the Income Tax Authorities (‘the department’) conducted survey/ search at Company’s registered office, corporate office, and some of its other premises. The Officials of the Company provided the required details, clarifications, and documents to them during such survey/search. As on date, the Company has not received any written communication from the department regarding the outcome of the survey/search, as aforesaid. Therefore, the consequential impact, if any, on audited financial results is currently not ascertainable.

Significant and Material Orders

There are no significant the Regulators or Courts or Tribunals that would impact the going concern status and your Company’s operations in the future.

Internal Financial Controls, Audit Trail and its Adequacy

The Company has adopted policies and procedures for ensuing the orderly and efficient conduct of its business (including Internal Financial Controls over Financial Reporting) and their adequacy are included under the heading ‘Internal Controls’ and ‘Audit Trail’ in the Management Discussion and Analysis section, which forms part of this report as Annexure ‘D’. furnished Material Changes and Commitments Affecting the Financial Position of the Company between the end of the Financial Year and Date of the Report

Your Company has, earlier in April 2023, given a corporate guarantee of US$ 60.5 million to Standard Chartered Bank for year the loan of US$ 55 million availed by HGS CX Technologies 2023- Inc., a wholly owned Subsidiary of the Company. Post March 31, 2024, HGS CX Technologies Inc. has entered into ‘Amendment and Restatement Agreement’ on July 16, 2024 to roll over the said loan of US$ 55 million. Accordingly, corporate guarantee of US$ 60.5 million given by the Company for the said loan also gets extended upto January 2030 to align with the revised terms of the loan. The Company and its subsidiaries have adequate financial resources, hence, no adverse financial impact is foreseen /expected.

There are no other material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.

Acknowledgements

Your Directors’ express their grateful appreciation for the co-operation and support received from the customers, vendors, business associates, investors, financial institutions, bankers, the Government of India,

State Governments, Governments of various countries in which your Company operates, regulatory authorities and the society at large. Your Directors place on record their sincere appreciation for the dedicated efforts, commitments and contribution of employees at all levels of your Company, which has enabled your Company to achieve consistent growth in a challenging business environment.

For and on behalf of the Board of Directors

Ashok P. Hinduja

Chairman

DIN:00123180

Place: Mumbai

Date: August 14, 2024