Hinduja Global Solutions Ltd Auditor Reports

<dhhead>INDEPENDENT AUDITOR’S REPORT</dhhead>

To The MeMbers of hINDUJA GLobAL soLUTIoNs LIMITeD report on the Audit of the standalone financial statements opinion

We have audited the accompanying standalone financial statements of Hinduja Global Solutions Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements including a summary of material accounting policy information and other explanatory information (hereinafter referred to as "standalone financial statements") in which are included the Returns for the year ended on that date audited by the branch auditor of the Company’s branch at Philippines.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of the branch auditor on financial information of the branch referred to in the Other Matter section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at March 31, 2024, its loss (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date. basis for opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the branch auditor in terms of their reports referred to in the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

emphasis of Matter

We draw attention to Note 55 to the standalone financial statements, describing the survey / search carried out by the Income Tax Authorities (‘the department’) during November/ December 2023. As stated in the aforesaid note, the Company has not received any written communication from the department regarding the outcome of the survey/search as aforesaid and hence, the consequential impact, if any, on the audited standalone financial statements for the year ended March 31, 2024 is currently not ascertainable.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matter. We have determined the matter described below to be the key auditmatter to be communicated in our report.

Key Audit Matter	how our audit addressed the key audit matter
Intercorporate deposits to the related parties	Obtained an understanding of the Company’s policies and procedures in respect of identification, approval, accounting, assessment of arm’s length, and disclosure of Intercompany deposits (‘related party transaction’) to the related parties. We also understood design and implementation of controls and tested the operating effectiveness of these controls.
As described in Note 7, Note 13 and Note 43, the Company has given intercorporate deposits of C 148,446.98 lakhs (March 31, 2023 C 261,557.98 Lakhs) to its related parties which were outstanding as on March 31, 2024.
We identified the aforesaid transactions with related parties and its disclosure, as set out in respective notes to the standalone financial statements, was a significant area of focus and hence, considered it as a Key Audit Matter.	Obtained a list of related parties from the management and traced the related parties to declarations given by directors, where applicable.
	Read minutes of the meetings of the Board of Directors and Audit Committee, to trace the related party transaction with limits approved by Audit Committee / Board of Directors, providing an unanimous approval of all independent directors present at the meeting approving the placement of unsecured intercorporate deposits to related parties, including to the promoter shareholders, the terms thereof, degree of credit risk associated with the respective borrowers, the purpose and business rationale for giving intercorporate deposits, and the arms’ length interest rates considered.
	Tested such related party transaction on a sample basis, with the underlying contracts, confirmation letters and other supporting documents.
	Validated the Company’s assessment, with respect to compliance with the relevant provision of the Act, on arm’s length principles.
	Inspected Managements evaluation of recoverability by reference to the audited or unaudited financial statements including change in ratings as applicable of the respective borrowers.
	Reviewed the classification and disclosures in the standalone financial statements to assess whether the classification and disclosure are in accordance with the requirement of Schedule III and Ind AS 24 ‘Related Party Disclosures’.

other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s report, Corporate Overview, Management Discussion & Analysis Report, Business responsibility and sustainability report and Corporate Governance report, but does not include the standalone financial statements, consolidated financial statements and our auditor’s report thereon. The Director’s report, Corporate Overview, Management Discussion & Analysis Report, Business responsibility and sustainability report and Corporate Governance report are expected to be made available to us after the date of this auditor’s report. does not cover the Ouropinionon other standalonefinancial information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Director’s report, Corporate Overview, Management Discussion & Analysis Report, Business responsibility and sustainability report and Corporate Governance report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone@ financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. statements, Board of Directors is responsible for assessing the Company’s ability Inpreparing thestandalonefinancial to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybeexpectedtoinfluencethe economic decisions of users taken on the basis of this standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequateinternalfinancialcontrols with reference to standalone financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast as a going concern. If we conclude that a material uncertainty significant exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalonefinancialstatements, including the disclosures, and whether the standalone financial statements represent the underlying transactions in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financialinformation of the Company and its branch to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone of which we are the independent auditors. For the other entity or business activity included in financial the standalone financial statements, which have been audited by the branch auditor, such branch auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the in internal auditandsignificantauditfindings,includinganysignificant control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

other Matter

We did not audit the financial information of one foreign branch included in the Statement, whose Standalone financial statements reflect total assets ofC 88,628.24 Lakhs as at March 31, 2024, total revenues of C 24,525.54 Lakhs for the year ended March 31, 2024, total net profit after tax ofC 1,744.58 Lakhs and total comprehensive income of C 1,491.92 lakhs for the year ended March 31, 2024 and net cash outflows ofC 13,507.67 Lakhs for the year ended March 31, 2024 as considered in the standalone financial statements. The financial statements of the branch has been by the branch auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor.

This Branch is located outsideIndiawhosefinancialstatements have been prepared in accordance with accounting principles generally accepted in that country and which have been audited by other auditor under generally accepted auditing standards applicable in that country. The Company has converted the financial statements of such located outside India from accounting principles generally accepted in that country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company’s Management. Our report in so far as it relates to the balances and affairs of such branch located outside India is based on the report of other auditor and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion is not modified in respect of this matter.

report on other Legal and regulatory requirements

(1) As required by the Companies (Auditor’s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we report in "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(2) As required by section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch auditor on the separate financial information of the branch referred to in the Other Matters section above, we report, to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branch not visited by us; c) The reports on the accounts of the branch office of the Company audited under section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt with by us in preparing this report; d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the returns received from branch not visited by us; e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended; f) On the basis of the written representations received from the directors as on March 31, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act; g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2"; h) With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in excess of the limits laid down under section 197 of the Act. Details of remuneration paid in excess of the limit laid down under this section are as given in Note 43 of the standalone financial statements. The Company has obtained the necessary approval of the shareholders of the Company, in this regard; i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note 35(a) on Contingent Liabilities to the standalone financial statements; ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts Refer Note 44 on derivatives to the standalone financial statements; iii. Following are the instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company:

Nature of Dues	Amount to be transferred (CIn Lakhs)	Due date for amount to be transferred	Actual date of transferred
2nd Interim Dividend for	0.86	December 15, 2023	February 01, 2024
FY 2016-17

iv. a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or on behalf of the Ultimate Beneficiaries; b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any of the Ultimate Beneficiaries; c) Based on the audit procedures that are considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. As stated in Note 42(B) to the standalone financial statements: a) The final dividend proposed in the previous year, declared and paid by the Company during the year are in compliance with section 123 of the Act, as applicable. b) No interim dividend has been declared and paid by the Company during the year and until the date of this report as required under section 123 of the Act. c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act, as applicable. vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. However, the SAP application has a feature to disable the audit logs. Also as confirmed by admin person having access to change audit trail configuration, activity logs were not reviewed during the period under audit by the Management. Further during the course of our audit we did not come across any instance of audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

	for haribhakti & Co. LLP
	Chartered Accountants
	ICAI firm registration No.103523W / W100048
	snehal shah
	Partner
Place : Mumbai	Membership No. 048539
Date : May 30, 2024	UDIN: 24048539BKHIXF6034

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT

[referred to in paragraph 1 under ‘report on other Legal and regulatory requirements’ section in the Independent Auditor’s report of even date to the members of hinduja Global

Solutions Limited ("the Company") on the standalone financial ended March 31, 2024]

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information, explanations and written representation given to us by the management and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (i) In respect of the Company’s Property, Plant and Equipment and Intangible Assets :

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of Right-of-Use Assets except in case of set top boxes which are in possession of customers/ third parties and distribution equipment comprising overhead and underground cables, pertaining to digital, media and communication business. As informed by the management, it is impracticable to maintain detailed records of such assets given the nature of such assets and the Company’s business.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) The Company has a program of verification of Property, Plant and Equipment, and right-of-use assets so to cover all the items, except set top boxes which are in possession of customers/ third parties and distribution equipment comprising overhead and underground cables pertaining to digital, media and communication business, once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment, except for setup boxes and distribution equipment, were due for verification during the year and were physically verified by the Management during the year and according to the information and explanations given to us, no material discrepancies were noticed on such verification. Further, Management is of the view that it is not possible to physically verify the setup boxes and distribution equipment, due to their nature and location. Further in case of the Company’s branch at Philippines, during the year, the branch have not physically verified Plant and Equipment.

(c) Based on the examination of the registered sale deed / transfer deed / conveyance deed/ the property tax receipts and the lease agreement for the land/building provided to us, we report that, the title deeds of all the immovable properties, disclosed in the Standalonefinancialstatements included in property, plant and equipment of land and buildings which are freehold are held in the name of the Company as at the Balance Sheet date. In respect of immovable properties that have been taken on lease and disclosed in the financial statements as at the balance sheet date, the lease agreements are duly executed in favour of the Company except for the followings.

Description of property	Gross carrying value (S in Lakhs)	held in name of	Whether promoter, director or their relative or employee	Period held	reason for not being held in name of Company
Leasehold - Plant and Equipment	1,201.26	Nxt Digital Limited	Yes	During lease period	Refer Note below

Note: The above cases pertain to lease agreement, which are on the name of Nxt digital Limited and the Company is in the process of novation of those agreement in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and/or Intangible Assets during the year. Accordingly, reporting under clause (i)(d) of paragraph 3 of the Order is not applicable.

(e) No proceedings have been initiated or are pending against the Company as at March 31, 2024 for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder, as amended.

(ii) (a) The inventory lying in the books of account consist of media inventory and stock of network cable and equipment. In respect of media inventory, as explained to us by the Management, it cannot be subject to physical verification as it is in the nature of free commercial time. The management has conducted physical verification of inventory in respect of stock of network cable and equipment at reasonable intervals during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies were noticed on physical verification carried out during the year.

(b) The Company has been sanctioned working capital limits in excess of five crore rupees during the year, in aggregate from banks and/or financial institutions, on the basis of security of current assets as per the agreement. The quarterly returns/statements filed by the Company with such banks and/or financial institutions are in agreement with the unaudited/audited books of account of the Company of the respective quarters. (iii) During the year, the Company has not provided security or granted any advances in the nature of loans, secured or unsecured, to firms, Limited Liability Partnerships or any other parties. Further during the year, the Company has made investments, provided guarantee and granted unsecured loans to some of its subsidiaries and other parties, in respect of which: (a) During the year, the Company has made investment in, provided guarantee and unsecured loans to some of its subsidiaries and other parties, details of which are given below :-(C in Lakhs)

sr. No.	Particulars	Loans granted	Investment made	Guarantee Provided
A	Aggregate amount granted / provided during the year
	- Subsidiaries	49,555.85	12,404.98	45,542.53
	- Others	52,936.00	-	-
B	balance outstanding as at March 31, 2024 in respect of above cases
	- Subsidiaries	21,694.21	12,404.98	45,542.53
	- Others	51,741.00	-	-

(b) In our opinion, the terms and conditions of Investment made, all the loans granted by the Company during the year are, prima facie, not prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, there were no schedule for repayment of principal and interest has been stipulated by the Company as the same were repayable on demand except for Loan to one of the WOS granted during the year of C Nil (outstanding balance as on March 31, 2024 is C 75,011.77 Lakhs) wherein the terms of repayment is perpetuity Therefore, in the absence of stipulation of repayment terms, we are unable to comment on the regularity of repayment of principal and payment of interest and amounts overdue for more than ninety days, if any, as required under clause (iii)(d) of paragraph 3 of the Order.

(d) There were no loans which has fallen due during the year, have been renewed or extended. Further, there were no instances of fresh loans being granted to settle the overdues of existing loans given to the same parties.

(e) The Company has granted loans which are either repayable on demand or without specifying any terms or period of repayment. Details of the same are as below: (C in Lakhs)

Particulars	All parties	related Parties*
Aggregate amount of loans
- Repayable on demand (A)	102,491.85	102,491.85
- Agreement does not specify any terms or period of repayment (B)	-	-
Total (A+b)	102,491.85	102,491.85
Percentage of loans to the total loans definedunder section 2(76) of the Act *As	100%

(iv) The Company has complied with the provisions of sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. (v) In our opinion, the Company has not accepted any deposits or amounts which are deemed to be deposits. Accordingly, reporting under clause (v) of paragraph 3 of the Order is not applicable.

(vi) In respect of digital, media and communication business, the maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Act and rules thereunder. We have broadly reviewed such records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Goods and Services tax (GST), provident fund, employees’ state insurance, income tax, sales-tax, service tax, duty of customs, value added tax, cess and any other material statutory dues applicable to it, though there has been a slight delay in a few cases. No undisputed amounts payable in respect of Income tax, GST, customs duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable, except as follows:

Name of the statute	Nature of the dues	Amount (C in Lakhs)	Period to which the amount relates	Due Date	Date of Payment
The Employee’ Provident Funds & Miscellaneous Provision Act,1952	Provident Fund	2.28	April 2022 to August 2023	Various date	Unpaid
Maharashtra Entertainment Duty Act, 1923	Entertainment Tax	102.99	Several Years	Various date	Unpaid

(b) The dues outstanding with respect to Income tax, GST, sales tax, service tax, value added tax, customs duty, Entertainment Tax, License Fees on account of any dispute, are as follows:

Name of the statute	Nature of the dues	Amount (Rs in Lakhs)*	Period to which the amount relates	Forum where dispute is pending
Income Tax Act 1961	Income Tax	99.80	AY 1999-2000	High Court
Income Tax Act 1961	> Income Tax	174.49	AY 2000-2001	High Court
Income Tax Act 1961	Income Tax	144.54	AY 2001-2002	High Court
Income Tax Act 1961	Income Tax	184.42	AY 2002-2003	Assessing
Income Tax Act 1961	Income Tax	200.64	AY 2004-2005	Supreme Court
Income Tax Act 1961	Income Tax	11.04	AY 2005-2006	Supreme Court
Income Tax Act 1961	Income Tax	1,010.81	AY 2007-2008	High Court / Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	333.41	AY 2009-2010	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	17.34	AY 2010-2011	Assessing officer
Income Tax Act 1961	Income Tax	159.75	AY 2011-2012	Assessing
Income Tax Act 1961	Income Tax	167.74	AY 2012-2013	Assessing
Income Tax Act 1961	Income Tax	386.63	AY 2013-2014	Assessing officer

Income Tax Act 1961	Income Tax	1,577.8	AY 2014-2015	Assessing officer / Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	512.31	AY 2015-2016	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	1,135.61	AY 2016-2017	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	197.14	AY 2017-2018	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	222.15	AY 2018-2019	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	7,291.1	AY 2020-2021	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	14.22	AY 2021-2022	Commissioner of Income Tax (Appeal)
Income Tax Act 1961	Income Tax	2,077.48	AY 2022-2023	Commissioner of Income Tax (Appeal)
Maharashtra Entertainment Duty Act, 1923	Entertainment tax	56.00	May-2008 to Jul-2010	High Court/ Tahsildar Borivali
Maharashtra Entertainment Duty Act, 1923	Entertainment tax	507.09	Apr-2013 to Sep- 2013	District Collector/ Tahsildar
Maharashtra Entertainment Duty Act, 1923	Entertainment tax	1,261.06	Apr-2013 to Mar- 2015	Tahsildar
Maharashtra Entertainment Duty Act, 1923	Entertainment tax	41.35	Apr-2013 to Jul-2013	ET Officer
Maharashtra Entertainment Duty Act, 1923	Entertainment tax	19.77	Apr-2009 to Jun-2015	ET Officer
AP Entertainment Act	Entertainment tax	193.00	Apr-2010 to Mar- 2014	Commercial Tax Officer
UP Entertainment Tax	Entertainment tax	107.69	Apr- 2013 to June 2017	District Magistrate
Service Tax	Service Tax	41.45	Oct-2006 to Mar- 2007	Tribunal
Service Tax	Service Tax	45.63	Apr-2003 to Dec- 2007	Tribunal
Service Tax	Service Tax	2.00	Jan-2008 to Sep- 2008	Tribunal

Service Tax	Service Tax	3.24 Oct-2008 to Jun-2009		Tribunal
Service Tax	Service Tax	3.38 Jul-2009 to Dec-2009		Tribunal
Service Tax	Service Tax	3.51	Jan-2010 to Dec- 2010	Tribunal
Service Tax	Service Tax	9,196.49	April 2010 to December 2014	Commissioner of Service Tax - V, Mumbai
Service Tax	Service Tax	2,981.56	Jan 2015 to June 2017	Commissioner of Service Tax - V, Mumbai
West Bengal Value Added Tax Act, 2003	Sales Tax	44.00	2012-13	Sales Tax Officer
Karnataka Value Added Tax Act	Sales Tax	25.91	2011-12	CTO
Karnataka Value Added Tax Act	Sales Tax	35.45	2012-13	CTO
Karnataka Value Added Tax Act	Sales Tax	14.80	2015-16	CTO
Karnataka Value Added Tax Act	Sales Tax	76.74	2013-14	CTO
Karnataka Value Added Tax Act	Sales Tax	46.47	2016-17	CTO
Central Sales Tax Act 1956	Sales Tax	24.94	2012-13, 2013-14 and 2014-15	High Court of Telangana
UP Value added Tax Act, 2008	Sales Tax	23.66	FY 2016-17	CTO Noida
Telangana Value added Tax	Sales Tax	343.26	Nov 2015 to June	High Court of
Act- 2005			2017	Telangana
Telangana Value added Tax	Sales Tax	104.47	Nov 2015 to June	High Court of
Act- 2005			2017	Telangana
AP Value Added Tax, 2005	Sales Tax	297.58	Nov 2015 to June	High Court of
			2017	Andhra Pradesh
AP Value Added Tax, 2005	Sales Tax	74.40	Nov 2015 to June	High Court of
			2017	Andhra Pradesh
Gujarat Value Added Tax Act 2003.	Sales Tax	6.01	2015-2016	Vat authorities, Gujrat
Chhattisgarh Value Added Tax, 2005	Sales Tax	54.57	FY 2015-16 and FY 2016-17	Deputy Commissioner Appeal, Raipur
CST Act, 1956	Sales Tax	269.29	2015-16	Sales Tax Officer
CST Act, 1956	Sales Tax	209.55	2016-17	Sales Tax Officer
CST Act, 1956	Sales Tax	833.89	2017-18	Sales Tax Officer
The Customs Act, 1962	Custom duty	9.76	2015 To 2017	CESTAT
The Customs Act, 1962	Custom duty	410.91	2015 To 2019	DRI
The Customs Act, 1962	Custom duty	485.03		CESTAT

Goods and Service Tax Act	Goods and Services Tax	66.99	July 2017 till March 2021	Hon’ble Allahabad High Court
Goods and Service Tax Act	Goods and Services Tax	32.95	Jul-17	Dy. Commissioner of Sales Tax (Appeals)- III, Mazgaon
Department of Telecom	License Fee Payable on Broadband Services	58,711.82	FY 2010-11 to FY 2019-20	TDSAT
Goods and Service Tax Act	Goods and Services Tax	2.79	2019-2020	Deputy Commissioner of State Tax
Goods and Service Tax Act	Goods and Services Tax	206.16	2017-2018	The Joint Commissioner of Commercial Tax Appeals
Goods and Service Tax Act	Goods and Services Tax	0.99	2017-2018	Joint Commissioner of Commercial Tax Appeals
Goods and Service Tax Act	Goods and Services Tax	33.09	2017-2018	Joint Commissioner of Commercial Tax Appeals
Goods and Service Tax Act	Goods and Services Tax	11.25	2017-2018	The Senior Joint Commissioner GST (Appeals)
Goods and Service Tax Act	Goods and Services Tax	36.97	2018-2019	Joint Commissioner GST (Appeals)
Goods and Service Tax Act	Goods and Services Tax	5.61	2018-2019	Joint Commissioner GST (Appeals)
Goods and Service Tax Act	Goods and Services Tax	455.74	2018-2019	Joint Commissioner GST (Appeals)

*Net of amount paid under protest

(viii) We have not come across any transaction which were previously not recorded in the books of account of the Company that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. (b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has prima facie utilized the money obtained by way of term loans during the year for the purposes for which they were obtained.

(d) On an overall examination of the standalone financial statements of the Company, no funds raised on short term basis have, been used for long-term purposes by the Company.

(e) On an overall examination of the standalonefinancialstatements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Act.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, or associate companies, as defined under the Act.

(x)

(a) The Company has not raised money by way of initial public issue offer / further public offer (including debt instruments) during the year. Therefore, reporting under clause (x)(a) of paragraph 3 of the Order is not applicable. (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Therefore, reporting under clause (x)(b) of paragraph 3 of the Order is not applicable.

(xi)

(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company nor any fraud on the Company has been noticed or reported during the year, nor have we been informed of any such instance by the management. (b) No report under section 143(12) of the Act has been filed with the Central Government by the auditors of the Company in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, during the year or upto the date of this report.

(c) There are no whistle blower complaints received by the Company during the year and upto the date of this report.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, reporting under clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) All transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv)

(a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the Internal Audit Reports of the Company issued till date, for the period under audit. (xv) The Company has not entered into any non-cash transactions with its directors or persons connected with them during the year and hence, provisions of section 192 of the Act are not applicable to the Company.

(xvi)

(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, reporting under clause (xvi)(a) and (b) of paragraph 3 of the Order are not applicable. (b) The Company is not a Core Investment Company (CIC) as defined in Core Investment Companies (Reserve Bank) Directions, 2016 ("Directions") by the Reserve Bank of India. Accordingly, reporting under clause (xvi) (c) of paragraph 3 of the Order is not applicable.

(c) As informed by the Company, the Group to which the Company belongs has no CIC as part of the Group. (xvii) The Company has not incurred cash losses in the current and the immediately preceding financial year. (xviii) There has been no resignation of the statutory auditors during the year and accordingly, reporting under clause (xviii) of paragraph 3 of the Order is not applicable.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and of financial liabilities, other information accompanying the standalone financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which cause us to believe that any material uncertainty exists as on the date of this audit report and that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. (xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act.

(b) In respect of ongoing projects, the Company has transferred the unspent Corporate Social Responsibility (CSR) amount to a Special Account, within financialyear in compliance with periodof30daysfromtheendofthe section 135(6) of the said Act. Refer Note 33(a) of the standalone financial statements of the Company.

	for haribhakti & Co. LLP
	Chartered Accountants
	ICAI firm registration No.103523W / W100048
	snehal shah
	Partner
Place : Mumbai	Membership No. 048539
Date : May 30, 2024	UDIN: 24048539BKHIXF6034

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT

[referred to in paragraph 2(g) under ‘report on other Legal and regulatory requirements’ section in our Independent Auditor’s report of even date to the members of hinduja Global solutions Limited on the standalone financial statements for the year ended March 31, 2024]

report on the Internal financial Controls with reference to financial statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to financial statements of Hinduja Global Solutions Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date which includes internal financial controls with reference to standalone Financial Statements of the Company’s branch.

Management’s responsibility for Internal financial Control

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with financialstatements criteria established by the Company considering reference to standalone the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 ("the Act").

Auditors’ responsibility

Our responsibility is to express an opinion on the Company’s internal financial financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specifiedunder section 143(10) of the Act to the extent applicable to an audit of internal financialcontrols, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financialstatements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financialcontrols with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the branch auditor of the branch located in Philippines in terms of the report referred to in the Other Matters Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to Standalone financial statements

A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisation of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. opinion

In our opinion, to the best of our information and according to the explanations given to us and based on the consideration of the report of the branch auditor on internal financial controls system over financialreporting of the branch referred to in the Other Matters paragraph below, the Company has, in all material respects, adequate internal financial controls with reference to standalone financialstatements and such internal financial controls with reference to standalone Ind AS financial statements were operating effectively as at March 31, 2024, based on the internal control with reference to standalone Ind AS financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to a branch located in Philippines is based on the corresponding report of the branch auditor. Our opinion is not modified in respect of this matter.

	for haribhakti & Co. LLP
	Chartered Accountants
	ICAI firm registration No.103523W / W100048
	snehal shah
	Partner
Place : Mumbai	Membership No. 048539
Date : May 30, 2024	UDIN: 24048539BKHIXF6034