Hinduja Global Solutions Ltd Directors Report

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) along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year (FY) ended March 31, 2026.

Financial Results

	(Rs. in million* except per share data)
	Standalone		Consolidated
	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from Operations	18,271	17,111	43,074	44,042
Other Income	2,578	1,765	5,496	5,546
Total Income	20,849	18,876	48,570	49,588
Operating Expenses	18,534	17,567	42,084	41,470
Finance Cost	1,051	1,167	2,068	2,292
Depreciation	2,508	2,570	5,048	5,228
Total Expenses	22,093	21,304	49,200	48,990
Profit Before Exceptional Items & Tax	(1,244)	(2,428)	(630)	598
Exceptional Items	87	-	93	-
Provision for Taxes	275	800	708	1,776
Profit from discontinued operations	-	-	1,480	2,185
Profit After Tax for the Period	(1,606)	(3,228)	49	1,007
Share Capital	465	465	465	465
Earnings Per Share in f
Basic	(34.52)	(69.38)	6.92	26.10
Diluted	(34.52)	(69.38)	6.92	26.10

* (1 million = Rs. 10 lakhs)

	(f in million* except per share data)
	Discontinued Operations**
Particulars	Consolidated
	FY 2026	FY 2025
Revenue from Operations	-	-
Other Income	1,480	3,754
Total Income	1,480	3,754
Operating Expenses	-	1,569
Total Expenses	-	1,569
Profit Before Exceptional Items & Tax	-	2,185
Profit After Tax for the Period	1,480	2,185
Earnings Per Share in f
Basic	31.82	46.98
Diluted	31.82	46.98

* (1 million = f 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, 2026, the Group, pursuant to a Transfer and Assignment Agreement, assigned its third-party liabilities (Assigned Liabilities) without recourse for a consideration of USD 18.966 million (i.e. Rs.1,663 million) and recognized a gain of USD 16.896 million (i.e. Rs.1,480 million). These Assigned Liabilities relate to periods prior to the sale of the HS Business, which was consummated on January 5, 2022 and being clearly identifiable to the businesses being discontinued, is disclosed as Discontinued operations including net of tax thereon.

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, 2026, 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 2.2% to Rs. 43,074 million from Rs. 44,042 million. Operating Revenues of BPM Business dropped 2.7% from Rs. 31,501 million to Rs. 30,648 million and Digital Media Business operating revenues dropped 0.9% from Rs. 12,541 million to Rs. 12,426 million.

Operating EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization and excluding Other Income) dropped by 61.5% from Rs. 2,572 million to Rs. 989 million.

Other Income during FY 2026 decreased from Rs. 5,546 million to Rs. 5,497 million.

Profit Before Tax during FY 2026 was negative Rs. 723 million as compared to Rs. 598 million during FY 2025. This drop was primarily on account of drop in Operating EBITDA. Exceptional items for FY 2026 was Rs. 93 million.

Tax Expense for FY 2026 was Rs. 708 million as compared to Rs. 1,777 million in FY 2025. The steep decrease is primarily on account of additional deferred tax expense in FY 2025.

The Company reported a net loss of Rs. 1,431 million from Continuing Operations as compared to Loss of Rs. 1,178 million in FY 2025.

On consolidated basis, HGS has reported PAT of Rs. 49 million for FY 2025-26 compared to Rs. 1,007 million of PAT during FY 2024-25. The reduction in PAT was primarily due to one time exceptional expense and reduction in profit from discontinued operations.

• 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 6.8% from Rs. 17,111 million to Rs. 18,271 million. Operating Revenues of BPM Business grew 10.3% from Rs. 9,841 million to Rs. 10,858 million and Digital Media Business operating revenues grew 2.0% from Rs. 7,269 million to Rs. 7,414 million.

Operating EBITDA improved from loss of Rs. 456 million to loss of Rs. 263 million in FY 2026.

Other Income during FY 2026 increased from Rs. 1,765 million to Rs. 2,578 million.

For FY 2026, the Company reported a pre tax loss of Rs. 1,331 million as compared to pre tax loss of Rs. 2,428 million during FY 2025.

Tax Expenses for FY 2026 was Rs. 274 million as compared to Rs. 800 million in FY 2025. The steep decrease is primarily on account of additional deferred tax expense in FY 2025.

For FY 2026, the Company reported a net loss of Rs. 1,606 million as compared to net loss of Rs. 3,228 million in FY 2025.

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: Negative Rs. 1,252 million in FY 2026 as compared to Rs. 4,572 million in FY 2025;

Capital expenditure: Rs. 1,330 million in FY 2026 as compared to Rs. 2,437 million in FY 2025;

Gross Debt (exclusive of finance lease liability) of Rs. 12,940 million as at March 31, 2026 as compared to Rs. 11,869 million as at March 31, 2025;

Net Worth: Rs. 84,361 million as at March 31, 2026 as compared to Rs. 78,459 million as at March 31, 2025, an increase of 7.4%.

Overall EPS has decreased from Rs. 26.10 in FY 2025 to Rs. 6.92 in FY 2026.

Consolidated Revenue Summary

Revenue by origination Geography - US & Canada: 36.7%, UK & Europe: 12.9%, India: 38.5% and others: 11.9%.

Revenue by Verticals - Tech, Media & Telecom: 50.5%, Banking and Financial Services: 18.4%, Consumer & Retail: 17.3%, Public Sector: 8.3%, Health & Life science: 2.2% and Others: 3.3%.

Business Highlights

Delivery Centres: As of March 31, 2026, HGS had a presence in 10 countries, including 23 global delivery centers. The Digital Media business covers 4,500 pin codes, two lakh kilometres of owned + partner fibre networks, and 125+ owned-and-operated NXTHUBs across India.

Clientele: As of March 31, 2026, HGS had 425 active CX/ Digital clients and 881 HRO/Payroll processing clients/ brands. Digital Media business (NXTDIGITAL) has a customer base of over 4.8 million through Digital Television & Broadband.

Share Capital

As on March 31, 2026, 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, 2025).

During the financial year 2025-26, 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 Directors are pleased to recommend a final Dividend of Rs. 5 per equity share (50%) (on an equity share of par value of Rs. 10/- each) for FY 2025-26, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting (AGM).

In accordance with the provisions of the Income Tax Act, 2025 read with Income Tax Rules, 2026 as amended by

and read with the provisions of the Finance Act, 2020, with effect from 1st April 2020, dividend declared and paid by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source, as applicable.

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

HGS is a global provider of technology, AI, and business services that helps organizations transform with confidence. Rooted in decades of operational excellence, HGS combines automation, analytics, artificial intelligence, and deep domain expertise to deliver Intelligent Experiences across the customer lifecycle, from digital customer care to back-office operations, human resources outsourcing, and advanced contact center solutions.

Building on our strong foundation in CX and business process management, we are expanding into new related areas by integrating technology, data, and operational insight to deliver real business results. Our Realized AI methodology brings discipline, speed, and certainty to transformation, delivering right-sized, practical solutions that work here and now, including a 90-days Proof of Value commitment that validates measurable impact in live environments before scaling.

HGS also operates NXTDIGITAL, Indias premier digital media distribution company, providing satellite, digital cable, and broadband services to over 4.8 million customers across 1,500 cities and towns.

Part of the multi-billion-dollar Hinduja Group, HGS takes a globally local approach with 17,110 employees across 10 countries and 23 delivery centers, supporting some of the worlds most recognized brands. For the year ended March 31, 2026, HGS reported total income of Rs. 4,857 crore (i.e.US$ 547.3 million).

During FY 2025-26, there is no change in the nature of 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

• 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 had been filed with Honble National Company Law Tribunal, Mumbai Bench and Honble National Company Law Tribunal, Ahmedabad Bench.

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder, IMCL and entities involved in the said Scheme had sent requisite notices to the regulatory bodies, as applicable, and submitted response to the queries received from the authorities from time to time. At present, the Schemes are under process with Honble NCLT and listed for further hearings in August 2026.

• Incorporation of entity in Dubai

HGS International, Mauritius, wholly owned subsidiary of the Company, has formed an entity named HGS MENA IT Consulting LLC in Dubai on July 3, 2026. The entity in Dubai is proposed to provide AI and Technologies Consulting services in MENA region.

HGS - NXTDIGITAL Synergy

The collaboration between HGS and NXTDIGITAL continued to drive innovation and operational excellence, with both organizations working together to enhance business processes, automate systems, and improve efficiency and reliability of operations. A key example of this collaboration is NetX, an integrated platform that supports the end-to-end network management lifecycle for enterprise customers. During FY2026, NetX was enhanced to support invoice generation for Dark Fiber and inter-group customers, while improving system stability, governance, and audit readiness.

HGS also continued to provide end-to-end support and maintenance for NXTDIGITALs internal SAP systems, ensuring stable and seamless business operations. The teams worked closely to implement several enhancements to improve productivity, strengthen controls, and meet evolving business needs.

By combining HGS technology with NXTDIGITALs domain expertise, the partnership has delivered practical and scalable solutions that automated and simplified several key business processes. These included streamlining banking operations, improving procurement workflows from purchase requests to vendor payments, automating transactions between NXTDIGITAL group companies, and enhancing billing processes through the integration of SAP and NetX.

Together, these initiatives have ensured operational efficiency, strengthened compliance,while aligning with HGSs broader intelligent experience offerings.

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., Hinduja Global Solutions MENA FZ- LLC, Dubai (voluntarily deregistered on July 23, 2025), Team HGS South Africa (Pty) Ltd., Team HGS Australia Pty Ltd., and HGS MENA IT Consulting LLC (w.e.f. July 3, 2026). 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), 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 2026, it recorded revenue of US$ 144.76 million as compared to US$ 165.68 million in FY 2025.

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 2026, it recorded revenue of CAD 58.57 million as compared to CAD 86.18 million in FY 2025.

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 2026, it recorded revenue of GBP 47.76 million as compared to GBP 53.01 million in FY 2025.

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 2026, it recorded revenue of Jamaican Dollars 4,451.76 million as compared to Jamaican Dollars 3,168.83 million in FY 2025.

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 2025-26, it recorded revenue from operations of Rs. 419.28 million as compared to Rs. 1,066.30 million in FY 2024-25.

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 2025-26, it recorded revenue from operations of Rs. 1,872.04 million as compared to Rs. 2,465.42 million in FY 2024-25.

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 2025-26, it recorded revenue from operations of Rs. 997.99 million as compared to Rs. 989.71 million in FY 2024-25.

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 2025-26, it recorded revenue from operations of Rs. 1,296.20 million as compared to Rs. 610.96 million in FY 2024- 25.

Seven Star Balaji Broadband Private Limited became subsidiary of ONEOTT in April 2024. For FY 2025-26, it recorded revenue from operations of Rs. 145.66 million as compared to Rs. 129.42 million in FY 2024-25.

As on March 31, 2026, 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, 2026, 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 Companys website at www.hgs.com

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 reaffirmed the Companys long term rating as 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 2025- 26 have been provided in the Report on Corporate Governance, which forms part of this report as Annexure ‘C.

Communications and Public Relations

In FY2026, HGS sharpened its position as an AI-powered technology services provider, placing Agentic AI and business transformation at the center of its media and thought leadership program. HGS was established as a credible voice on where enterprise AI is heading, rather than simply a vendor offering it, through high-quality placements in media outlets such as TechRadar Pro, CIOReview, The Tech Talks Daily podcast, Solutions Review, Business Age, ITPro, and TechRound.

This AI-forward narrative was adapted across HGSs priority markets and practice areas, including BFSI, CX, Retail/CPG, and Telecom. Targeted placements in Forbes, The AI Journal, Fintech Finance News,

VMBlog, Total Retail, CX Network, Solutions Review, and The Fast Mode brought the positioning to relevant industry audiences. Major corporate milestones further strengthened the story, including industry recognition for AMLens and the March 2026 launch of HGSs Intelligent Experience positioning and refreshed brand identity. HGSs growing market visibility was reflected in its Share of Voice, which averaged 8.64 percent during calendar year 2025 and ranked among the top five of 20 competing companies in most months.

A new workstream this year was the shift toward customer advocacy to serve as tangible proof points for this verticalized AI narrative. By establishing new internal workflows to prioritize real-world success stories, a pipeline of high-potential customer cases was identified across core sectors. This strategic pivot has already yielded active engagement and strong media interest from prestigious blue-chip brands.

In India, HGS 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, 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 in the areas of education, skill development, water, and community development. Projects are designed to promote learning, build vocational capabilities and ensure access to clean water - 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 Act.

The Corporate Social Responsibility Committee (CSR Committee) of your Company as at March 31, 2026, consists of following Members:

• Mr. Munesh Khanna (DIN: 00202521), Independent

Director - Chairman

• Ms. Bhumika Batra (DIN: 03502004), Independent Director - Member

• Mr. Amit Saharia (DIN: 10652099), Non-Executive, Non Independent Director - Member

During FY 2025-26, one meeting of CSR Committee was held on March 26, 2026.

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.com/wp-content/ uploads/2023/03/CSR-POLICY_0.pdf

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, 2026, 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 2025-26.

Number of Meetings of the Board

During FY ended March 31, 2026, five (5) meetings of Board of Directors were held on May 28, 2025, August 6, 2025, November 10, 2025, February 10, 2026 and March 31, 2026. 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 Regulations, 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 31,2026, have been made available on your Companys website at https://www.hgs.com/wp-content/uploads/2026/04/ HGSL-Familiarization-Program-FY2025-26.pdf

Board Evaluation

In terms of the requirement of 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

For each of the above levels, structured questionnaires that covers the important aspects of effectiveness were sent, as under:-

Level of evaluation	Particulars
Board evaluation	• Company performance
	• Composition & dynamics
	• Information architecture
	• Substantive discussions
Committees evaluation	• Meetings and information
	• Compositions and operations
	• Specific responsibilities
Director evaluation	• Preparation and participation
	• Personality and conduct
	• Quality of value added

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 noted that strategic issues, opportunities and areas of risks require greater focus/ discussion.

Further, at the separate meeting of Independent Directors held during the financial year ended March 31, 2026 (without the attendance of Non-Independent Directors and the Members of the Management) on March 11, 2026, performance evaluation of Non-Independent Directors, the Chairman of your Company and the Board as a whole was also carried out for FY 2025-26. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between your Companys Management and the Board.

Directors

Appointment/ re-appointment

• Mr.Amit Saharia (DIN: 10652099) has been appointed as a Non-Executive, Non-Independent Director of the Company at the 30^th AGM held on September 25, 2025.

• Mr. Vynsley Fernandes (DIN: 02987818) has been re-appointed as Whole-time Director and CEO - Digital Media Business of the Company for a period of 3 years with effect from November 14, 2025, by way of Special Resolution through Postal Ballot on December 26, 2025.

Cessation

• Mr. Anil Harish (DIN: 00001685) ceased to be an Independent Director upon completion of 2 terms as an Independent Director effective from September 28, 2025.

• Mr. Partha DeSarkar (DIN: 00761144) ceased to be a Whole-time Director and KMP upon completion of his term of office with effect from September 3, 2025.

• Consequent to impending retirement from Hinduja Group, Mr. Sudhanshu Tripathi (DIN: 06431686) tendered resignation as a Non-Executive NonIndependent Director of the Company effective from September 30, 2025.

• Mr. Paul Abraham (DIN: 01627449), Non-Executive Director, liable to retire by rotation at the 30^th AGM, did not seek re-appointment. Hence, he ceased to be a director of the Company with effect from September 25, 2025.

Consequently, these directors ceased to be member(s) of the Board Committee(s) of the Company, as applicable, from the date of their cessation as the Board members of the Company.

Retire by rotation

Pursuant to the provisions of the Act and the Articles of Association of the Company, Mr. Amit Saharia (DIN: 10652099), Non-Executive Director, is liable to retire by rotation at the ensuing 31^st AGM and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 7, 2026, have approved and recommended the re-appointment of Mr. Amit Saharia as Director liable to retire by rotation. Accordingly, a proposal for re-appointment of Mr. Amit Saharia is placed for the approval of the Members by way of an Ordinary Resolution at the ensuing AGM.

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 the SEBI or any other authority.

Details relating to the composition of the Board, meetings of the Board held during financial year ended March 31, 2026, 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 31,2026, comprises of following Members:

• Mr. Pradeep Udhas, Independent Director - Chairman

• Ms. Bhumika Batra, Independent Director - Member

• Dr. Ganesh Natarajan, Independent Director - Member and;

• Mr. Amit Saharia, Non-Executive Non-Independent Director - Member

Further, as per the requirements of the Act, and the SEBI Listing Regulations, the Board had also re-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 etc. 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, 2026, following are the Key Managerial Personnel (KMP) of your Company:

• Mr. Venkatesh Korla, Global Chief Executive Officer

• Mr. Vynsley Fernandes, Whole-time Director & CEO Digital Media Business

• Mr. Mahesh Kumar Nutalapati, Global Chief Financial Officer

• Mr. Narendra Singh, Company Secretary

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 2025-26. A declaration to this effect, signed by Mr. Venkatesh Korla, Global CEO of the Company, 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.com/wp-content/uploads/2022/08/HGS-Code-of- Conduct-for-Board-Members-Sr-Mgt Personnel.pdf

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Report on Corporate Governance

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 2025-26. These ESOP Schemes are in compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. During FY 2025-26, no stock options were granted under the said ESOP Schemes. Further, as on date, there are no outstanding stock options pending for vesting/ exercise. The particulars of aforesaid ESOP Schemes are available on your Companys website at https://hgs.com/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, 2026, in the prescribed format, is available on your Companys website at https:// hgs.com/investors/other-reports/#toggle-id-6

Related Party Transactions

All contracts/ arrangements/ transactions entered into with the related parties during FY 2025-26 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.com/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 Act, and SEBI Listing Regulations, as applicable, have been uploaded on the website of the Company at https://hgs.com/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.com/investors/corporate-policies/

No complaint was received under the said Policy during the year ended March 31, 2026.

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

internal Committee (‘1C)

Pursuant to the provisions of Sexual Harassment of Women 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 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, if any, 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, 2026, is as under:

Number of complaints pending as on March 31, 2025	Nil
Number of complaints received during the year April 2025 to March 2026	2
Number of complaints disposed of during the year April 2025 to March 2026	2
Number of complaints withdrawn during the year April 2025 to March 2026	Nil
Number of complaints pending as on March 31, 2026	Nil

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. During the year under review, the Company has provided requisite maternity benefits as applicable and necessary systems/ processes are in place to extend such benefits as and when applicable.

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.

The Risk Management & ESG Committee (RM & ESG Committee) has 3 members out of which two members are Independent Directors. The Committee provides focused oversight on sustainability and risk management.

The Committee met twice during FY 2025-26 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: 103523 W/W100048) appointed as the Statutory Auditors of the Company by the Members at the 27^th AGM held on September 28, 2022 to hold office upto the conclusion of 32^nd AGM to be held in the year 2027.

M/s. Haribhakti & Co. LLP, Chartered Accountants have under sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI Listing Regulations.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors Report contains Unmodified Opinion on the financial statements (standalone and consolidated) of the Company, for the year ended March 31,2026 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 and Regulation 24A of the SEBI Listing Regulations, as amended, the shareholders of the Company have appointed Mr. Virendra G. Bhatt, Practicing Company Secretary (Membership No.: ACS 1157 and C.P No. 124), a Peer Reviewed Company Secretary in Practice, as the Secretarial Auditor of the Company for a term of five years from FY 2025-26 to FY 2029-30.

Secretarial Audit Report for FY 2025-26 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.

Cost Audit and Cost Auditor

During the year 2025-26, 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, 2025 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, 2026 also does 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 2026-27 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 202526. 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 Act.

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

Post the search/survey conducted in FY 2023-24, the Deputy Commissioner of Income Tax (DCIT) issued a show cause notice as to why GAAR under Chapter X-A of Income-tax Act, 1961 should not be invoked. Your Company has filed a detailed reply with all supporting documents.

Subsequently, Pr. Commission of Income Tax (PCIT) referred the matter to the Approving Panel for GAAR.

The Approving Panel for GAAR passed an order characterizing the demerger of NXT Digitals DMC business with HGS as an impermissible avoidance arrangement and directed the DCIT to disregard the setoff of brought forward losses of the demerged entity (NDL Ventures Limited) with the income of the Company.

The Company challenged the above direction before the Honble High Court of Judicature at Bombay by way of a writ petition. The Honble Bombay High Court heard the writ petition and has passed an interim relief order in favour of the Company stating that: (a) the petition filed by the Company is admitted; and (b) in the interim, granted a stay on implementation of the said direction of GAAR Panel providing the interim relief to the Company. The proceedings on merits of the writ petition is currently pending before the Honble High Court.

Update on Customs related matter

As on March 31, 2026, the stay order of the Honble Calcutta High Court on the Show Cause Notice (SCN) issued by the Commissioner of Customs, Kolkata continues. The proceedings on merits of the writ petition is currently pending before the Honble High Court. Further, SCN issued by the Development Commissioner SEZ, Cochin is also stayed by the Honble High Court of Kerala. The proceedings on merits of the writ petition will be based on the outcome of writ petition filed before the Honble Calcutta High Court.

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, except as under:-

In August 2026, IndusInd Media and Communications Limited (IMCL), Subsidiary of the Company, had received order from Central Goods and Services Tax and Central Excise for Short payment/non-payment of Service Tax for FY 2016-17. The order seeks recovery of the Service Tax demand of Rs. 76.50 crore, equivalent amount of penalty and interest thereon. Earlier, IMCL has neither received notice nor Service Tax Order of alleged short payment/ non-payment of Service Tax for FY 2016-17, opportunity to respond the notice and demand letter for said FY 201617 as these notices/ communications were sent by the CGST & Central Excise Department to the address which was vacated by IMCL around two decades ago. Presently, IMCL is examining the matter and will take up the matter with relevant Authority including appropriate legal steps.

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.

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 7, 2026