Your Directors are pleased to present their Report on the business and operations of Hinduja Global Solutions Limited
(the 'Company' or ‘HGS’ or 'HGSL') along with the Audited Financial Statements (Standalone and Consolidated) for the
Financial Year ('FY') ended March 31,2025.

Financial Results

#During FY 2023-24, the Company had bought back 60 Lakh equity shares of Face Value of ? 10/- each ( i.e. ? 600
lakhs) at a price of ? 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 ? 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 ? 1,02,000 lakhs (excluding transaction cost and taxes).

* (1 million = ? 10 lakhs)

** The Board of Directors of Hinduja Global Solutions Limited, at its meeting held on August 9, 2021, had approved the
sale of its healthcare services business (“HS Business”) to subsidiaries of Betaine BV ('Investor'), which is owned by
funds affiliated with Baring Private Equity Asia. 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 including related notes
and accounted the consideration in the quarter ended March 31, 2022.

During the year ended March 31,2025, the Group has recognized net gain of ? 2,185 million arising out of sale relating
to HS Business after making appropriate provision of legal and other expenses.

The Standalone and Consolidated Financial Statements for the year ended March 31, 2025, 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 dropped 4.6%
to ? 44,042 million from ? 46,157 million. Operating
Revenues of BPM Business dropped 11.3% from
? 35,509 million to ? 31,501 million and Digital Medic
Business operating revenues grew 17.8% from
? 10,649 million to ? 12,541 million.

Operating EBITDA (Earnings before Interest, Taxes
Depreciation and Amortization and excluding Othei
Income) dropped by 27.7% from ? 3,559 million tc
? 2,572 million.

Other Income during FY 2025 increased from ? 4,721
million to ? 5,546 million mainly due to higher interes'
income on tax refunds, investments of surplus funds
and gains from foreign exchange fluctuations.

Profit Before Tax during FY 2025 was ? 598 millior
as compared to ? 1,105 million during FY 2024. This
drop was primarily on account of drop in Operating
EBITDA.

Tax Expense for FY 2025 was ? 1,777 million as
compared to negative tax charge of ? 207 million in
FY 2024. The steep increase is primarily on accoum
of additional deferred tax expense.

In view of the increase in the deferred tax expense,
the Company reported a net loss of ? 1,178 million
from Continuing Operations as compared to Profit
After Tax of ? 1,312 million in FY 2024.

After taking into account PAT from Discontinued
Operations, the Company reported an overall PAT of
? 1,007 million for FY 2025.

• 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 8.4%
from ? 15,783 million to ? 17,111 million. Operating
Revenues of BPM Business grew 6.5% from ? 9,237
million to ? 9,841 million and Digital Media Business
operating revenues grew 11.1% from ? 6,546 million
to ? 7,269 million.

Operating EBITDA dropped from profit of ? 408
million to loss of ? 456 million.

Other Income during FY 2025 decreased from
? 2,709 million to ? 1,765 million due to drop in
interest income.

For FY 2025, the Company reported a pre tax loss
of ? 2,428 million as compared to pre tax loss of
? 470 million during FY 2024.

Tax Expenses for FY 2025 was ? 800 million as
compared to negative tax charge of ? 180 million in
FY 2024. The steep increase is primarily on account
of additional deferred tax expense.

For FY 2025, the Company reported a net loss of
? 3,228 million as compared to net loss of ? 290
million in FY 2024.

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: ? 4,572 million in FY 2025 as compared to
? 1,924 million in FY 2024;

Capital expenditure: ? 2,437 million in FY 2025 as
compared to ? 1,846 million in FY 2024;

Gross Debt (exclusive of finance lease liability) of
? 11,869 million as at March 31, 2025 as compared to
? 13,059 million as at March 31, 2024 i.e., a decrease of
? 1,190 million during the year.

Net Worth: ? 78,459 million as at March 31, 2025 as
compared to ? 76,425 million as at March 31, 2024, an
increase of 2.8%.

EPS for continuing operations has decreased from
? 27.52 in FY 2024 to ? 26.10 in FY 2025.

Consolidated Revenue Summary

Revenue by origination Geography - US & Canada:
41.8%, UK & Europe: 13.1%, India: 37.0% and others:
8.1%.

Revenue by Verticals - Tech, Media & Telecom: 53.7%,
Consumer & Retail: 12.7%, Banking and Financial
Services: 16.5%, Public Sector: 9.5%, Health & Life
science: 3.8% and Others: 3.8%.

Business Highlights

Delivery Centres: As of March 31, 2025, HGS had
presence in nine countries, including 32 global delivery
centers. Digital Media business covers 4,500 pin codes
covered in India, two lakh kilometers of owned partner
fibre networks, and 125 owned-and-operated NXTHUBs
set up across India.

Clientele: As of March 31,2025, HGS had 375 active CX/
Digital clients and 833 HRO/Payroll processing clients/
brands. Digital Media business (NXTDIGITAL) has a
customer base of over 6 million through Digital Television
& Broadband.

Share Capital

As on March 31, 2025, the issued, subscribed and paid-
up capital of your Company comprises of 4,65,20,285
equity shares of ? 10/- each, aggregating to ? 465.20
Million (i.e. there is no change in paid-up capital since
March 31, 2024).

During the financial year 2024-25, 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. Your Company has also not issued any shares
to its employees under the ESOP Schemes during the
year under review.

Dividend

Your Company has incurred losses during FY 2024-25 on
standalone basis.

In view of this and considering the restrictions on
declaration of dividend out of reserves under section
123 of the Companies Act, 2013 read with Rules made
thereunder, your Directors have not recommended any
dividend for FY 2024-25.

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
# been hosted on the website of the Company at
https://hgs.cx/wp-content/uploads/2024/06/Dividend-
Distribution-Policy.pdf

Transfer to Reserve

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

Business Overview

Your Company is 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
18,347 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, 2025, HGS had total income of ? 4,958.8 crore (US $
586.1 million).

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'.

Subsidiaries

• Merger of 5 US subsidiaries

To create a leaner and a more efficient organization
structure, the Board of Directors of HGS CX
Technologies Inc., a step down wholly owned
subsidiary of Hinduja Global Solutions Limited,
has merged its following five (5) US wholly owned
subsidiaries with itself (i.e. with HGS CX Technologies
Inc):

i. Hinduja Global Solutions LLC

ii. HGS Digital LLC

iii. HGS (USA) LLC

iv. HGS Canada Holdings LLC

v. Teklink International LLC

With this, aforesaid 5 US entities cease to exist from the
effective date of merger (i.e. February 14, 2025).

• Merger of 1 entity in Philippines

Pursuant to the approval of Republic of Philippines
Securities and Exchange Commission, Diversify
Intelligent Staffing Solutions Inc., a step down
wholly owned subsidiary of HGSL got merged with
Diversify ISS BGC Inc., another step down wholly
owned subsidiary of the Company. With this merger,
Diversify Intelligent Staffing Solutions Inc. ceases to
exist effective March 7, 2025 which further simplify
the overall corporate structure.

• Update on merger of 9 non-operating media
subsidiaries

The Board of Directors of IndusInd Media and
Communications Limited ('IMCL'), subsidiary of the
Company, proposes to merge it's 9 non-operating
subsidiaries (i.e. Ajanta Sky Darshan Private
Limited, Apna Incable Broadband Services Private
Limited, U S N Networks Private Limited, Gold
Star Noida Network Private Limited, United Mysore
Network Private Limited, Goldstar Infotainment
Private Limited, RBL Digital Cable Network Private
Limited, Sunny Infotainment Private Limited, Vistaar
Telecommunication & Infrastructure Private Limited)
through Scheme of Merger by Absorption ('Schemes')
with itself (i.e. IMCL). The Schemes have been
filed with Hon'ble National Company Law Tribunal,
Mumbai Bench and Hon'ble National Company Law
Tribunal, Ahmedabad Bench and the same are under
process.

• Update on dissolution of Hinduja Global Solutions
MENA (HGS MENA)

HGS MENA, step down wholly owned subsidiary of
your Company, has submitted the required documents
with Dubai Development Authority for voluntary
dissolution of HGS MENA. Dubai Development
Authority vide communication dated July 23, 2025
has de-registered HGS MENA. With this, HGS MENA
cease to exist w.e.f. July 23, 2025.

• Name change of a subsidiary in Australia

Effective April 16, 2025, the name of Diversify
Offshore Staffing Solutions Pty Ltd., a step down
wholly owned subsidiary of your company, is changed
to Team HGS Australia Pty Ltd.

• Incorporation of an entity

Your Company has incorporated HGS Digital
Private Limited on April 1, 2025, with an initial
investment of ? 1 lakh. The objective of new entity
is to establish, operate, and maintain broadband,
fiber-optic, and digital communication networks for
enterprises, government institutions, and commercial
establishments, provide high-speed internet, data
connectivity, and managed digital services to
businesses and industries, enabling seamless digital
transformation etc.

HGS - NXTDIGITAL Synergy

The integration between HGS and NXTDIGITAL is
creating strong, tangible synergies - bringing together
operational expertise and digital innovation to drive
transformation across the Media business.

A key area of collaboration lies in the management of
internal IT systems. HGS now oversees critical platforms
such as SAP for NXTDIGITAL, ensuring enhanced
efficiency, stability, and streamlined coordination between
the two entities. This shared services model is helping
eliminate silos, accelerate response times, and align
operations more closely with business goals.

The partnership goes beyond infrastructure management.
Working together, the teams have launched several
automation-led initiatives that are already yielding
results. By leveraging Robotic Process Automation (RPA)
capabilities, NXTDIGITAL has streamlined core processes
including vendor payments, intercompany procurement
and settlements, provisional queue monitoring, IP date
corrections, and disconnection workflows. Beyond simple
automation, concepts like Business Process Automation
and Intelligent Process Automation address entire
workflows and incorporate other advanced technologies
for greater resilience and adaptability.

These joint efforts have not only reduced manual effort
and operational costs but have also brought in greater
transparency, accuracy, and agility, especially in
intercompany transactions and supply chain decisions.

As the relationship continues to evolve, both teams
are actively exploring new avenues for innovation,
automation, and digital acceleration, cementing the
partnership as a model for shared success within the
larger group ecosystem.

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

HGS CX Technologies Inc. (HGS CX), Pursuant to the
approval of the Board, shareholders', and Secretary of
State, Department of States Limited Liability Division,
HGS CX has merged its 5 (five) wholly owned subsidiaries,
namely Hinduja Global Solutions LLC (HGS LLC), HGS
Digital LLC, HGS USA LLC, HGS Canada Holdings LLC
and Teklink International LLC with HGS CX, effective
February 14, 2025.

HGS CX, wholly owned subsidiary of HGS International,
Mauritius, operates in US & Europe. 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, digital marketing services,
digital consulting services as well as cloud migration and
cloud monitoring services, 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. HGS CX also subcontracts work to HGS
India, its branch in the Philippines and to Team HGS in
Jamaica.

For FY 2025, it recorded revenue of US$ 165.68 million
as compared to US$ 190.12 million in FY 2024.

HGS Canada Inc., 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 2025, it recorded revenue of CAD 86.18 million as
compared to CAD 112.02 million in FY 2024.

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 2025, it recorded revenue of GBP 53.01 million as
compared to GBP 69.21 million in FY 2024.

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 2025, it recorded revenue of Jamaican Dollars
3,168.83 million as compared to Jamaican Dollars
3,576.65 million in FY 2024.

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, Fiber Division providing fiber
network management and supply chain services to group
companies 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 consumer.

For FY 2024-25, it recorded revenue from operations of
? 1,066.30 million as compared to ? 2,326.95 million in
FY 2023-24.

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. ONEOTT 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 2024-25, it recorded revenue from operations of
? 2,465.42 million as compared to ? 2,380.75 million in
FY 2023-24.

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 2024-25, it recorded revenue from operations
of ? 989.71 million as compared to ? 825.59 million in
FY 2023-24.

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 2024-25, it recorded revenue from operations
of ? 610.96 million as compared to ? 557.48 million in
FY 2023-24.

Seven Star Balaji Broadband Private Limited became
subsidiary of ONEOTT in April 2024. For FY 2024-25, it
recorded revenue from operations of ? 129.42 million.

Post March 31, 2025, HGS Digital Private Limited also
became subsidiary of your Company.

As on March 31, 2025, the Company has total 39
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, as on March 31, 2025, in
Form AOC-1 is attached to the financial statements of
your Company.

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 revised the credit rating
of the Company. The revised rating of the Company is
CRISIL A/Stable and short term rating of CRISIL A1.

Investor Education and Protection Fund (‘IEPF')

Information pertaining to unpaid/ unclaimed dividend; and
equity shares which were transferred to IEPF during FY
2024-25 have been provided in the 'Report on Corporate
Governance', which forms part of this report as Annexure
‘C'.

Communications and Public Relations

In FY 2024-25, your Company strategically transitioned to
a verticalized approach, aligning PR and content efforts
more tightly with the business' go-to-market strategy.
This shift allowed the organization to more precisely
target media and thought leadership in core sectors such
as BFSI, Retail, and Telecom, while sustaining visibility
around its foundational themes of being an Al-empowered
tech services provider in automation, cybersecurity,
staffing, and CX. HGS was also recognized with the
Confederation of Indian Industry (CII) DX Awards, HR
Asia Awards, and Great Place to Work certifications for its
Canada and Philippines operations.

Your Company focused heavily on gaining significant
visibility across global and vertical-specific media,
securing coverage in key outlets such as Forbes, IT
Security News, VMBlog, Telecom Ramblings, and ITOps
Times. This strategic media presence advanced the
company's position as a leading innovator and trusted
voice in modern technology solutions, earning it the
fourth-highest Share of Voice in its media universe when
aggregating media coverage across the US and UK. The

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,
your Company secured a highly sought-after informational
sourcing interview with The Wall Street Journal, further
reinforcing HGS' emergence as a verticalized technology
services provider delivering tailored innovation across
industries.

In India, your Company amplified its brand presence and
thought leadership through a mix of earned media, social
platforms, knowledge sharing events, and stakeholder
engagement. The Company regularly communicated
milestones in business expansion, digital transformation,
talent initiatives, and community outreach across a wide
spectrum of reputed publications, including The Economic
Times, Hindu Business Line, Moneycontrol, Financial
Express, Business Standard, and People Matters,
reaching investors, employees, and policymakers with
relevant and timely narratives.

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 on four core
areas: education, skill development, water, and support
for persons with disabilities. Projects are designed to
promote learning, build vocational capabilities, ensure
access to clean water, and empower persons with
disabilities - all with the objective of enhancing quality of
life, enabling livelihoods, and fostering long-term social
impact. Through these initiatives, your Company strives
to contribute meaningfully to inclusive and 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, 2025,
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 2024-25, one meeting of CSR Committee was
held on October 11, 2024.

CSR Policy of your Company is guided by a structured
process. The CSR Forum, comprising senior employees,
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 updates to the CSR Committee
and the 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, 2025, 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 period;

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;

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) 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 on by
the Management, confirmations provided by the external
consultants and update on such 'Framework' presented
to the Audit Committee and the Board, the Board is of the
opinion that your Company's internal financial controls
were adequate and effective during FY 2024-25.

Number of Meetings of the Board

During FY ended March 31, 2025, seven (7) meetings
of Board of Directors were held on May 30, 2024, June
30, 2024, July 12, 2024, August 14, 2024, November
14, 2024, November 28, 2024 and February 14, 2025.
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 programs imparted to the
Directors during the financial year ended March 31,2025,
have been made available on your Company's website
at https://hgs.cx/wp-content/uploads/2024/12/HGSL-
Familiarization-Program-FY2024-25.pdf

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. The Board
Evaluation framework by evaluating effectiveness was
carried out at three levels as under:

• The Board as a whole;

• Individual Committees; and

• Individual Directors and Chairman (including
Independent Directors and Non-Independent
Directors)

For each of the above levels, structured questionnaires
that covers the important aspects of effectiveness such
as the Board structure, Group dynamics, information
architecture, functions of the Board, Committee
composition and structure, information architecture,
Committee specific responsibilities, preparation and
participation, personality & conduct and quality of value
added etc. The Board indicated that there is a significant
opportunity to improve the Company's performance and
for the Company to perform to its potential. The Board
indicated need for clear long-term strategy with sharp
focus on execution by the Management team.

Further, at the separate meeting of Independent Directors
held during the financial year ended March 31, 2025
(without the attendance of Non-Independent Directors
and the Members of the Management) on March 13,
2025, performance evaluation of Non-Independent
Directors, the Chairman of your Company and the Board
as a whole was also carried out for FY 2024-25. The
Independent Directors also assessed the quality, quantity
and timeliness of the flow of information between your
Company's Management and the Board.

Directors

Mr. Anil Harish, Independent Director, will complete two
terms of 5 years' each as an Independent Director of the
Company on September 27, 2025.

In terms of the approval of the shareholders' sought in
the last AGM held on September 27, 2024, tenure of
Mr. Partha DeSarkar as Whole-time Director of the
Company is upto September 3, 2025.

Pursuant to the provisions of the Act and the Articles
of Association of the Company, Mr. Paul Abraham
(DIN: 01627449), Non-Executive Director, is liable to retire
by rotation at the ensuing 30^th AGM. Though Mr. Paul
Abraham was eligible for re-appointment, he informed
that due to other commitments, he did not offer himself for
re-appointment as Director of the Company.

The Nomination and Remuneration Committee and the
Board of Directors at their meetings held on August 4,
2025 and August 6, 2025 respectively, have considered
and recommended the appointment of Mr. Amit Saharia
(DIN: 10652099) as a Non-Executive Non-Independent

Director with effect from September 25, 2025, subject to
the approval of the shareholders in terms of regulation
17(1C) of SEBI Listing Regulations and the Act.

None of the directors of the Company are disqualified for
appointment / to continue to act as Director under Section
164 of the Act. Further, none of the directors of the
Company have been 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,
2025, 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 the notification dated October 22, 2019,
issued by the Ministry of Corporate Affairs, the
Independent Directors of the Company, to the extent
applicable, have confirmed that their registration with the
databank of 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 31,2025, 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 & ESG 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
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, as
on March 31, 2025, following are the Key Managerial
Personnel ('KMP') of your Company:

• Mr. Partha DeSarkar, Whole-time Director

• Mr. Vynsley Fernandes, Whole-time Director

• Mr. Srinivas Palakodeti, Chief Financial Officer

• Mr. Narendra Singh, Company Secretary

Effective May 28, 2025, the Board had appointed

(i) Mr. Venkatesh Korla as Global Chief Executive Officer
and KMP; and (ii) Mr. Mahesh Kumar Nutalapati as
Global Chief Financial Officer and KMP of the Company.
Further, Mr. Srinivas Palakodeti ceases to be the CFO of
the Company after the close of business hours on May
28, 2025.

Affirmation of Code of Conduct

Your Company has a Code of Conduct for the 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 during FY 2024-25.
A declaration to this effect, duly signed by Mr. Partha
DeSarkar, Whole-time Director 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/2023/10/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

Pursuant to the requirement of 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 issued by him in this
regard, forms part of 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 Plans (‘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 2024-25. These ESOP Schemes are in compliance with
the provisions of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended. During
FY 2024-25, no stock options were granted under the
said ESOP Schemes. Further, as on date, there are
no outstanding stock options were granted 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, 2025, in the prescribed
format, is available on your Company's website at https://
hgs.cx/investors/other-reports/#toggle-id-6

Related Party Transactions

All contracts/ arrangements/ transactions entered into
with the related parties during FY 2024-25 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,
including the Policy on Directors' Appointment and
Remuneration, 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

Pursuant to the requirement of Section 177 of the Act,
and Regulation 22 of the SEBI Listing Regulations, your
Company has Whistle Blower Policy and Vigil Mechanism
in place and the same is available on the website of your
Company at https:// hgs.cx/investors/corporate-policies/

No complaint was received under the said Policy during
the year ended March 31, 2025.

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 ofWomen
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, your Company has in place an Internal Committee
(IC) 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, includes all persons engaged in the
business and operations of your Company and includes
permanent, temporary and part-time employees. In
addition, this policy is 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 course of employment.

The Reports of the IC are periodically 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 IC and pending
as at March 31, 2025 is as under:

Risk Management Policy

The 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.'

During FY 2024-25, your Company has enhanced the
scope of Risk Management Committee to include ESG
function and renamed the 'Risk Management Committee'

to 'Risk Management & ESG Committee' ('RM & ESG
Committee') of the Board to provide focused oversight
on sustainability and risk management. The Committee
has 4 members comprising (i) Two Independent Directors

(ii) a Non- Executive, Non-Independent Director and

(iii) a Executive Director.

The Committee met twice during the year and reviewed
Enterprise Risk Management framework including ESG
matters, the risks that matter and updated the policy and
procedures as appropriate. The Audit Committee and the
Board were briefed about deliberations that took place in
the RM & ESG Committee.

Fixed Deposits

During the year under review, your Company has not
accepted any Deposits under Chapter V of the Act.
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 27^th AGM held on September 28,
2022 to hold office upto the conclusion of 32^nd 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 issued by the Peer Review
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 31,2025 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 2024-25.

In view of the above, Secretarial Audit Report for
FY 2024-25 issued by Mr. Virendra Bhatt, Practicing
Company Secretary, Mumbai, forms part of this report
as Annexure ‘G'. The said 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.

Further, pursuant to Regulation 24A(1)(b)(i) of the SEBI
Listing Regulations, your Directors recommend the
appointment of Mr. Virendra Bhatt, Practicing Company
Secretary, Mumbai, (Membership No.: ACS 1157 and
C. P. No. 124), as the Secretarial Auditors of the Company
for a term of 5 years commencing from FY 2025-26 to
FY 2029-30, subject to the approval of the members of
the Company at the ensuing AGM.

Cost Audit and Cost Auditor

During the year 2024-25, your 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,
2024 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, 2025 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 FY 2025-26 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 2024- 25. 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, as
amended, 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 proviso to Section 136(1) of the
Act, the Annual Report excluding the aforesaid information
is being sent to the members of the Company. 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 furnished
without any fee.

Business Responsibility and Sustainability Report
(‘BRSR')

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, Business Responsibility and Sustainability
Report ('BRSR') describing the initiatives taken by the
Company from ESG perspective and as required in
terms of the above provisions, forms part of this report as
Annexure ‘I'.

Update on survey/ search conducted by Income Tax
Authorities

During the year ended March 31, 2024, the Income Tax
Department carried out survey/search at the Company's
premises. Subsequently, the Company received a notice
for reopening of assessment for Assessment Year
(AY) 2021-22 and the Show Cause Notices (SCNs) for
AY 2022-23 and AY 2023-24, regarding applicability of
provisions of Chapter X-A of the Income Tax Act, 1961
and the Company has filed its reply to the SCNs. Further,
the Company has received Notice dated January 13,
2025, from Principal Commissioner of Income Tax for
AY 2022-23 and AY 2023-24. The Company filed its reply
before the Office of Principal Commissioner of Income
Tax on February 21, 2025 and March 10, 2025 and
appeared before the Principal Commissioner of Income
Tax on March 10, 2025. Hence the outcome, if any, of the
same will be known on completion of those proceedings.
However, the Company, after considering all available
information including expert opinion, is of the view that
no adjustment considered necessary in the books of
accounts for FY 2024-25.

Update on Customs related matter

The Commissioner of Customs, Kolkata issued a Show
Cause Notice (SCN) for ? 16.34 crores on the premise
that the Company availed excess value of duty scrips
for the four years' period of 2015-16 to 2018-19. The
Company challenged the SCN, before the Calcutta High
Court and got the demand stayed until the main appeal
is disposed.

Meanwhile, on March 25, 2025, Development

Commissioner SEZ, Cochin, issued a SCN, based on the
Company's contention that the scrip issuing authorities did
not question the excess value of duty scrips availed for
? 7.18 crores for two financial years of 2015-16 and
2016-17.

As per the expert view, the Company has a strong case on
jurisdictional points, therefore, in their view, the demand
and the SCN should not survive. Subsequent to balance
sheet date, on April 11, 2025, the Company has filed its
response before the Development Commissioner SEZ
officer, Cochin explaining the Calcutta High Court stay
order against Kolkata Customs SCN.

The Company has communicated to the Commissioner
Customs Kolkata, for keeping the SCN in call book until
the main appeal is adjudicated by the High Court. Pending
disposal of petition, no provision for differential demand
is considered necessary and accordingly the impugned
demand is reflected under contingent liability.

Significant and Material Orders

There are no significant and material orders passed by
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'.

Material Changes and Commitments Affecting the
Financial Position of the Company between the end
of the Financial Year and Date of the Report

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.

For and on behalf of the Board of Directors

Ashok P. Hinduja
Chairman
DIN:00123180

Place: Mumbai

Date : August 06, 2025