Hinduja Global Solutions Ltd Directors Report

To

The Members,

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

(f in million* except per share data)

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	17,111	15,783	44,042	46,157
Other Income	1,765	2,708	5,546	4,721
Total Income	18,876	18,491	49,588	50,878
Operating Expenses	17,567	15,374	41,470	42,598
Finance Cost	1,167	909	2,291	1,836
Depreciation	2,570	2,678	5,228	5,339
Total Expenses	21,304	18,961	48,989	49,773
Profit Before Exceptional Items & Tax	(2,428)	(470)	598	1,105
Provision for Taxes	800	(180)	1,776	(207)
Profit from discontinued operations	-	-	2,185	-
Profit After Tax for the Period	(3,228)	(290)	1,007	1,312
Share Capital#	465	465	465	465
Earnings Per Share in f
Basic	(69.38)	(6.09)	26.10	27.52
Diluted	(69.38)	(6.09)	26.10	27.52

* (1 million = f 10 lakhs)

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

(? in million* except per share data)

Particulars	Discontinued Operations**
	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	-	-	-	-
Other Income	-	-	3,754	-
Total Income	-	-	3,754	-
Operating Expenses	-	-	1,569	-
Total Expenses	-	-	1,569	-
Profit Before Exceptional Items & Tax	-	-	2,185	-
Profit After Tax for the Period	-	-	2,185	-
Earnings Per Share in ?
Basic	-	-	46.98	-
Diluted	-	-	46.98	-

* (1 million = Rs. 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 Rs. 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 Rs. 44,042 million from Rs. 46,157 million. Operating Revenues of BPM Business dropped 11.3% from Rs. 35,509 million to Rs. 31,501 million and Digital Media Business operating revenues grew 17.8% from Rs. 10,649 million to Rs. 12,541 million.

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

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

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

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

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

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

• Standalone Performance

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

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

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

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

During FY 2024-25, there is no change in the nature

of business of the company.

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

Tax Expenses for FY 2025 was Rs. 800 million as compared to negative tax charge of Rs. 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 Rs. 3,228 million as compared to net loss of Rs. 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: Rs. 4,572 million in FY 2025 as compared to Rs. 1,924 million in FY 2024;

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

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

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

EPS for continuing operations has decreased from Rs. 27.52 in FY 2024 to Rs. 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 Rs. 10/- each, aggregating to Rs. 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 Indias 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 worlds leading brands across verticals. For the year ended March 31, 2025, HGS had total income of Rs. 4,958.8 crore (US $ 586.1 million).

During the FY 2024-25, there is no change in the business

of the Company.

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 its 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 Honble National Company Law Tribunal, Mumbai Bench and Honble 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 Rs. 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 Rs. 1,066.30 million as compared to Rs. 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 ISPs. 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 Rs. 2,465.42 million as compared to Rs. 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 Rs. 989.71 million as compared to Rs. 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 MSOs 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 Rs. 610.96 million as compared to Rs. 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 Rs. 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 Companys 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 companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 30th 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 NonIndependent 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 Companys 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 Companys 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 Companys 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 arms 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 Companys 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 Companys workplace includes Companys 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:

Number of complaints pending as on March 31, 2024	Nil
Number of complaints received during the year April 2024 to March 2025	2
Number of complaints disposed of during the year April 2024 to March 2025	2
Number of complaints withdrawn during the year April 2024 to March 2025	Nil
Number of complaints pending as on March 31, 2025	Nil

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 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 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 Companys 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 Rs. 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 Companys contention that the scrip issuing authorities did not question the excess value of duty scrips availed for Rs. 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 Companys 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